SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.3

EXECUTION VERSION

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

by and among

MEDCO HEALTH RECEIVABLES, LLC
as Seller

MEDCO HEALTH SOLUTIONS, INC.
as Servicer

The Persons Parties hereto as
Conduit Purchasers and Committed Purchasers

CITICORP NORTH AMERICA, INC.
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH
THE BANK OF NOVA SCOTIA
as Managing Agents

and

CITICORP NORTH AMERICA, INC.
as Administrative Agent

Dated as of July 28, 2008

TABLE OF CONTENTS

SCHEDULES

ANNEXES

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Dated as of July 28, 2008

          SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”), dated as of July 28, 2008, by and among (i) MEDCO HEALTH RECEIVABLES, LLC, a Delaware limited liability company, as Seller, (ii) MEDCO HEALTH SOLUTIONS, INC., a Delaware corporation, as initial Servicer, (iii) the Conduit Purchasers from time to time parties hereto, (iv) the Committed Purchasers from time to time parties hereto, (v) CITICORP NORTH AMERICA, INC., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Managing Agents and (vi) CITICORP NORTH AMERICA, INC., as Administrative Agent.

PRELIMINARY STATEMENTS

     A. The Seller has acquired, and may continue to acquire, Receivables from the Originator pursuant to the Originator Purchase Agreement by purchase or as a contribution to the capital of the Seller.

     B. The Seller may desire to convey, transfer and assign, from time to time, undivided percentage interests in the Receivables (referred to herein as “Receivable Interests”) on the terms and conditions of this Agreement.

     C. The Conduit Purchasers may, in their sole discretion, purchase the Receivable Interests so offered for sale from time to time, and if a Conduit Purchaser in any Purchaser Group elects not to make any such purchase, the Committed Purchasers in such Purchaser Group have agreed that they shall make such purchase, in each case subject to the terms and conditions of this Agreement.

     D. The Seller, Conduit Purchasers, the Bank Purchasers, the Managing Agents, Administrative Agent and the Servicer are parties the Amended and Restated Receivables Purchase Agreement, dated as of September 22, 2003 (as amended prior to the date hereof, the “ Existing RPA ”).

     E. On the terms and conditions set forth herein, the parties hereto have agreed to amend and restate the Existing RPA in its entirety.

          Accordingly, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms . Capitalized terms used and not otherwise defined herein have the meanings specified on Schedule I.

          SECTION 1.02 Other Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, as in effect on the date hereof and not specifically defined herein, are used herein as defined in such Article 9. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Annex” means articles and sections of, and schedules and annexes to, this Agreement. Headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Any reference to any Law shall be deemed to be a reference to such Law as the same may be amended or re-enacted from time to time. Any reference to any Person appearing in any of the Transaction Documents shall include its successors and permitted assigns.

          SECTION 1.03 Amendment and Restatement . Subject to the satisfaction of the conditions precedent set forth in Section 3.01, this Agreement amends and restates the Existing RPA in its entirety. This Agreement is not intended to constitute a novation of any obligations under the Existing RPA. Upon the effectiveness of this Agreement in accordance with Section 3.01 (the date of such effectiveness being the “ Effective Date ”), each reference to the Existing RPA in any other document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement.

          SECTION 1.04 Adjustment of Capital . The parties hereto acknowledge that an adjustment to the Capital held by the respective Purchaser Groups is required to be made on the Effective Date in order to ensure that the Capital held by the Purchasers in each Purchaser Group is proportional to the Conduit Purchase Limit(s) of the Conduit Purchaser(s) in each Purchaser Group. Accordingly, on the Effective Date, the Seller shall request a special non-pro rata purchase of Receivable Interests to be made by the Purchaser Group for which Scotiabank acts as Managing Agent in an amount such that, after giving effect to such purchase and all other purchases to be made hereunder on such date, the Capital held by the Purchasers in the respective Purchaser Groups shall be proportional to the Conduit Purchase Limit(s) of the Conduit Purchaser(s) in each such Purchaser Group.

ARTICLE II

AMOUNTS AND TERMS OF THE PURCHASES

          SECTION 2.01 Purchase Facility . (a) The Seller may, at its option from time to time prior to the Termination Date, offer to sell and assign Receivable Interests to the Purchasers in each Purchaser Group at the applicable Purchase Price specified pursuant to Section 2.02 (each such sale and assignment, an “ Incremental Purchase ”). On the terms and conditions set forth herein, (i) the Conduit Purchasers, ratably, in accordance with their respective Conduit Purchase Limits, may, in their sole discretion, purchase the Receivable Interests so offered for sale by the Seller and (ii) if a Conduit Purchaser in any Purchaser Group declines to purchase any such Receivable Interest, or if a Conduit Purchaser’s Termination Event has occurred and is continuing with respect to such Conduit Purchaser, the Committed Purchasers in such Purchaser Group shall, ratably in accordance with their respective Commitments, severally and not jointly, purchase such Receivable Interest. Each Incremental Purchase shall be made among the Purchaser Groups ratably in accordance with their respective Purchaser Group Limits, except as provided in Section 2.02(b). Under no circumstances shall an Incremental Purchase be made hereunder if, after giving effect thereto, (i) the aggregate

outstanding Capital would exceed the Purchase Limit or (ii) the Receivable Interest Percentage would exceed the Maximum Receivable Interest Percentage, as determined by reference to the information set forth in the most recent Servicer Report delivered hereunder.

          (b) Until the Amortization Date for a Receivable Interest, the Collections attributable to such Receivable Interest shall be automatically reinvested in the Pool Receivables and Related Security and Collections with respect thereto pursuant to (and subject to the priority of payments set forth in) Section 2.04 (each a “ Reinvestment Purchase ”) and such reinvested Collections shall be applied pursuant to Section 2.03 of the Originator Purchase Agreement to pay the purchase price for newly arising Receivables and/or to make payments in respect of the Subordinated Note or other expenses of the Seller.

          (c) Upon five (5) Business Days’ written notice to the Administrative Agent and each Managing Agent, the Seller may reduce the Commitments of the Committed Purchasers by an amount equal to $10,000,000 or by a whole multiple of $1,000,000 in excess thereof; provided that no such termination or reduction shall be permitted if, after giving effect thereto, the aggregate Capital would exceed the Aggregate Commitment. Upon any such reduction, the Commitment of each Committed Purchaser and the Conduit Purchase Limit of each Conduit Purchaser shall be reduced in an amount equal to such Committed Purchaser’s or Conduit Purchaser’s ratable share of the amount of such reduction. Once reduced, the Commitments shall not be subsequently reinstated without the consent of each Committed Purchaser.

          SECTION 2.02 Making Incremental Purchases . (a) Each Incremental Purchase hereunder shall be made on notice delivered by the Seller to each Managing Agent not later than 11:00 A.M. (New York City time) on the second Business Day prior to the date of such Incremental Purchase. Each such notice shall specify:

     (i) the aggregate amount (which shall not be less than $5,000,000 and integral multiples of $100,000 in excess thereof) requested to be paid to the Seller for the Receivable Interests which are the subject of such Incremental Purchase (the “ Purchase Price ”);

     (ii) the allocation of such Purchase Price among the Purchaser Groups (which shall be proportional to the respective Conduit Purchase Limits of the Conduit Purchaser(s) in each Purchaser Group, unless such purchase is to be made by the Committed Purchasers in a particular Purchaser Group and the proceeds of such purchase are to be used solely to repay the Capital of the Receivable Interest of a Conduit Purchaser pursuant to Section 2.02(b));

     (iii) the date of such Incremental Purchase (which shall be a Business Day); and

     (iv) if the Assignee Rate is to apply to any such Receivable Interest, the requested duration of the initial Fixed Period for such Receivable Interest.

          No more than two Incremental Purchases may be requested by the Seller during any single calendar month.

          Each Conduit Purchaser shall promptly notify its Managing Agent whether it has determined to make the requested Incremental Purchase on the terms specified by the Seller. If any Conduit Purchaser has determined not to fund all or any portion of its share of the Purchase Price for an Incremental Purchase, the Managing Agent for such Conduit Purchaser shall promptly send notice of the proposed Incremental Purchase to the Committed Purchasers in such Conduit Purchaser’s Purchaser Group concurrently by telecopier specifying the date of such Incremental Purchase, the aggregate amount of Capital of the Receivable Interest being purchased by such Committed Purchasers (which amount shall be equal to the portion of the Purchase Price that would otherwise have been funded by the applicable Conduit Purchaser), each such Committed Purchaser’s portion thereof (determined ratably in accordance with their respective Commitments), whether the Yield for the initial Fixed Period for such Receivable Interest is calculated based on the Adjusted Eurodollar Rate (which may be selected only if such notice is given at not later than 11:00 A.M. (New York City time) on the second Business Day prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which shall be one day if the Seller has not selected another period in accordance with the provisions set forth in the definition of “Fixed Period”).

          (b) On the date of each such Incremental Purchase, the applicable Conduit Purchasers and/or Committed Purchasers shall, upon satisfaction of the applicable conditions set forth in Article III, make available to the Seller in same day funds an aggregate amount equal to the Purchase Price for the Receivable Interests which are the subject of such Incremental Purchase, at the account set forth in the Funds Transfer Letter; provided , however , if such Incremental Purchase is being made by the Committed Purchasers in a Purchaser Group following the Amortization Date for a Receivable Interest owned by a Conduit Purchaser pursuant to clause (i)(a) of the definition of Amortization Date and any Capital of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs such Committed Purchasers to pay the Purchase Price for such Incremental Purchase (to the extent of such outstanding Capital) to the applicable Purchaser Group Account, for application to the reduction of the outstanding Capital of such Receivable Interest.

          (c) Effective on the date of each Purchase, the Seller hereby sells and assigns to the Purchaser(s) participating in such Purchase, an undivided percentage ownership interest, to the extent of the Receivable Interests then being purchased or in respect of which the reinvestment is being made, in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto.

          (d) No Conduit Purchaser shall participate in an Incremental Purchase under this Agreement at any time in an amount which would exceed such Conduit Purchaser’s Conduit Purchase Limit less an amount equal to the aggregate outstanding Capital held by such Conduit Purchaser.

          (e) Notwithstanding anything herein to the contrary, a Committed Purchaser shall not be obligated to participate in an Incremental Purchase if, after giving effect thereto and the application of the proceeds thereof, the aggregate Capital held by such Committed Purchaser would exceed an amount equal to (i) such Committed Purchaser’s Commitment less (ii) such Committed Purchaser’s ratable share of the aggregate outstanding Capital held by the Conduit Purchaser(s) in such Committed Purchaser’s Purchaser Group (whether or not any portion

thereof has been assigned by such Conduit Purchaser(s) under an Asset Purchase Agreement). Each Committed Purchaser’s obligation shall be several, such that the failure of any Committed Purchaser to make available to the Seller any funds in connection with any Incremental Purchase shall not relieve any other Committed Purchaser of its obligation, if any, hereunder to make funds available on the date of such Incremental Purchase, but no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make funds available in connection with any Incremental Purchase.

          SECTION 2.03 Receivable Interest Computation . (a) Upon the payment of the Purchase Price for any Incremental Purchase hereunder, (i) each Conduit Purchaser participating in such Purchase shall acquire a Receivable Interest the initial Capital of which is equal to the portion of the Purchase Price paid by such Conduit Purchaser and (ii) to the extent the Committed Purchasers in any Purchaser Group participate in such Purchase, such Committed Purchasers shall acquire (ratably in accordance with their respective Commitments) a Receivable Interest the initial Capital of which is equal to the portion of the Purchase Price paid by such Committed Purchasers.

          (b) Each Receivable Interest shall be initially computed on its date of Purchase. Thereafter until the Amortization Date for such Receivable Interest, such Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day other than a Liquidation Day. Any Receivable Interest, as computed (or deemed recomputed) as of the day immediately preceding the Amortization Date for such Receivable Interest, shall thereafter remain constant until the Termination Date occurs. From and after the Termination Date until the Final Payout Date, each Receivable Interest shall be equal to a fraction (expressed as a percentage) the numerator of which is equal to the Capital of such Receivable Interest as of the Termination Date and the denominator of which is equal to the aggregate Capital of all Receivable Interests as of the Termination Date.

          (c) Each Purchase shall constitute a purchase of undivided percentage ownership interests in each and every Pool Receivable, together with all Related Security and Collections with respect thereto, then existing, as well as in each and every Pool Receivable, together with all Related Security and Collections with respect thereto, which arises at any time after the date of such Purchase. From and after the Termination Date, the aggregate Receivable Interests of the Purchasers shall equal 100%. On the Final Payout Date, the Administrative Agent, on behalf of the Conduit Purchasers and the Committed Purchasers, shall be deemed to have reconveyed to the Seller all of the Conduit Purchasers’ and the Committed Purchasers’ respective right, title and interest in, to and under the Pool Receivables and Related Security and Collections with respect thereto, and the Receivable Interests shall accordingly be reduced to zero. Following the Final Payout Date, the Administrative Agent, on behalf of the Conduit Purchasers and the Committed Purchasers, shall execute and deliver to the Seller, at the Seller’s expense, such documents or instruments as the Seller may reasonably request to terminate the Conduit Purchasers’ and the Committed Purchasers’ respective interests in the Receivables and Related Security and Collections with respect thereto. Any such documents shall be prepared by and at the expense of the Seller.

          SECTION 2.04 Application of Collections Prior to Termination Date .

          (a) On each Business Day prior to the Termination Date, the Servicer shall, out of the Collections received prior to such Business Day and not previously applied pursuant to this Section 2.04 (including, if applicable, any investment earnings received with respect to funds on deposit in the Collection Account), apply such Collections in the following order and priority:

     (i) set aside on its books and hold in trust for the Purchasers, the Managing Agents and the Administrative Agent an amount equal to the aggregate Yield, Fees and Servicing Fees accrued through such day and not previously set aside, such amount to be allocated among the Purchasers, the Managing Agents, the Administrative Agent and the Servicer ratably in accordance with the proportion of such amounts owing to each such Person;

     (ii) if the Servicer Report with the most recent data delivered hereunder indicates that the Receivable Interest Percentage exceeds the Maximum Receivable Interest Percentage, either (A) pay to the Purchasers (ratably in accordance with the outstanding Capital of their respective Receivable Interests) the amount necessary to cause the Receivable Interest Percentage to be less than or equal to the Maximum Receivable Interest Percentage or (B) if the Administrative Agent Account has been established pursuant to Section 6.07, deposit to the Administrative Agent Account the amount necessary to cause the Receivable Interest Percentage to be less than or equal to the Maximum Receivable Interest Percentage;

     (iii) if such day is a Liquidation Day for one or more Receivable Interests (each a “ Liquidating Receivable Interest ”), set aside and hold in trust for the relevant Purchasers an amount equal to the excess, if any, of (1) the portion of the Capital allocable to such Liquidating Receivable Interests over (2) the Collections previously so set aside and allocable to such Capital pursuant to this Section 2.04(a) and not yet distributed to the applicable Purchasers hereunder, such amount to be allocated to such Liquidating Receivable Interests ratably in proportion to the Capital of each; provided , however , that if such day is a Liquidation Day by reason of the suspension of Reinvestment Purchases pursuant to Section 2.16, then the amount required to be set aside pursuant to this clause (iii) shall not exceed the applicable Reduction Amount;

     (iv) if any Seller Obligations (other than Yield, Fees, Servicing Fees and Capital) are then due and payable by the Seller to any Indemnified Party, pay to each such Indemnified Party (ratably in accordance with the amounts owing to each) the Seller Obligations so due and payable; and

     (v) remit any remaining Collections to the Seller as a Reinvestment Purchase, for the benefit of the Purchasers then holding Receivable Interests, pursuant to Section 2.01(b).

          (b) On each Settlement Date for a Receivable Interest, the Servicer shall pay to the relevant Purchaser(s) all Yield payable to such Purchaser(s) pursuant to Section 2.07 out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each date on

which any Fees are payable pursuant to the Fee Letters, the Servicer shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a). On each Servicing Fee Payment Date, the Servicer shall pay to itself the accrued and unpaid Servicing Fee out of Collections allocated or set aside for such purpose pursuant to Section 2.04(a).

          (c) In the event any deposit is made to the Administrative Agent Account pursuant to Section 2.04(a)(ii)(B), the amount of such deposit shall be allocated among the Purchaser Groups ratably in proportion to the outstanding Capital of their respective Receivable Interests. If the amount on deposit in the Administrative Agent Account exceeds $25,000,000, then on the next Settlement Date applicable to any Receivable Interest (or such earlier date as the Servicer may specify upon not less than three Business Days notice to each Managing Agent), the Servicer shall distribute to each Purchaser then holding a Receivable Interest such Purchaser’s allocable share of such deposit for application to the reduction of the Capital of such Receivable Interest. Notwithstanding the foregoing, if on any Business Day after such deposit is made and prior to the distribution of all or any portion of such deposit pursuant to this Section 2.04(c), the Servicer delivers a Servicer Report evidencing that the Receivable Interest Percentage is less than the Maximum Receivable Interest Percentage, the Servicer may withdraw the Collections so deposited for application in accordance with Section 2.04(a) to the extent that, after giving effect to such withdrawal and application, the Receivable Interest Percentage would not exceed the Maximum Receivable Interest Percentage.

          (d) In the event any Collections are set aside in respect of any Liquidating Receivable Interest pursuant to Section 2.04(a)(iii), the Servicer shall distribute such Collections to the relevant Purchaser(s) on or prior to the first Settlement Date for any such Receivable Interest; provided , however , that if at any time prior to such distribution, such Receivable Interest ceases to be a Liquidating Receivable Interest, the Servicer need not distribute such Collections pursuant to this Section 2.04(d) but instead may apply such Collections in accordance with the provisions of Section 2.04(a).

          (e) Following the occurrence and during the continuation of any Termination Event or any Involuntary Bankruptcy Event, and at all times during any Rating Level 3 Period or any Rating Level 4 Period, the Servicer shall (i) transfer to the Collection Account all Collections set aside or required to be set aside pursuant to this Section 2.04 by the Business Day following the Servicer’s receipt of such Collections, (ii) make all distributions of such Collections pursuant to this Section 2.04 by withdrawing such Collections from the Collection Account on the date such distribution is to be made and (iii) not permit any withdrawals of such Collections from the Collection Account except for the purpose of distributing such Collections in accordance with this Section 2.04. Except as provided herein, the Servicer shall not be required to segregate any amounts set aside by it pursuant to this Section 2.04 from its other funds.

          SECTION 2.05 Application of Collections After Termination Date . (a) On the Termination Date, the Servicer shall deposit to the Collection Account all Collections held by it on such date (including amounts previously set aside pursuant to Section 2.04(a)). On each Business Day thereafter until the Final Payout Date, the Servicer shall deposit to the Collection Account all Collections received prior to such Business Day that have not previously been

deposited to the Collection Account. The Servicer shall not make any withdrawals from the Collection Account during such period except for the purpose of distributing such Collections in accordance with this Section 2.05.

          (b) From and after the Termination Date, the Servicer shall apply all funds on deposit in the Collection Account on any Business Day that have not been previously applied hereunder (including, without limitation, any investment earnings received with respect to such funds) in the following order of priority:

     (i) first , pay to the Administrative Agent an amount equal to the Seller Obligations owing to the Administrative Agent in respect of costs and expenses incurred in connection with the enforcement of any Transaction Document or the collection of any amounts due thereunder;

     (ii) second , set aside and hold in trust for the Purchasers, the Managing Agents and the Administrative Agent an amount equal to the aggregate Yield and Fees and, if the Servicer is a Person other than Medco or an Affiliate thereof, Servicing Fees accrued through such day and not previously set aside, such amount to be allocated among the Purchasers, the Managing Agents, the Administrative Agent and (if applicable) the Servicer ratably in accordance with the proportion of such amounts owing to each such Person;

     (iii) third , set aside in the Collection Account an amount equal to the aggregate Capital for all outstanding Receivable Interests (to the extent not previously set aside), such amount to be allocated among the Receivable Interests ratably in proportion to the Capital of each;

     (iv) fourth , if any Seller Obligations (other than Yield, Fees, Servicing Fees and Capital) are then due and payable by the Seller to any Indemnified Party, pay to each such Indemnified Party (ratably in accordance with the amounts owing to each) the Seller Obligations so due and payable;

     (v) sixth , if the Servicer is Medco or an Affiliate thereof, set aside in the Collection Account the accrued and unpaid Servicing Fee not previously set aside; and

     (vi) seventh , on the Final Payout Date, pay to the Seller any remaining funds.

          (c) On each Settlement Date for a Receivable Interest from and after the Termination Date, the Servicer shall withdraw from the Collection Account and pay to the relevant Purchaser all amounts set aside in the Collection Account in respect of the accrued Yield and the Capital of such Receivable Interest. On each date on which any Fees are payable pursuant to the Fee Letters, the Servicer shall pay such Fees to the Persons entitled thereto pursuant to the Fee Letters out of Collections set aside for such purpose pursuant to Section 2.05.

          (d) On each Servicing Fee Payment Date from and after the Termination Date, the Servicer shall pay to the Servicer the accrued Servicing Fee out of Collections set aside for such purpose pursuant to this Section 2.05.

          SECTION 2.06 General Settlement Procedures .

          (a) Except as otherwise required by applicable law or the relevant Contract, any payment received from an Obligor of any Receivables shall be applied as a Collection of the Pool Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable.

          (b) If on any day any Pool Receivable (or portion thereof) becomes a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such Diluted Receivable.

          (c) If and to the extent the Administrative Agent, any Managing Agent or any Purchaser shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Managing Agent or such Purchaser, as the case may be, shall have a claim against the Seller for such amount, payable when and only to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

          (d) Within one Business Day after the end of each Fixed Period in respect of which Yield is computed by reference to the CP Rate, the relevant Managing Agent shall furnish the Seller with an invoice setting forth the amount of the accrued and unpaid Yield and Fees for such Fixed Period with respect to the Receivable Interests held by the Conduit Purchaser(s) in such Managing Agent’s Purchaser Group.

          (e) All payments required to be made hereunder to any Purchaser shall be made by paying such amount to the applicable Purchaser Group Account in accordance with Section 2.08. Upon receipt of funds, such Managing Agent shall pay such funds to the related Purchaser(s) owed such funds in accordance with the records maintained by such Managing Agent. If a Managing Agent shall have paid to any Purchaser any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or (ii) exceeds that which such Purchaser was entitled to receive, such amount shall be promptly repaid to such Managing Agent by such Purchaser.

          SECTION 2.07 Yield and Fees . (a) The Servicer shall be entitled to receive a fee (the “ Servicing Fee ”) of 0.25% per annum (the “ Servicing Fee Rate ”) on the average daily Outstanding Balance of the Pool Receivables, payable in arrears on each Servicing Fee Payment Date. Upon three Business Days’ notice to the Managing Agents, the Servicer (if not an Originator, the Seller or its designee or an Affiliate of the Seller) may, with the prior written consent of each Managing Agent, elect to be paid, as such fee, another percentage per annum on the average daily Outstanding Balance of the Pool Receivables; provided , however , that in no event shall the new Servicing Fee exceed 110% of the actual costs and expenses of such Servicer. Notwithstanding anything herein to the contrary, the Servicing Fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Sections 2.04 and 2.05. To the extent such Collections are not sufficient to pay the Servicing Fee in full, none of the Seller, the Administrative Agent, the Managing Agents or the Purchasers shall have any liability for the deficiency.

          (b) The Seller shall pay to the Administrative Agent and each Managing Agent certain fees (collectively, the “ Fees ”) in the amounts and on the dates set forth in (i) the fee letter agreement dated as of the Initial Closing Date between the Seller and the Administrative Agent (as the same may be amended or restated from time to time, the “ Administrative Agent Fee Letter ”) and (ii) the amended and restated fee letter dated as of even date herewith among the Seller, the Administrative Agent and the Managing Agents (as the same may be amended or restated from time to time, the “ Purchaser Fee Letter ”).

          (c) On each Settlement Date for a Receivable Interest, the Seller shall pay to the relevant Managing Agent all accrued and unpaid Yield with respect to such Receivable Interest.

          SECTION 2.08 Payments and Computations, Etc. (a) All amounts to be paid by the Seller or the Servicer to the Administrative Agent, any Managing Agent or any Purchaser hereunder shall be paid no later than 12:00 noon (New York City time) on the day when due in same day funds to the applicable Purchaser Group Account. All amounts to be deposited by the Seller or the Servicer into the Collection Account, any Purchaser Group Account or any other account shall be deposited no later than 12:00 noon (New York City time) on the date when due.

          (b) Each of the Seller and the Servicer shall, to the extent permitted by law, pay interest on any amount not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2.00% per annum above the Alternate Base Rate, payable on demand.

          (c) All computations of Yield, Fees, and other amounts hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed, except that computations of interest and Yield based on the Alternate Base Rate shall be made on the basis of a year of 365 days (or 366, as applicable). 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. Any computations by the Administrative Agent or the applicable Managing Agent of amounts payable by the Seller hereunder shall be binding upon the Seller absent manifest error.

          SECTION 2.09 Dividing or Combining Receivable Interests . Either the Seller or (following a Termination Event or an Incipient Termination Event) the Administrative Agent may, upon notice to the other party received at least three Business Days prior to the last day of any Fixed Period in the case of the Seller giving notice, or up to the last day of such Fixed Period in the case of the Administrative Agent giving notice, either (i) divide any Receivable Interest into two or more Receivable Interests having an aggregate Capital equal to the Capital of such divided Receivable Interest, or (ii) combine any two or more Receivable Interests originating on such last day or having Fixed Periods ending on such last day into a single Receivable Interest having a Capital equal to the aggregate of the Capital of such Receivable Interests; provided , however , that no Receivable Interest owned by any Conduit Purchaser may be combined with a Receivable Interest owned by any other Purchaser, and a Receivable Interest held by the Committed Purchasers in any Purchaser Group may not be combined with any Receivable Interest held by Purchasers in any other Purchaser Group.

          SECTION 2.10 Breakage Costs .

          (a) The Seller shall indemnify the Purchasers against any loss or expense incurred by the Purchasers, either directly or indirectly, as a result of the failure of any Incremental Purchase to be made for any reason on the date specified by the Seller pursuant to Section 2.02, including any loss or expense incurred by the Purchasers by reason of the liquidation or reemployment of funds acquired by the Purchasers (including funds obtained by issuing Promissory Notes, obtaining deposits as loans from third parties and reemployment of funds) to fund such Incremental Purchase.

          (b) The Seller further agrees to pay all Liquidation Fees associated with a reduction of the Capital at any time.

          (c) A certificate as to any loss, expense or Liquidation Fees payable pursuant to this Section 2.10 submitted by any Purchaser, through its Managing Agent, to the Seller shall be conclusive in the absence of manifest error.

          SECTION 2.11 Illegality . Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Law or in the interpretation or application thereof by any relevant Official Body shall make it unlawful for any Purchaser to make or maintain Receivable Interests for which Yield is calculated by reference to the Adjusted Eurodollar Rate (each a “ Eurodollar Receivable Interest ”) as contemplated by this Agreement or to obtain in the interbank eurodollar market the funds with which to make or maintain any such Eurodollar Receivable Interest, (a) such Purchaser shall promptly notify the Administrative Agent, its Purchaser Managing Agent and the Seller thereof, (b) the obligation of such Purchaser to fund or maintain Eurodollar Receivable Interests or continue Eurodollar Receivable Interests as such shall forthwith be cancelled and (c) such Purchaser’s Receivable Interests then outstanding as Eurodollar Receivable Interests, if any, shall be converted on the last day of the Fixed Period for such Receivable Interests or within such earlier period as required by Law into Receivable Interest that accrue Yield based on the Alternate Base Rate (each a “ Base Rate Receivable Interest ”).

          SECTION 2.12 Inability to Determine Eurodollar Rate . Notwithstanding any other provision of this Agreement, if (i) the Administrative Agent reasonably determines that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining a rate for Eurodollar Receivable Interests as provided in the definition of Adjusted Eurodollar Rate for any Fixed Period or (ii) Committed Purchasers representing at least a majority of the Aggregate Commitment shall determine (which determination shall be conclusive) that the rates for the purpose of computing the Adjusted Eurodollar Rate do not adequately and fairly reflect the cost to such Committed Purchasers of funding a Eurodollar Receivable Interests that the Seller has requested be outstanding as a Eurodollar Receivable Interest during such Fixed Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Seller and each Managing Agent at least two Business Days prior to the first day of such Fixed Period. Unless the Seller shall have notified the applicable Managing Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such Eurodollar Receivable Interest, any Receivable Interests that were requested to be funded as Eurodollar Receivable Interests shall be Base Rate Receivable

Interests and any Receivable Interests that were requested to be converted into or continued as Eurodollar Receivable Interests shall be converted into Base Rate Receivable Interests. Until any such notice has been withdrawn by the Administrative Agent, no further Receivable Interests shall be funded as, continued as, or converted into, Eurodollar Receivable Interests.

          SECTION 2.13 Indemnity for Reserves and Expenses . (a) If the adoption of or any change in any Law or in the interpretation or application thereof or compliance by any Indemnified Party with any request or directive (whether or not having the force of law) from any central bank or other Official Body made subsequent to the date hereof (other than any such change that relates to Taxes, which are governed by Section 2.14):

     (i) 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, advances or loans or purchases by, or other credit extended by, or any other acquisition of funds by, any office of such Indemnified Party which are not otherwise covered by the adjustment to the Eurodollar Rate for the Eurodollar Rate Reserve Percentage as contemplated by the definition of “Adjusted Eurodollar Rate”; or

     (ii) does or shall impose on such Indemnified Party any other condition affecting this Agreement or any Receivable Interest or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Indemnified Party of making or maintaining Receivable Interests (or of maintaining its obligation to make any such Receivable Interest) or to reduce any amount received or receivable by such Indemnified Party hereunder, then, in any such case, the Seller shall promptly pay such Indemnified Party, upon demand from such Indemnified Party, any additional amounts necessary to compensate such Indemnified Party for such additional costs or reduction suffered which such Indemnified Party reasonably deems to be material as determined by such Indemnified Party with respect to its Receivable Interests. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Indemnified Party, through its Managing Agent, to the Seller setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive in the absence of manifest error.

          (b) If any Indemnified Party shall have determined that the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy or any change therein, or any change in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto or otherwise as a consequence of the transactions contemplated hereby to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within fifteen days after demand by such Indemnified Party through its Managing Agent, the Seller shall pay to such Managing

Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Indemnified Party, through its Managing Agent, to the Seller setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive in the absence of manifest error.

          (c) Failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Indemnified Party’s right to demand such compensation; provided , however , that the Seller shall not be required to compensate an Indemnified Party pursuant to this Section 2.13 for any increased costs or reductions incurred more than 180 days prior to the date that such Indemnified Party notifies the Seller of the change, event or circumstance giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided , further , that, if the change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          SECTION 2.14 Indemnity for Taxes . (a) Any and all payments and deposits required to be made hereunder or under any other Transaction Document by the Servicer or the Seller shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding net income, profits or branch profits taxes that are imposed by the United States and franchise, profits, branch profits and net income taxes that are imposed on an Indemnified Party by the state or foreign jurisdiction under the laws of which such Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or the jurisdiction in which any office making or participating in a purchase hereunder is located, or in each case any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes ”). If the Seller or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (i) the Seller shall make an additional payment to such Indemnified Party, in an amount sufficient so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.14), such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Seller or the Servicer, as the case may be, shall make such deductions and (iii) the Seller or the Servicer, as the case may be, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

          (b) In addition, the Seller agrees to pay any present or future stamp or other documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any other Transaction Document or from the execution, delivery or registration of this Agreement or any other Transaction Document (hereinafter referred to as “ Other Taxes ”); provided that the Indemnified Party shall notify Seller prior to the Initial Closing Date (or, if later, the date such Indemnified Party became a party to this Agreement) that such Other Taxes imposed by (i) a foreign jurisdiction under the laws of which an Indemnified Party is organized or in which it is a citizen, resident or domiciliary, or (ii) a foreign jurisdiction in which any office making or participating in a purchase hereunder is

located, (including, in each case, any political subdivision thereof), will be due and owing to the extent that such Indemnified Party has knowledge of the same prior to the Initial Closing Date.

          (c) The Seller will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.14) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty days from the date the Indemnified Party makes written demand therefor (and a copy of such demand shall be delivered to the Administrative Agent and the Managing Agent for such Indemnified Party’s Group). A certificate as to the amount of such indemnification submitted to the Seller, the Administrative Agent and the Managing Agent for such Indemnified Party’s Group by such Indemnified Party, setting forth, in reasonable detail, the basis for and the calculation thereof, shall be conclusive and binding for all purposes absent manifest error.

          (d) Each Purchaser or Participant who is organized outside the United States (each, a “ Non-U.S. Person ”) shall, prior to the date hereof (or, in the case of any Person who becomes a Purchaser or a Participant after the date hereof, prior to the date on which it so becomes a Purchaser or a Participant), (x) deliver to the Seller and the Administrative Agent such properly completed and duly executed certificates, documents or other evidence, as required by the IRC or Treasury regulations issued pursuant thereto, including Internal Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or statement of exemption required to establish that such payment is (i) not subject to withholding under the IRC because such payment is effectively connected with the conduct by such Indemnified Party of a trade or business in the United States or (ii) totally exempt from United States tax under a provision of an applicable tax treaty and (y) upon request of the Seller or the Administrative Agent, and to the extent it may do so under applicable law, furnish any other government forms which are necessary or required under an applicable tax treaty or otherwise by law to reduce or eliminate any withholding tax; provided , however , that in the event that a Non-U.S. Person is classified as other than a corporation for U.S. federal income tax purposes, such Non-U.S. Person agrees to provide any other form certificate or statement of exemption necessary to fully establish such Non-U.S. Person’s (and, if applicable, such Non-U.S. Person’s beneficial owners’) entitlement to a complete exemption from withholding of U.S. taxes on all amounts to be received by such Non-U.S. Person (or, if applicable, such Non-U.S. Person’s beneficial owners’) pursuant to this Agreement and the other Transaction Documents. Each such Purchaser that changes its funding office shall promptly notify the Seller and the Administrative Agent of such change and, upon written request from the Seller or the Administrative Agent, shall deliver any new certificates, documents or other evidence required pursuant to the preceding sentence prior to the immediately following due date of any payment by the Seller hereunder. Unless the Seller and the Administrative Agent have received forms or other documents satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, notwithstanding paragraph (a), the Seller or the Administrative Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to or for any Indemnified Party organized under the laws of a jurisdiction outside the United States, and the applicable provisions of paragraph (g) below shall apply to such Purchaser.

          (e) Further, each Non-U.S. Person agrees (i) to deliver to the Seller and the Administrative Agent, and if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further duly completed and signed copies of any forms required to be delivered pursuant to Section 2.14(d), or successor and related applicable forms, on or before the date that any such form expires or becomes obsolete and promptly after the occurrence of any event requiring a change from the most recent form(s) previously delivered by it to the Seller and Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) in accordance with applicable U.S. laws and regulations and (ii) to notify promptly the Seller and the Administrative Agent, and, if applicable, the assigning Purchaser (or, in the case of a Participant, the Purchaser from which the related participation shall have been transferred) if it is no longer able to deliver, or if it is required to withdraw or cancel, any form or statement previously delivered by it.

          (f) Each Purchaser or Participant that is not a Non-U.S. Person shall deliver to the Seller and the Administrative Agent and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two duly completed copies of United States Internal Revenue Service Form W-9 (or applicable successor form) unless it establishes to the reasonable satisfaction of the Seller that it is otherwise eligible for an exemption from backup withholding tax or other applicable withholding tax. Each such Purchaser or Participant shall deliver to the Seller and the Administrative Agent and, if applicable, the assigning Purchaser (or, in the case of a Participant, to the Purchaser from which the related participation shall have been transferred) two further properly completed and duly executed forms and statements (or applicable successor forms) at or before the time any such form or statement becomes obsolete.

          (g) The Seller shall not be required to pay any amounts to any Purchaser in respect of Taxes and Other Taxes pursuant to paragraphs (a), (b) and (c) above if the obligation to pay such amounts would not have arisen but for a failure by such Purchaser to comply with the provisions of paragraphs (b), (d), (e) and (f) above unless such Purchaser is unable to comply with paragraphs (b), (d), (e) and (f) because of (i) a change in applicable law, regulation or official interpretation thereof or (ii) an amendment, modification or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof, in each case after the date hereof (or, in the case of any Person who became a Purchaser after the date hereof, after the date on which it so became a Purchaser).

          (h) If the Administrative Agent or any Purchaser or Participant determines, in its sole discretion, that it has received a refund in respect of taxes paid or indemnified by the Seller, it shall promptly pay such refund to the Seller, but only to the extent of amounts paid or indemnified by the Seller with respect to Taxes, provided , however , that the Seller agrees to promptly return such refund to the Administrative Agent or the applicable Purchaser or Participant, as the case may be, if it receives notice from the applicable Purchaser or Participant that such person is required to repay such refund, plus any penalties, interest or other charges imposed by the relevant governmental authority. This Section shall not be construed to require the Administrative Agent or any Purchaser or Participant to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Seller or any other Person.

          SECTION 2.15 Security Interest . As security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Seller Obligations, the Seller hereby assigns to the Administrative Agent for its benefit and the ratable benefit of the other Indemnified Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the other Indemnified Parties, a security interest in, all of the Seller’s right, title and interest in and to:

     (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Related Security and Collections with respect thereto;

     (b) all Contracts, whether now owned or existing or hereafter acquired or arising, including, without limitation, with respect to each Contract (i) all rights of the Originator to receive moneys due or to become due under or pursuant to such Contract (whether or not earned by performance), (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such Contract, (iii) all rights of the Originator to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Contract, (iv) claims of the Originator for damages arising out of or for breach of or default under such Contract, and (v) the right of the Originator to compel performance and otherwise exercise all remedies thereunder;

     (c) the Deposit Accounts and the Collection Account, including, without limitation, (i) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing any of such accounts or any funds and other evidences of payment held therein, (ii) all investment property and other financial assets held in, or acquired with funds from, such accounts and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Administrative Agent in substitution for any of the then existing accounts and (iv) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of such accounts;

     (d) all other assets of the Seller, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York), in which the Seller has any interest; and

     (e) to the extent not included in the foregoing, all Proceeds of any and all of the foregoing.

          SECTION 2.16 Optional Liquidation . The Seller may at any time direct that Reinvestment Purchases cease for the Receivable Interests of all Purchasers. Any such direction shall be made by giving the Administrative Agent and the Servicer at least two

Business Days’ prior written (including telecopy or other facsimile communication) notice (each a “ Reduction Notice ”) specifying the date on which such Reinvestment Purchases shall cease and, if desired, when such Reinvestment Purchases shall re-commence, identified as when the aggregate outstanding Capital is reduced by a specified amount (the “ Reduction Amount ”). If the Seller does not so specify the date on which Reinvestment Purchases shall re-commence, it may cause Reinvestment Purchases to re-commence at any time before the Termination Date, subject to the terms and conditions set forth herein, by notifying the Administrative Agent and the Servicer in writing (including by telecopy or other facsimile communication) at least one Business Day before the date on which it desires such Reinvestment Purchases to re-commence.

          SECTION 2.17 Optional Repurchase . The Seller may at any time at its option elect to repurchase all or any portion of the Receivable Interests, such repurchase to be made ratably among the Purchasers then holding Receivable Interests in proportion to the Capital of each. Any such repurchase shall be made on not less than three (3) Business Days’ prior written notice (each a “ Repurchase Notice ”) specifying the date on which such repurchase shall occur (the “ Repurchase Date ”) and the aggregate Capital of the Receivable Interest to be repurchased (the “ Repurchase Amount ”). On the Repurchase Date, the Seller shall pay the Repurchase Amount to the Purchasers ratably in accordance with the outstanding Capital of their respective Receivable Interests.

          SECTION 2.18 Termination of Purchaser Groups . If any Indemnified Party in a Purchaser Group makes a claim for payment pursuant to Section 2.13 then the Seller may, at its option, take either of the actions specified below.

     (i) The Seller may remove such Purchaser Group and terminate the Commitments of the Committed Purchasers in such Purchaser Group by paying to the Managing Agent for such Purchaser Group an amount (the “ Payout Amount ”) equal to the sum of (i) the aggregate Capital held by the Purchasers in such Purchaser Group, (ii) all Yield accrued and to accrue thereon through the last day of the applicable Fixed Period(s) to which such Capital has been allocated, (iii) all accrued and unpaid Fees owing to the members of such Purchaser Group and (iv) all other Seller Obligations owing to the members of such Purchaser Group under the Transaction Documents accrued through the date of such payment. Any such removal and termination shall be made upon not less than five (5) Business Days notice delivered by the Seller to the applicable Managing Agent and the Administrative Agent. The Payout Amount for any Purchaser Group shall be calculated by the relevant Managing Agent and notified to the Seller, which calculation shall be conclusive and binding absent manifest error. Upon such removal and termination, (x) the members of such Purchaser Group shall cease to be parties to this Agreement and the Commitments and Conduit Purchase Limits of the Purchasers in such Purchaser Group shall be reduced to zero and (y) the Purchase Limit will be reduced by an amount equal to the Commitments (determined immediately prior to such termination) of the Committed Purchasers in such Purchaser Group.

     (ii) The Seller may declare the Scheduled Commitment Termination Date to have occurred for all Purchasers in such Purchaser Group. Any such

declaration shall be made upon not less than five (5) Business Days notice delivered by the Seller to the applicable Managing Agent and the Administrative Agent. Upon the effectiveness of such declaration, (w) the Conduit Purchase Limit(s) and Purchaser Group Limit of such Purchaser Group shall be deemed to have been reduced to zero and Purchasers in such Purchaser Group shall have no further right or obligation to make any Purchases hereunder, (x) Amortization Date shall be deemed to have occurred for all Receivable Interests held by the Purchasers in such Purchaser Group, (y) the Capital allocable to such Receivable Interests shall be reduced out of Collections available for such purpose pursuant to Section 2.04 or 2.05, as applicable and (z) on each date on which such Capital is so reduced the Purchase Limit shall be deemed to be reduced by a corresponding amount. Once the Capital of such Receivable Interests has been reduced to zero and the members of such Purchaser Group shall have received payment in full of all accrued Yield, Fees and other Seller Obligations owing to them, the members of such Purchaser Group shall cease to be parties to this Agreement.

ARTICLE III

CONDITIONS OF PURCHASES

          SECTION 3.01 Conditions Precedent to Agreement . The effectiveness of this Agreement is subject to the conditions precedent that (i) all Fees required to have been paid on or prior to the date hereof pursuant to the Fee Letters shall have been paid in full and (ii) the Administrative Agent and each Managing Agent shall have received on or before such date, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative Agent and each Managing Agent:

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

          (b) A copy of the amended and restated Purchaser Fee Letter, duly executed and delivered by each of the parties thereto;

          (c) A certificate of the Secretary or Assistant Secretary of each Transaction Party certifying the names and true signatures of the officers of such Transaction Party authorized to sign the Transaction Documents to which it is a party; and

          (d) Such other documents, instruments, certificates and opinions as the Administrative Agent or any Managing Agent shall reasonably request.

          SECTION 3.02 Conditions Precedent to All Purchases . Each Purchase (including the initial Incremental Purchase and each Reinvestment Purchase) hereunder shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent and each Managing Agent all Servicer Reports required to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.03 and (b) on the date of

such Purchase the following statements shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true):

     (i) The representations and warranties contained in Sections 4.01 and 4.02 of this Agreement and Section 4.01 of the Originator Purchase Agreement are true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty must be true and correct in all respects, subject only to the materiality or Material Adverse Effect qualification set forth therein) on and as of the date of such Purchase as though made on and as of such date, and

     (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or an Incipient Termination Event, and

     (iii) In the case of any Purchase by a Conduit Purchaser, the applicable Managing Agent shall not have given the Seller notice (with a copy to the Administrative Agent) that such Conduit Purchaser has terminated the Reinvestment Purchases hereunder (unless such notice has been revoked by such Managing Agent), and

     (iv) Medco shall have sold or contributed to the Seller, pursuant to the Originator Purchase Agreement, all outstanding Receivables as of such date; and

          (c) The Administrative Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request for purposes of confirming compliance with the foregoing conditions.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

          SECTION 4.01 Representations and Warranties of the Seller . The Seller hereby represents and warrants as follows as of the date hereof and as of the date of each Purchase hereunder:

          (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware. The Seller is duly qualified to do business, and is in good standing, in every other jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

          (b) The execution, delivery and performance by the Seller of the Transaction Documents, including the Seller’s use of the proceeds of Purchases, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s certificate of formation or limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any

contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except as created pursuant to this Agreement). Each of the Transaction Documents has been duly executed and delivered by the Seller.

          (c) No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party or any other document to be delivered thereunder, except for the filing of UCC financing statements referred to in Section 3.01.

          (d) Each of the Transaction Documents to which the Seller is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such 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) The opening pro forma balance sheet of the Seller as of June 30, 2003, giving effect to the initial Incremental Purchase to be made under this Agreement, a copy of which has been furnished to the Administrative Agent and each Managing Agent, fairly presents the financial condition of the Seller as of such date, in accordance with GAAP. Since its formation no change, occurrence or development has occurred (including, without limitation, with respect to any commenced or threatened material litigation or proceeding) that has had or could reasonably be expected to have a Material Adverse Effect.

          (f) There is no pending or (to the best knowledge of the Seller) threatened action or proceeding affecting the Seller before any Official Body. The Seller is not in default in any material respect of any order of any Official Body.

          (g) No proceeds of any Purchase will be used for a purpose that violates or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time.

          (h) Each Receivable treated as or represented to be a Pool Receivable is owned by the Seller free and clear of any Adverse Claim (other than Adverse Claims created hereunder). The Purchasers have acquired a valid and perfected first priority security interest in each Pool Receivable now existing or hereafter arising and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim (other than Adverse Claims created hereunder). No effective financing statement or other instrument similar in effect is filed in any recording office listing the Seller as debtor, covering any asset of the Seller except such as may be filed in favor of the Administrative Agent in accordance with this Agreement. No effective financing statement or other instrument similar in effect, is filed in any recording office listing the Originator as debtor, covering any Receivable, Related Security or Collections except such as may be filed in favor of the Seller and assigned to the Administrative Agent in accordance with this Agreement. Prior to giving effect to any transfer under the Originator Purchase Agreement, all Receivables were payable to the Originator as principal for

its own account. The Originator has no obligation (whether pursuant to any contract, any requirement of Law or otherwise) to remit any Collections on the Receivables to any Pharmaceutical Plan or to any other Person, other than to the Sellers and the Purchasers as provided in the Originator Purchase Agreement and this Agreement.

          (i) Each Servicer Report (if prepared by any Transaction Party or one of their respective Affiliates, or to the extent that information contained therein is supplied by any Transaction Party or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished in writing at any time (whether before, on or after the date of this Agreement) by or on behalf of any Transaction Party to the Administrative Agent, any Managing Agent or any Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent, such Managing Agent or such Purchaser, as the case may be, at such time) as of the date so furnished, and no such Servicer Report, information, exhibit, financial statement, document, book, record or report contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

          (j) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Receivables are located at the address or addresses referred to in Section 5.01(b).

          (k) The names and addresses of all the Deposit Account Banks together with the account numbers of the Deposit Accounts at such Deposit Account Banks are as specified in Schedule IV hereto, as such Schedule IV may be updated from time to time pursuant to Section 5.01(g).

          (l) Since the date of its formation, the Seller has not used any company name, tradename or doing-business-as name other than the name in which it has executed this Agreement. The Seller’s Federal Employer Identification Number is 83-08665.

          (m) The Seller was formed on July 10, 2003 and the Seller did not engage in any business activities prior to the date of this Agreement. The Seller has no Subsidiaries. Medco directly owns 100% of the membership interests of the Seller, free and clear of any Adverse Claims.

          (n) The Seller is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such Act.

          (o) The Seller is Solvent.

          (p) With respect to each Receivable treated as or represented to be a Pool Receivable, the Seller (i) received such Receivable as a contribution to the capital of the Seller by the Originator or (ii) purchased such Receivable from the Originator in exchange for payment (made by the Seller to the Originator in accordance with the provisions of the Originator Purchase Agreement) of cash, an addition to the principal amount of the Subordinated Note, or a

combination thereof in an amount which constitutes fair consideration and reasonably equivalent value. No such sale or contribution was made for or on account of an antecedent debt owed by the Originator to the Seller and no such sale or capital contribution is or may be voidable or subject to avoidance under any section of the United States Bankruptcy Code.

          (q) Each Receivable included in the calculation of the Net Receivables Pool Balance on any date shall be an Eligible Receivable as of such date.

          (r) The Receivable Interest Percentage does not exceed the Maximum Receivable Interest Percentage.

          (s) No event has occurred and is continuing and no condition exists which constitutes a Termination Event or Incipient Termination Event.

          SECTION 4.02 Representations and Warranties of the Servicer . Medco, in its capacity as Servicer, hereby represents and warrants as follows as of the date hereof and as of the date of each Purchase hereunder:

          (a) The Servicer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.

          (b) The execution, delivery and performance by the Servicer of this Agreement and any other documents to be delivered by it hereunder (i) are within the Servicer’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Servicer’s certificate of incorporation or by-laws, (2) any Law applicable to the Servicer, (3) any material contractual restriction binding on or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, except, in the case of each of sub-clauses (2) through (4) of this clause (iii), to the extent that such contravention would not be reasonably expected to have a Material Adverse Effect, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. This Agreement has been duly executed and delivered by the Servicer.

          (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Servicer of this Agreement or any other Transaction Document to which it is a party.

          (d) This Agreement constitutes the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms.

(e) (i) The Servicer has heretofore furnished to the Purchasers its consolidated balance sheet and statements of income, stockholders’ equity and cash flows (i) for the fiscal years ending, and at, December 29, 2001 and December 28, 2002, and (ii) as of and for the fiscal quarter and the portion of the

fiscal year ended March 29, 2003. The financial statements described in clause (i) of this Section 4.02(e) were reported on by PricewaterhouseCoopers LLP for such fiscal years ending, and at, December 29, 2001 and December 28 2002, and in clause (ii) of this Section 4.02(e) were certified by the Servicer’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Servicer and its consolidated Subsidiaries as of such dates and for such periods in conformity with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above of this Section 4.02(e) . The Servicer has heretofore also furnished to the Purchasers its unaudited pro forma condensed consolidated statement of income, for its fiscal year ended December 28, 2002, and for its fiscal quarter ended March 29, 2003 and its unaudited pro forma condensed consolidated balance sheet at March 29, 2003. Such pro forma financial statements comply, in all material respects, with the requirements of Article XI of Regulation S-X of the SEC.

     (ii) Since December 28, 2002, there has been no change, occurrence or development that has had or could reasonably be expected to have a Material Adverse Effect.

          (f) There are no actions, suits or proceedings by or before any Official Body pending against or, to the knowledge of the Executive Officers, threatened against or affecting the Servicer or any of its Subsidiaries that (i) would reasonably be expected to be adversely determined, and (ii) if so determined either (x) would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (y) seek to enjoin, unwind or otherwise materially and adversely affect the transactions contemplated by the Transaction Documents.

          (g) All Obligors have been instructed to remit all their payments in respect of Receivables directly to a Deposit Account with respect to which a duly executed Control Agreement is in full force and effect.

          (h) On the date of each Purchase hereunder (and after giving effect thereto) the Receivable Interest Percentage does not exceed the Maximum Receivable Interest Percentage.

          (i) No event has occurred and is continuing and no condition exists which constitutes a Termination Event or Incipient Termination Event.

          (j) All of the representations and warranties of Medco made pursuant to the Originator Purchase Agreement are true and correct.

ARTICLE V

COVENANTS

          SECTION 5.01 Covenants of the Seller . Until the Final Payout Date:

          (a) Compliance with Laws, Etc. The Seller will comply in all respects with all applicable Laws and preserve and maintain its limited liability company existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such rights, franchises, qualifications, and privileges would not reasonably be expected to have a Material Adverse Effect.

          (b) Offices, Records and Books of Account . The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Receivables at (i) the address of the Seller specified in Section 11.02 as of the date of this Agreement or (ii) upon 30 days’ prior written notice to each Managing Agent, at any other locations in jurisdictions where all actions reasonably requested by any Managing Agent to protect and perfect the interests of the Administrative Agent and the Purchasers in the Receivables and the other assets referred to in Section 2.15 have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables and related Contracts 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 Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).

          (c) Performance and Compliance with Contracts and Credit and Collection Policy . The Seller will, at its expense, (i) timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contracts.

          (d) Sales, Liens, Etc. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (except for Adverse Claims created hereunder) upon or with respect to, any Receivable, Related Security, or Collections, or upon or with respect to any Deposit Account, the Collection Account or any other asset of the Seller, or assign any right to receive income in respect thereof.

          (e) Extension or Amendment of Receivables and Contracts . Except as provided in Section 6.02(c), the Seller will not, and will not permit the Originator to, extend, amend or otherwise modify the terms of any Receivable.

          (f) Change in Business or Credit and Collection Policy . The Seller will not make any change in the character of its business or in the Credit and Collection Policy, except for any such change in a Credit and Collection Policy that would not (i) impair the collectibility of any Receivables in any material respect or (ii) otherwise be reasonably likely to have a Material Adverse Effect.

          (g) Change in Payment Instructions to Obligors . The Seller will not add or terminate any Deposit Account from those listed in Schedule IV to this Agreement, or make any change in its instructions to Obligors regarding payments to be made in respect of the Receivables or payments to be made to any Deposit Account, unless the Administrative Agent shall have received notice of such addition, termination or change (including an updated

Schedule IV) and a fully executed Control Agreement with respect to each new Deposit Account. Each Deposit Account shall be maintained at all times in the name of the Seller.

          (h) Deposits to Deposit Accounts . The Seller will cause all Obligors to be instructed to remit all their payments in respect of Receivables to Deposit Accounts directly by wire transfer or electronic funds transfer to the relevant Deposit Account Bank. If the Seller or the Servicer shall receive any Collections directly, the Seller shall promptly (and in any event within one Business Day) cause such Collections to be deposited into a Deposit Account. The Seller will not permit funds which do not constitute Collections of Receivables from being deposited into any Deposit Account.

          (i) Further Assurances; Change in Name or Jurisdiction of Organization, etc .

     (A) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent or any Managing Agent may reasonably request, to perfect, protect or more fully evidence the Receivable Interests purchased under this Agreement and/or security interest granted pursuant to this Agreement, or to enable the Conduit Purchasers, the Committed Purchasers, the Managing Agents or the Administrative Agent to exercise and enforce their respective rights and remedies under this Agreement. Without limiting the foregoing, the Seller will, upon the request of the Administrative Agent or any Managing Agent, execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent or any Managing Agent may reasonably request, to perfect, protect or evidence such Receivable Interests and/or such security interest.

     (B) The Seller authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Receivables and the Related Security, the related Contracts and the Collections with respect thereto and the other collateral described in Section 2.15 without the signature of the Seller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law.

     (C) The Seller shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction of organization.

     (D) The Seller will not change its name, identity, limited liability company structure or tax identification number unless (1) the Administrative Agent shall have received at least thirty (30) days advance written notice of such change and (2) all actions by the Seller necessary or appropriate to perfect or maintain the perfection of the Receivable Interests and the security interest of the Administrative Agent granted pursuant to Section 2.15 (including, without limitation, the filing of all financing statements and the taking of such other

actions as the Administrative Agent may request in connection with such change) shall have been duly taken.

          (j) Reporting Requirements . The Seller will cause to be provided to each Managing Agent the following:

     (i) not later than the earlier of (i) 100 days after the end of each fiscal year of the Originator and (ii) 5 Business Days after the filing thereof with the SEC, (A) the audited consolidated balance sheet of the Originator and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Originator and its consolidated Subsidiaries on a consolidated basis, as of such dates and for such periods, in conformity with GAAP and (B) the consolidated balance sheet of the Seller and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Seller as of such dates and for such periods, in conformity with GAAP; provided that delivery within the time frame specified above of copies of the Originator’s Annual Report on Form 10-K filed with the SEC shall satisfy the requirements for the delivery of the Originator’s financial statements set forth in this clause (i);

     (ii) not later than the earlier of (i) 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Originator and (ii) 5 Business Days after the filing thereof with the SEC, the unaudited consolidated balance sheet of the Originator and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Originator and its consolidated Subsidiaries, on a consolidated basis, as of such dates and for such periods, in conformity with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided , however, that delivery within the time frame specified above of copies of Originator’s Quarterly Report on Form 10-Q filed with the SEC shall satisfy the requirements for the delivery of the Originator’s financial statements set forth in this clause (ii);

     (iii) at the time of the delivery of the financial statements provided for in clause (i) or clause (ii) of this Section 5.01(j), a certificate of a Financial Officer of the Originator or the Seller, as applicable, (A) certifying that, to the best of such officer’s knowledge, no Termination Event or Incipient Termination Event has occurred and is continuing or, if any Termination Event or Incipient Termination Event has occurred and is continuing, specifying the nature and extent thereof and (B) demonstrating, in reasonable detail, compliance with the financial ratios or requirements set forth in Schedule VI;

     (iv) as soon as possible and in any event within one Business Day after obtaining knowledge of the occurrence of each Termination Event or Incipient Termination Event, a statement of a Financial Officer of the Seller setting forth details of such Termination Event or Incipient Termination Event and the action that the Seller has taken and proposes to take with respect thereto;

     (v) promptly upon a Financial Officer becoming aware thereof, notice of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred and are then outstanding, would reasonably be expected to result in liability of the Originator and its Subsidiaries in an aggregate amount exceeding $5,000,000;

     (vi) at least thirty (30) days prior to any change in the name, jurisdiction of organization, corporate structure or tax identification number of any Transaction Party, a notice setting forth the new name, jurisdiction of organization, corporate structure or tax identification number, as applicable, and the effective date thereof;

     (vii) as soon as possible and in any event no later than the day of occurrence thereof, notice that the Originator has stopped selling or contributing to the Seller, pursuant to the Originator Purchase Agreement, all newly arising Receivables;

     (viii) promptly after receipt thereof, copies of all notices received by the Seller from the Originator under or in connection with the Originator Purchase Agreement;

     (ix) promptly upon learning thereof, notice of any downgrade in the Debt Rating (or the withdrawal by either S&P or Moody’s of a Debt Rating) of Medco, setting forth the Indebtedness affected and the nature of such change (or withdrawal);

     (x) promptly after the occurrence thereof any pending or threatened litigation or other event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect;

     (xi) promptly upon learning thereof, and in any event no later than the effective date thereof, notice of any amendment, waiver, termination or other modification to, or replacement or substitution for, the Credit Agreement;

     (xii) as soon as possible and in any event within one Business Day after obtaining knowledge of any event or circumstance described in any of clauses (i), (ii) or (iii) of the definition of “Rebate Conditions,” a statement of an Executive Officer of the Originator setting forth in reasonable detail the nature of such event or circumstance;

     (xiii) promptly upon the occurrence thereof, notice of any amendment to the Credit and Collection Policy; and

     (xiv) such other information respecting the Receivables or the condition or operations, financial or otherwise, of any Transaction Party (including, without limitation, information regarding any pending or threatened litigation) as the Administrative Agent or any Managing Agent may from time to time reasonably request.

          (k) Separateness . (i) The Seller shall at all times maintain at least one independent Manager who (w) is not currently and has not been during the five years preceding the date of this Agreement an officer, director, manager or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Medco Company, (x) is not a current or former officer or employee of the Seller, (y) is not a stockholder or equity owner of any Other Medco Company or any of their respective Affiliates (except through a mutual fund or similar pooled investment vehicle) and (z) who (A) has prior experience as an independent director for a corporation and/or independent manager of a limited liability company whose charter documents required the unanimous consent of all independent directors or independent managers, as the case may be, thereof before such corporation could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (B) has at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, or has otherwise been engaged for at least three years in the business of providing, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

     (ii) The Seller shall not direct or participate in the management of any other Person’s operations.

     (iii) The Seller shall conduct its business from an office separate from that of the Other Medco Companies (but which may be located in the same facility as one or more of the Other Medco Companies). The Seller shall have stationery and other business forms separate from that of the Other Medco Companies.

     (iv) The Seller shall at all times be adequately capitalized in light of its contemplated business.

     (v) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds except that (A) common overhead expenses may be shared by the Seller and the Other Medco Companies on a basis reasonably related to use and (B) the Servicer may pay operating expenses on the Seller’s behalf so long as the Servicer determines in its good faith business judgment that it will be reimbursed therefor out of the Seller’s own funds on or before the next succeeding Settlement Date.

     (vi) The Seller shall maintain its assets and transactions separately from those of any other Person, and the Seller shall reflect such assets and transactions in financial statements separate and distinct from those of the Other Medco Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from any other Person. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of any other Person.

     (vii) The Seller shall not maintain any joint account with any Other Medco Company or become liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Medco Company. The membership interests of the Seller and any Indebtedness (whether or not represented by promissory notes) of or issued by the Seller to the Originator or any of its Subsidiaries may not be pledged to secure Indebtedness of the Originator or any Other Medco Company.

     (viii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Person.

     (ix) The Seller shall not make loans, advances or otherwise extend credit to any other Person except as expressly contemplated by the Originator Purchase Agreement.

     (x) The Seller shall hold regular duly noticed meetings (or authorize actions by unanimous written consent) of its Board of Managers, make and retain minutes of such meetings and otherwise observe all limited liability company formalities.

     (xi) The Seller shall have bills of sale (or similar instruments of assignment) with respect to all assets (other than Receivables or interests therein acquired under the Originator Purchase Agreement) purchased from any of the Other Medco Companies, in each case to the extent such bills of sale would be customarily prepared in transactions with non-Affiliates.

     (xii) The Seller shall not engage in any transaction with any other Person, except as contemplated by this Agreement and the Originator Purchase Agreement.

     (xiii) The Seller shall prepare its financial statements separately from those of any of the Other Medco Companies and shall insure that any consolidated financial statements of any Other Medco Company that are filed with the Securities and Exchange Commission or any other Official Body or are furnished to any creditors of any Other Medco Company have notes clearly stating that (A) the Seller is the owner of the Pool Receivables and is a separate entity and (B) the Seller’s assets will be available first and foremost to satisfy the claims of the creditors of the Seller.

     (xiv) The Seller shall take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct with respect to the Seller and (y) comply with those procedures described in such provisions which are applicable to the Seller.

     (xv) The Seller will not commingle its funds or assets with those of any other Person or entity. The Seller will provide separately for its expenses and liabilities from its own funds (except as provided in paragraph (v) above), and will fairly and reasonably allocate any expenses associated with services provided by common employees, office space, or other overhead and administrative expenses with any affiliate.

     (xvi) The Seller will not identify itself as a division of any other person or entity, and will hold itself out to creditors and the public as a legal entity separate and distinct from any other entity and will correct any known misunderstanding regarding its separate identity.

     (xvii) The Seller will transact all business with Affiliates on an arms’ length basis and pursuant to commercially reasonable agreements.

     (xviii) After entering into the transactions contemplated by this Agreement and the Originator Purchase Agreement, the Seller will not transfer any of its assets to the Originator other than (i) transfers for fair or reasonably equivalent consideration and without the intent to hinder, delay or defraud the Seller’s creditors, and (ii) distributions that are not fraudulent or in violation of applicable entity law. If, after entering into the transactions contemplated by this Agreement and the Originator Purchase Agreement, the Originator transfers any of its assets to the Seller, the Seller will properly account for such transfers as capital contributions or sales made in accordance with the Originator Purchase Agreement and its limited liability company agreement, as applicable.

          (l) Transaction Documents . The Seller will not terminate, amend, waive or modify, or consent to any termination, amendment, waiver or modification of, any provision of any Transaction Document or grant any other consent or other indulgence under any Transaction Document, in each case without the prior written consent of each Managing Agent. The Seller will perform all of its obligations under the Originator Purchase Agreement and will enforce the Originator Purchase Agreement in accordance with its terms. The Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent and the Purchasers as assignees of Seller) under the Originator Purchase Agreement as the Administrative Agent may from time to time reasonably request, including , without limitation , making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Originator Purchase Agreement.

          (m) Nature of Business . The Seller will not engage in any business or engage in any transactions other than the purchase of Receivables, Related Security and Collections from the Originator and the transactions contemplated by this Agreement and the Originator Purchase Agreement. The Seller will not create or form any Subsidiary.

          (n) Mergers, Etc. The Seller will not merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person, other than as contemplated by this Agreement and the Originator Purchase Agreement.

          (o) Distributions, Etc. The Seller will not (A) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any membership interests or other equity interests in the Seller, or return any capital to its members or other equity holders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests or other equity of the Seller or any warrants, rights or options to acquire any membership interests or other equity of the Seller, now or hereafter outstanding, (B) prepay, purchase or redeem any Indebtedness (other than Indebtedness hereunder), (C) lend or advance any funds or (D) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (D) being referred to as “ Restricted Payments ”); provided, however , that, prior to the Termination Date, the Seller may declare and pay cash dividends to its sole member, and may make payments in respect of the Subordinated Note, in each case out of Collections available for such purpose pursuant to Section 2.04 so long as (i) no Termination Event or Incipient Termination Event shall then exist or would occur as a result thereof and (ii) any such dividends are in compliance with all applicable law including the Delaware Limited Liability Company Act, and have been approved by all necessary and appropriate limited liability company action of the Seller and its Board of Managers.

          (p) Indebtedness . The Seller shall not create, incur, guarantee, assume or suffer to exist any Indebtedness or other liabilities, whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of other obligations pursuant to, and, as expressly contemplated

in, the Originator Purchase Agreement, and (iv) the incurrence of operating expenses in the ordinary course of business.

          (q) Limited Liability Company Agreement . The Seller will not amend, modify or delete (or permit any amendment, modification or deletion of) (i) the definition of “Independent Manager” in its limited liability company agreement as in effect on the Initial Closing Date or (ii) any other provision of its limited liability company agreement as in effect on the Initial Closing Date if, pursuant to the terms thereof, such amendment, modification or deletion requires the consent of the Independent Manager thereunder.

          (r) Tangible Net Worth . The Seller will maintain Tangible Net Worth at all times equal to at least 3% of the aggregate Purchase Price (as defined in the Originator Purchase Agreement) of all outstanding Pool Receivables at such time (net of Collections that have been received on such outstanding Pool Receivables).

          (s) Taxes . The Seller will file all material tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except such as are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established. The Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of the Administrative Agent, the Managing Agents, the Conduit Purchasers or the Committed Purchasers.

          (t) Treatment as Sales . The Seller shall not account for or treat (whether in financial statements or otherwise) the transactions contemplated by the Originator Purchase Agreement in any manner other than as the sale and/or absolute conveyance of Receivables by Medco to the Seller.

          (u) Investments . The Seller shall not make any loans to, advances to, investments in or otherwise acquire any capital stock or equity security of, or any equity interest in, any other Person.

          (v) Control Agreements . The Seller shall cause all Deposit Accounts and the Collection Account to be subject at all times to a Control Agreement duly executed by the Servicer, the Seller, the Administrative Agent and the applicable bank at which such account is maintained.

          SECTION 5.02 Audits . Until the Final Payout Date, each of the Seller and the Servicer will, at their respective expense, from time to time during regular business hours as requested by the Administrative Agent or any Managing Agent upon reasonable prior notice, permit the Administrative Agent, any Managing Agent, or their respective agents or representatives (including independent public accountants, which may be the Seller’s or the Servicer’s independent public accountants), (i) to conduct periodic audits of the Receivables, the Related Security and the related Contracts, books and records and collections systems of the Seller or the Servicer, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Seller or the Servicer, as the case may be, relating to

Receivables and the Related Security, including, without limitation, the Contracts, and (iii) to visit the offices and properties of the Seller or the Servicer, as the case may be, for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Receivables and the Related Security or the Seller’s or the Servicer’s performance under the Transaction Documents or under the Contracts with any of the officers or employees of the Seller or the Servicer, as the case may be, having knowledge of such matters. In addition, upon the Administrative Agent’s request (acting either on its own initiative or at the request of any Managing Agent), the Servicer will appoint independent public accountants acceptable to the Administrative Agent, or utilize any Managing Agent’s representatives or auditors, to prepare and deliver to the Administrative Agent and each Managing Agent a written report (each an “ Accountants’ Report ”) with respect to the Receivables and the Servicer Reports (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form reasonably requested by the Administrative Agent and the Managing Agents. On or prior to the end of the sixth calendar month following the Initial Closing Date, an interim audit (the “Interim Audit”), the scope of which shall be to validate the information provided in the Monthly Report, shall be conducted at the Servicer’s expense and an Accountants’ Report submitted promptly thereafter. Each Accountants’ Report shall be at the expense of the Servicer; provided , however , that so long as no Termination Event or Incipient Termination Event has occurred and is continuing, the Administrative Agent may only request an Accountant’s Report at the Servicer’s expense once per calendar year (not including the Accountants’ Report relating to the Interim Audit); and provided , further , that any follow-up audit resulting from a material discrepancy disclosed in such report shall also be at the Servicer’s expense. The Administrative Agent and each Managing Agent shall use commercially reasonable efforts to minimize the disruption to the Servicer’s business in connection with any such audit, examination or visit.

          SECTION 5.03 Additional Covenants of the Servicer .

          (a) Compliance with Laws, Etc. The Servicer will comply in all respects with all applicable Laws and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such rights, franchises, qualifications, and privileges would not reasonably be expected to have a Material Adverse Effect.

          (b) Records and Books of Account . The Servicer will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables and related Contracts 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 Receivables (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).

          (c) Compliance with Contracts and the Credit and Collection Policy . The Servicer will (i) timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the Contracts.

          (d) Extension or Amendment of Receivables and Contracts . Except as provided in Section 6.02(c), the Servicer will not extend, amend or otherwise modify the terms of any Receivable.

          (e) Change in Credit and Collection Policy . The Servicer will not make any change in the Credit and Collection Policy, except for any such change that would not (i) impair the collectibility of any Receivables in any material respect or (ii) otherwise be reasonably likely to have a Material Adverse Effect. In the event that the Servicer makes any material change to the Credit and Collection Policy, it shall, promptly following such change, provide the Administrative Agent and each Managing Agent with an updated Credit and Collection Policy and a summary of all material changes.

          (f) Change in Payment Instructions to Obligors . The Servicer will not add or terminate any Deposit Account from those listed in Schedule IV to this Agreement, or make any change in its instructions to Obligors regarding payments to be made in respect of the Receivables or payments to be made to any Deposit Account, unless the Administrative Agent shall have received notice of such addition, termination or change (including an updated Schedule IV) and a fully executed Control Agreement with respect to each new Deposit Account. Each Deposit Account shall be maintained at all times in the name of the Seller.

          (g) Deposits to Deposit Accounts . The Servicer will instruct all Obligors to remit all their payments in respect of Receivables to Deposit Accounts directly by wire transfer or electronic funds transfer to the relevant Deposit Account Bank. If the Servicer shall receive any Collections directly, the Servicer shall promptly (and in any event within one Business Day) cause such Collections to be either (i) deposited into a Deposit Account or (ii) in the case of checks received by the Servicer, mailed to a Deposit Account Bank for deposit into a Deposit Account. The Servicer will not permit funds which do not constitute Collections of Receivables from being deposited into any Deposit Account.

          (h) Control Agreements . The Servicer shall cause all Deposit Accounts and the Collection Account to be subject at all times to a Control Agreement duly executed by the Servicer, the Seller, the Administrative Agent and the applicable bank.

          (i) Billing of Receivables . The Servicer shall bill all Unbilled Receivables as soon as practicable under the terms of the relevant Contract, and shall furnish to the applicable Obligor all supporting data and other information required to be furnished under the terms of such Contract in order to cause such Receivable to become due and payable.

          (j) Other Covenants . Medco (both individually and in its capacity as Servicer) shall perform and comply with all covenants required to be performed or observed by it pursuant to the Originator Purchase Agreement and each other Transaction Document to which it is a party.

ARTICLE VI

ADMINISTRATION AND COLLECTION OF RECEIVABLES

          SECTION 6.01 Designation of Servicer . The servicing, billing, administration and collection of the Pool Receivables shall be conducted by the Servicer so designated hereunder from time to time. Until the Administrative Agent (with the consent or at the direction of the Majority Managing Agents) gives notice to the Seller of the designation of a new Servicer (which notice may be given at any time following the occurrence and during the continuation of a Servicer Replacement Event), Medco is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Medco may not resign from the obligations and liabilities hereby imposed on it, unless required to do so by law as evidenced by an opinion of counsel in form and substance satisfactory to each Managing Agent. The Administrative Agent (with the consent or at the direction of the Majority Managing Agents), at any time after the occurrence and during the continuation of a Servicer Replacement Event, may designate as Servicer any Person (including itself) to succeed Medco or any successor Servicer, on such terms and conditions as the Administrative Agent and such successor Servicer shall agree. The Servicer may, with the prior consent of the Administrative Agent, subcontract with any other Person for the servicing, administration or collection of the Receivables. Any such subcontract shall not affect the Servicer’s liability for performance of its duties and obligations pursuant to the terms hereof. Without limiting the generality of the foregoing, any action taken or omitted to be taken by any Person that has entered into a subcontract with the Servicer shall be deemed to be an action or omission by the Servicer (including, without limitation, for purposes of determining whether any Receivable is a Diluted Receivable and for purposes of Sections 6.06 and 10.01).

          SECTION 6.02 Duties of Servicer . (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to bill and collect each Pool Receivable from time to time, all in accordance in all material respects with applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy and the terms of the Contracts. The Seller, each Purchaser and the Administrative Agent hereby appoint the Servicer, from time to time designated pursuant to Section 6.01, as their agent to enforce their respective rights and interests in the Pool Receivables, the Related Security and the related Contracts. In performing its duties as Servicer, the Servicer shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Receivables and shall act in such manner as it reasonably deems to be in the best interests of the Purchasers and the Administrative Agent. Following the occurrence and during the continuation of a Servicer Replacement Event the Administrative Agent (with the consent or at the direction of the Majority Managing Agents) shall have the sole right to direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or any Related Security with respect thereto.

          (b) The Servicer shall administer the Collections in accordance with Article II.

          (c) If no Termination Event shall have occurred and be continuing, the Servicer, may, in accordance with the Credit and Collection Policy, extend the maturity or adjust

the Outstanding Balance of any Pool Receivable as the Servicer deems appropriate to maximize Collections thereof; provided , however , that the classification of any such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension; provided , further , that if such Receivable is an Eligible Receivable, the Servicer shall not amend or modify such Receivable or any term or condition of any Contract related thereto in a manner that would cause such Receivable to cease to be an Eligible Receivable; provided , further , that the Servicer shall not, nor permit the Originator to, amend, modify or waive any term or condition of any term or condition of any Receivable or any Contract related thereto, unless such amendment, modification or waiver (i) is made in accordance with the Credit and Collection Policy and (ii) could not reasonably be expected to cause any existing Receivable to cease to be an Eligible Receivable or otherwise have a Material Adverse Effect. The Servicer shall notify each Managing Agent of any such extension or adjustment for a particular Obligor during any calendar year that affects Pool Receivables having an aggregate Outstanding Balance of $50,000,000 or more. Following the occurrence and during the continuation of a Termination Event, the Servicer may grant such extensions or adjustments only with the prior written consent of the Administrative Agent (acting with the consent or at the direction of the Majority Managing Agents). In no event shall the Servicer be entitled to make any Purchaser, any Managing Agent or the Administrative Agent a party to any litigation involving the Transaction Documents or the Receivables without such Purchaser’s, such Managing Agent’s or the Administrative Agent’s prior written consent.

          (d) The Servicer shall hold in trust for the Seller, the Administrative Agent, the Managing Agents and each Purchaser, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Pool Receivables or Related Security. The Servicer shall mark the Seller’s and the Originator’s master data processing records evidencing the Pool Receivables with a legend, reasonably acceptable to the Administrative Agent, evidencing that Receivable Interests therein have been sold. At the request of the Administrative Agent following a Termination Event or Involuntary Bankruptcy Event, the Servicer shall mark each Contract and each invoice which evidence or relate to Pool Receivables with a legend, reasonably acceptable to the Administrative Agent, evidencing that Receivable Interests therein have been sold and shall deliver to the Administrative Agent a copy (which may be in electronic form) of each invoice evidencing each Receivable.

          (e) The Servicer shall, as soon as practicable following receipt and identification thereof, and in any event within one Business Day, turn over to the Seller or such other Person as may be entitled thereto any cash collections or other cash proceeds received in the Deposit Accounts and not constituting Collections of Receivables.

          SECTION 6.03 Reports . (a)  Monthly Report . No later than 4:00 p.m., New York City time, on each Monthly Reporting Date, the Servicer shall deliver to each Managing Agent and the Seller a monthly report, substantially in the form of Annex A-1, containing the information listed in Annex A-1 with respect to the immediately preceding Calculation Period and such other information as the Administrative Agent or any Managing Agent may reasonably request.

          (b) Weekly Reports . During any Rating Level 2 Period, the Servicer shall deliver to each Managing Agent and the Seller, no later than 11:00 a.m., New York City time, on the second Business Day of each calendar week, a Weekly Report containing the information listed in Annex A-2 with respect to the immediately preceding calendar week, and such other information as the Administrative Agent or any Managing Agent may reasonably request.

          (c) Daily Reports . During any Rating Level 3 Period or Rating Level 4 Period, the Servicer shall deliver to each Managing Agent and the Seller, no later than 11:00 a.m., New York City time, on each Business Day, a Daily Report setting forth total Collections received and Receivables originated during the immediately preceding Business Day, the Net Receivables Pool Balance at the end of the immediately preceding Business Day, and such other information as the Administrative Agent or any Managing Agent may reasonably request.

          (d) Reports following Termination Event . On each Business Day after the occurrence of a Termination Event, to the extent the Servicer is not otherwise required to deliver Daily Reports pursuant to this Section 6.03, the Servicer shall deliver to each Managing Agent a daily report setting forth Collections received on the previous Business Day and the Outstanding Balance of Eligible Receivables as of the close of business on the previous Business Day, and such other information as the Administrative Agent or any Managing Agent may reasonably request.

          (e) Transmission of Servicer Reports . The Servicer shall transmit each Servicer Report to each Managing Agent by electronic mail. In addition, the Servicer shall transmit a copy of each such Servicer Report to the Managing Agents by facsimile (certified by a Financial Officer of the Servicer or such other employee of the Servicer as shall have primary responsibility for the preparation of such report and shall have been authorized to certify Servicer Reports hereunder by a Financial Officer).

          (f) Notice of Termination Events . The Servicer shall provide to each Managing Agent, promptly, and in any event within one Business Day after the Servicer obtains knowledge thereof, notice of any Termination Event or Incipient Termination Event.

          (g) Notice of Downgrades . Promptly upon learning thereof, the Servicer shall provide to each Managing Agent notice of any downgrade in the Debt Rating (or the withdrawal by either S&P or Moody’s of a Debt Rating) of the Originator, setting forth the Indebtedness affected and the nature of such change (or withdrawal).

          (h) Other Information . The Servicer shall provide to each Managing Agent, promptly upon request, such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Servicer (including, without limitation, information regarding any pending or threatened litigation) as the Administrative Agent or any Managing Agent may from time to time reasonably request.

          SECTION 6.04 Certain Rights of the Administrative Agent . (a) At any time following the occurrence and during the continuation of (i) a Termination Event, (ii) an Involuntary Bankruptcy Event, (iii) Rating Level 3 Period or (iv) Rating Level 4 Period, the Administrative Agent may have each Deposit Account transferred into the name of the

Administrative Agent and/or assume exclusive control of the Deposit Accounts, and may take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including, without limitation, delivering the notices attached to the Control Agreements).

          (b) At any time following the occurrence and during the continuation of a Termination Event or a Rating Level 4 Period:

     (i) At the Administrative Agent’s request (acting on its own initiative or at the direction of the Majority Managing Agents) and at the Seller’s expense, the Servicer shall (and if the Servicer shall fail to do so within three Business Days, the Administrative Agent may) notify each Obligor of Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or its designee.

     (ii) At the Administrative Agent’s request (acting on its own initiative or at the direction of the Majority Managing Agents) and at the Seller’s or the Servicer’s expense, the Seller and the Servicer shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Receivables, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.

          (c) Each of the Seller and the Servicer authorizes the Administrative Agent, and hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in place of the Seller or the Servicer, following the occurrence and during the continuation of a Termination Event or any Rating Level 4 Period, to take any and all steps in the Seller’s or the Servicer’s name and on behalf of the Seller or the Servicer that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Receivables, including, without limitation, endorsing the Seller’s, the Servicer’s or the Originator’s name on checks and other instruments representing Collections of Receivables and enforcing the Receivables and the Related Security and related Contracts.

          SECTION 6.05 Rights and Remedies . (a) If the Servicer or the Seller fails to perform any of its obligations under this Agreement, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; and the Administrative Agent’s costs and expenses reasonably incurred in connection therewith shall be payable by the Servicer or the Seller, as applicable.

          (b) The Seller and the Originator shall perform their respective obligations under the Contracts related to the Receivables to the same extent as if Receivable Interests had not been sold and the exercise by the Administrative Agent on behalf of the Conduit Purchasers, the Managing Agents and the Committed Purchasers of their rights under this Agreement shall not release the Originator or the Seller from any of their duties or obligations with respect to any Receivables or related Contracts. None of the Administrative Agent, the Conduit Purchasers, the Managing Agents or the Committed Purchasers shall have any obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Seller or the Originator thereunder.

          (c) The Administrative Agent’s rights and powers under this Article VI shall not subject the Administrative Agent to any liability if any action taken by it proves to be inadequate or invalid, nor shall such powers confer any obligation whatsoever upon the Administrative Agent.

          SECTION 6.06 Indemnities by the Servicer . Without limiting any other rights that the Indemnified Parties may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities, deficiencies, costs, disbursements and expenses, including, without limitation, interest, penalties, amounts paid in settlement and reasonable attorneys’ fees (all of the foregoing being collectively referred to as “ Special Indemnified Amounts ”) arising out of or resulting from any of the following (excluding, however, (a) Special Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction finds that such Special Indemnified Amounts resulted from gross negligence or willful misconduct on the part of such Indemnified Party and (b) any income taxes or any other tax or fee measured by income incurred by such Indemnified Party arising out of or as a result of this Agreement or the ownership of Receivable Interests or in respect of any Receivable or any Contract):

     (i) any representation, warranty, certification, report or other statement made or deemed made by the Servicer under or in connection with this Agreement or any other Transaction Document which shall have been incorrect in any respect when made or deemed made;

     (ii) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or Contract;

     (iii) 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, the Contracts and the Related Security and Collections in respect thereof, whether at the time of any purchase or reinvestment or at any subsequent time;

     (iv) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document;

     (v) the commingling of Collections of Receivables at any time by the Servicer or any of its Affiliates (other than the Seller) with other funds;

     (vi) any action by the Servicer (other than an action required by the Transaction Documents) reducing or impairing the rights of the Administrative Agent, the Conduit Purchasers or the Committed Purchasers with respect to any Receivable or the value of any Receivable;

     (vii) any Servicing Fees or other costs and expenses payable to any replacement Servicer, to the extent in excess of the Servicing Fees payable to Medco in its capacity as Servicer hereunder;

     (viii) any claim brought by any Person other than an Indemnified Party arising from any activity by the Servicer or its Affiliates in servicing, administering, billing or collecting any Receivable; or

     (ix) any change in the Credit and Collection Policy which impairs the collectibility of any Receivable or the ability of the Servicer to perform its obligations under this Agreement.

          Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Servicer’s indemnification obligations in clauses (i) and (iv) of this Section 6.06, any representation, warranty or covenant qualified by the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not so qualified. It is expressly agreed and understood by the parties hereto (x) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of collectibility or payment of the Receivables and (y) that nothing in this Section 6.06 shall require the Servicer to indemnify any Person for Receivables that are not collected, not paid or uncollectible solely on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor except to the extent of any Indemnified Amounts arising from the improper characterization of any such Receivables as Eligible Receivables.

          SECTION 6.07 Administrative Agent Account . (a) At the request of the Administrative Agent, upon the earliest to occur of (i) 30 days after the commencement of a Ratings Level 2 Period, (ii) two Business Days after the commencement of a Ratings Level 3 Period or Ratings Level 4 Period, (iii) the Termination Date or (iv) the occurrence and continuance of any Termination Event or any Involuntary Bankruptcy Event, the Servicer shall (and if the Servicer fails to do so, the Administrative Agent may) cause to be established with Citibank (or another bank satisfactory to each Managing Agent) in the name of the Administrative Agent, a segregated account (the “ Administrative Agent Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Purchasers. Upon the establishment of such account, such account shall constitute the “Collection Account” for all purposes hereunder. The Servicer shall deliver, or cause to be delivered to the Administrative Agent, as soon as practicable and in any event no later than two Business Days after such Administrative Agent Account is required to be established as provided above, a Control Agreement with respect to such account in substantially the form attached as

Annex B-2 or in such other form as the Administrative Agent may approve, duly executed by the Seller, the Servicer and the bank at which such account is maintained.

          (b) Each of the Seller and the Servicer agrees that the Administrative Agent shall have exclusive dominion and control over the Administrative Agent Account and all monies, instruments and other property from time to time deposited in or credited to the Administrative Agent Account; provided , however , that, until notified to the contrary by the Administrative Agent, the Servicer shall have the right to withdraw funds from the Administrative Agent Account for application in accordance with Sections 2.04 or 2.05, as applicable. The Servicer shall cause the Administrative Agent Account to be subject at all times to a Control Agreement, duly executed by the Seller, the Servicer, the Administrative Agent and the bank at which the Administrative Agent Account is maintained.

          (c) The Servicer may invest funds on deposit in the Administrative Agent Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Permitted Investments as the Servicer may select; provided , however , that each such Permitted Investment shall have a maturity date no later than the next succeeding Settlement Date. Such proceeds, interest or income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement, be dep