SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

POOL PURCHASE

PRELIMINARY STATEMENTS

EXHIBIT 1

Section 1.1   Purchase Facility

Section 1.2   Increases

Section 1.3   Decreases

Section 1.4   Payment Requirements

Section 1.5   Restated Agreement

Section 2.1   Payments

Section 2.2   Collections Prior to Amortization

Section 2.3   Collections Following Amortization

Section 2.4   Application of Collections

first , to the payment of Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables , including the Servicing Fee, if Seller or one of its Affiliates is not then acting as Servicer,

second , to the reimbursement of the Agent’s costs of collection and enforcement of this Agreement,

third , for the ratable payment of all other unpaid Obligations , provided that to the extent such Obligations relate to the payment of Servicer costs and expenses, including the Servicing Fee, when Seller or one of its Affiliates is acting as Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations,

fourth , (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage) and

fifth , after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Section 2.5   Payment Recission

Section 2.6   Maximum Purchaser Interests

Section 2.7   Clean Up Call

Section 3.1   CP Costs

Section 3.2   CP Costs Payments

Section 3.3   Calculation of CP Costs

Section 4.1   Committed Purchaser Funding

Section 4.2   Yield Payments

Section 4.3   Selection and Continuation of Tranche Periods

(a)   With consultation from (and approval by) the relevant Funding Agent, Seller shall from time to time request Tranche Periods for the Committed Purchaser Interests in a Conduit Group, provided that, if at any time the Committed Purchasers shall have a Purchaser Interest, Seller shall always request Tranche Periods such that at least one Tranche Period shall end on the date specified in clause (A) of the definition of Settlement Date.

(b)   Seller or the relevant Funding Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Tranche Period (the “ Terminating Tranche ”) for any Purchaser Interest, may, effective on the last day of the Terminating Tranche:  (i) divide any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends, provided , that in no event may a Purchaser Interest of a Conduit be combined with a Committed Purchaser Interest or of another Conduit, and in no event may a Committed Purchaser Interest be combined with a Purchaser Interest of a Purchaser in a different Conduit Group.

Section 4.4   Committed Purchaser Discount Rates

Section 4.5   Suspension of the LIBO Rate

(b)   If less than all of the Committed Purchasers give a notice to the relevant Funding Agent pursuant to Section 4.5(a) , each Committed Purchaser which gave such a notice shall be obliged, at the request of Seller, a Conduit in the same Conduit Group or the Agent, to assign all of its rights and obligations hereunder to (i) another Committed Purchaser in the same Conduit Group or (ii) another funding entity nominated by Seller or the Agent that is acceptable to such Conduit and willing to participate in this Agreement through the Liquidity Termination Date in the place of such notifying Committed Purchaser; provided that (i) the notifying Committed Purchaser receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Committed Purchaser’s Pro Rata Share of the Capital and Yield owing to all of the Committed Purchasers in the same Conduit Group and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Committed Purchasers in the same Conduit Group, and (ii) the replacement Committed Purchaser otherwise satisfies the requirements of Section 12.1(b) .

Section 4.6   Extension of Liquidity Termination Date.

(a)   Seller may request one or more 364-day extensions of the Liquidity Termination Date then in effect by giving written notice of such request to the Agent (each such notice an “ Extension Notice ”) at least 60 days prior to the Liquidity Termination Date then in effect.  After the Agent’s receipt of any Extension Notice, the Agent shall promptly advise each Committed Purchaser of such Extension Notice.  Each Committed Purchaser may, in its sole discretion, by a revocable notice (a “ Consent Notice ”) given to the Agent on or prior to the 30th day prior to the Liquidity Termination Date then in effect (such period from the date of the Extension Notice to such 30th day being referred to herein as the “ Consent Period ”), consent to such extension of such Liquidity Termination Date;  provided , however , that, except as provided in Section 4.6(b) , such extension shall not be effective with respect to any of the Committed Purchasers if any one or more Committed Purchasers:  (i) notifies the Agent during the Consent Period that such Committed Purchaser either does not wish to consent to such extension or wishes to revoke its prior Consent Notice or (ii) fails to respond to the Agent within the Consent Period (each Committed Purchaser that does not wish to consent to such extension or wishes to revoke its prior Consent Notice or fails to respond to the Agent within the Consent Period is herein referred to as a “ Non-Renewing Committed Purchaser ”).  If none of the events described in the foregoing clauses (i) or (ii) occurs during the Consent Period and all Consent Notices have been received, then, the Liquidity Termination Date shall be irrevocably extended until the date that is 364 days after the Liquidity Termination Date then in effect.  The Agent shall promptly notify Seller of any Consent Notice or other notice received by the Agent pursuant to this Section 4.6(a) .

(b)   Upon receipt of notice from the Agent pursuant to Section 4.6(a) of any Non-Renewing Committed Purchaser or that the Liquidity Termination Date has not been extended, one or more of the Committed Purchasers (including any Non-Renewing Committed Purchaser) may proffer to the Agent and each Funding Agent the names of one or more institutions meeting the criteria set forth in Section 12.1(b)(i) that are willing to accept assignments of and assume the rights and obligations under this Agreement and the other applicable Transaction Documents of the Non-Renewing Committed Purchaser.  Provided the proffered name(s) are acceptable to the Agent and each Funding Agent, the Agent shall notify the remaining Committed Purchasers of such fact, and the then existing Liquidity Termination Date shall be extended for an additional 364 days upon satisfaction of the conditions for an assignment in accordance with Section 12.1 and the Commitment of each Non-Renewing Committed Purchaser shall be reduced to zero.  If the rights and obligations under this Agreement and the other applicable Transaction Documents of each Non-Renewing Committed Purchaser are not assigned as contemplated by this Section 4.6(b) (each such Non-Renewing Committed Purchaser whose rights and obligations under this Agreement and the other applicable Transaction Documents are not so assigned is herein referred to as a “ Terminating Committed Purchaser ”) and at least one Committed Purchaser is not a Non-Renewing Committed Purchaser, the then existing Liquidity Termination Date shall be extended for an additional 364 days; provided , however , that (i) each of the Purchase Limit and the relevant Group Purchase Limit shall be reduced on the Liquidity Termination Date that such Terminating Committed Purchaser did not consent to extend by an aggregate amount equal to the Terminating Commitment Availability as of such date of each Terminating Committed Purchaser and shall thereafter continue to be reduced by amounts equal to any reduction in the Capital of any Terminating Committed Purchaser (after application of Collections pursuant to Sections 2.2 and 2.3 ) and (ii) the Commitment of each Terminating Committed Purchaser shall be reduced to zero on the Termination Date applicable to such Terminating Committed Purchaser.  Upon reduction to zero of the Capital of all of the Purchaser Interests of a Terminating Committed Purchaser (after application of Collections thereto pursuant to Sections 2.2 and 2.3 ) all rights and obligations of such Terminating Committed Purchaser hereunder shall be terminated and such Terminating Committed Purchaser shall no longer be a “Committed Purchaser”; provided , however , that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Terminating Committed Purchaser prior to its termination as a Committed Purchaser.

(c)   Any requested extension of the Liquidity Termination Date may be approved or disapproved by a Committed Purchaser in its sole discretion.  In the event that the Commitments are not extended in accordance with the provisions of this Section 4.6 , the Commitment of each Committed Purchaser shall be reduced to zero on the Liquidity Termination Date.  Upon reduction to zero of the Commitment of a Committed Purchaser and upon reduction to zero of the Capital of all of the Committed Purchaser Interests all rights and obligations of such Committed Purchaser hereunder shall be terminated and such Committed Purchaser shall no longer be a “Committed Purchaser”; provided , however , that the provisions of Article X shall continue in effect for its benefit with respect to Purchaser Interests held by such Committed Purchaser prior to its termination as a Committed Purchaser.

Section 5.1   Representations and Warranties of the Seller Parties

(a)   Corporate Existence and Power .  Such Seller Party is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation.  Such Seller Party is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b)   Power and Authority; Due Authorization, Execution and Delivery .  The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part.  This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

(c)   No Conflict .  The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder), except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)   Governmental Authorization .  Other than the filing of the financing statements required hereunder, 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 and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)   Actions, Suits .  There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect.  Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(f)   Binding Effect .  This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)   Accuracy of Information .  All information heretofore furnished by such Seller Party or any of its Affiliates to the Agent or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the Agent or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)   Use of Proceeds .  No proceeds of any purchase hereunder will be used (i) 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 or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)   Good Title .  Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents.  There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

(j)   Perfection .  This Agreement, together with the filing of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents.  There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

(k)   Places of Business and Locations of Records .  The principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed.  Such Seller Party’s Federal Employer Identification Number is correctly set forth on Exhibit III .

(l)   Collections .  The conditions and requirements set forth in Section 7.1(j) and Section 8.2 have at all times been satisfied and duly performed.  The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV .  Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m)   Material Adverse Effect .  (i) The initial Servicer represents and warrants that since December 31, 1999, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of Seller, (B) the ability of Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.

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

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

(p)   Not an Investment Company .  Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)   Compliance with Law .  Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.  Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto ( including , without   limitation , laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r)   Compliance with Credit and Collection Policy .  Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which the Agent has been notified in accordance with Section 7.1(a)(vii) .

(s)   Payments to Originator and Original Sellers .  With respect to each Receivable transferred to Seller under the Receivables Sale Agreement, Seller has given reasonably equivalent value to Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt.  No transfer by Originator of any Receivable under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et   seq. ), as amended.  With respect to each Receivable transferred to Originator under the Transfer Agreement, Originator has given reasonably equivalent value to the applicable Original Seller in consideration therefor and such transfer was not made for or on account of an antecedent debt.  No transfer by any Original Seller of any Receivable under the Transfer Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)   Enforceability of Contracts .  Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)   Eligible Receivables .  Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase under the Receivables Sale Agreement was an Eligible Receivable on such purchase date.

(v)   Net Receivables Balance .  Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

(w)   Accounting .  The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Section 5.2   Committed Purchaser Representations and Warranties

(a)   Existence and Power .  Such Committed Purchaser is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

(b)   No Conflict .  The execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets.  This Agreement has been duly authorized, executed and delivered by such Committed Purchaser.

(c)   Governmental Authorization .  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 and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder.

(d)   Binding Effect .  This Agreement constitutes the legal, valid and binding obligation of such Committed Purchaser enforceable against such Committed Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

Section 6.1   Conditions Precedent to Initial Incremental Purchase

Section 6.2   Conditions Precedent to All Purchases and Reinvestments

Section 7.1   Affirmative Covenants of the Seller Parties

(a)   Financial Reporting .  Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent:

(i)   Annual Reportin g.  Within 90 days after the close of each of its respective fiscal years, audited financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Provider for such fiscal year, together with an unqualified audit report (in form satisfactory to the Agent) on such financial statements of, and certified in a manner acceptable to the Agent by, PricewaterhouseCoopers LLP or other  independent public accountants reasonably acceptable to the Agent.

(ii)   Quarterly Reporting .  Within 45 days after the close of the first three (3) quarterly periods of each of its fiscal years, balance sheets of Provider as at the close of each such period and statements of income and retained earnings and a statement of cash flows for the Provider for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer on behalf of the Provider.

(iii)   Compliance Certificate .  Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by such Seller Party’s or Provider’s, as applicable, Authorized Officer on behalf of such Person and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)   Shareholders Statements and Reports .  Promptly upon the furnishing thereof to the shareholders of such Seller Party or Provider copies of all financial statements, reports and proxy statements so furnished;  provided , that Seller Parties shall not be required to provide any registration statements or reports which are available on the EDGAR system of the Securities and Exchange Commission.

(v)   S.E.C. Filings .  Promptly upon the filing thereof, copies of all registration statements (other than registration statements on Form S-8) and annual, quarterly or other reports which Originator, any Original Seller, Provider or any of their respective Subsidiaries files with the Securities and Exchange Commission; provided , that Seller Parties shall not be required to provide any registration statements or reports which are available on the EDGAR system of the Securities and Exchange Commission.

(vi)   Copies of Notices .  Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Agent or Conduit, copies of the same.

(vii)   Change in Credit and Collection Policy .  At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent’s consent thereto; provided that if such change or amendment was required pursuant to any change in any applicable law, rule or regulation, such Seller Party shall only be required to give prompt notice of such change or amendment and shall not be required to request the consent of the Agent.

(viii)   Other Information .  (A) Within 45 days after a request from the Agent, internally prepared financial statements  (which shall include balance sheets, statements of income and retained earnings and a statement of cash flow) for such Seller Party for any quarterly period in any fiscal year of such Seller Party, all certified by its chief financial officer, and (B) promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of such Seller Party, any Original Seller or Provider as the Agent may from time to time reasonably request in order to protect the interests of the Agent and the Purchasers under or as contemplated by this Agreement.

(b)   Notices .  Such Seller Party will notify the Agent in writing of any of the following promptly upon becoming aware of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)   Amortization Events or Potential Amortization Events .  The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer on behalf of such Seller Party.

(ii)   Judgment and Proceedings .  (A) The entry of any judgment or decree against Provider or any of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Provider and its Subsidiaries exceeds $10,000,000 and (B) the institution of any material  litigation, arbitration proceeding or governmental proceeding against Provider or any of its Subsidiaries; and (C) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

(iii)   Material Adverse Effect .  The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv)   Termination Date .  The occurrence of (A) the “ Termination Date ” under and as defined in the Receivables Sale Agreement and (B) the “Termination Date” under and as defined in the Transfer Agreement.

(v)   Defaults Under Other Agreements .  (A) The occurrence of a default or an event of default under any other financing arrangement pursuant to which Seller is a debtor or an obligor and (B) the occurrence of any default or event of default under any other financing arrangement or arrangements governing Indebtedness, individually or in the aggregate, greater than or equal to $30,000,000 pursuant to which Provider or any of its Subsidiaries is a debtor or an obligor.

(vi)   Downgrade of Originator or Provider .  Any downgrade in the rating of any Indebtedness of Originator, any Original Seller or Provider by Standard & Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(c)   Compliance with Laws and Preservation of Corporate Existence .  Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.  Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

(d)   Audits .  Such Seller Party will furnish to the Agent from time to time such information with respect to it, any Original Seller and the Receivables as the Agent may reasonably request.  Such Seller Party will (and will cause Originator and each Original Seller to), from time to time during regular business hours as requested by the Agent upon reasonable notice and at the sole cost of such Seller Party, permit the Agent, or its agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the Authorized Officers or financial officers of Seller, any Original Seller or Servicer having knowledge of such matters.  So long as no Potential Amortization Event or Amortization Event exists, the visits under this Section 7.1(d) that are at the sole cost of the applicable Seller Party shall be limited to four times a calendar year; and upon the occurrence and during the continuance of a Potential Amortization Event or an Amortization Event, any and all visits shall be at the sole cost of the applicable Seller Party.

(e)   Keeping and Marking of Records and Books .

(i)   Servicer will (and will cause Originator and each Original Seller to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable).  Servicer will (and will cause Originator and each Original Seller to) give the Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)   Such Seller Party will (and will cause Originator and each Original Seller to) (A) not later than the date hereof, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and (B) upon the request of the Agent (x) mark each Contract with a legend describing the Purchaser Interests and (y) at any time after the occurrence of a Potential Amortization Event, deliver to the Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)   Compliance with Contracts and Credit and Collection Policy .  Such Seller Party will (and will cause Originator and each Original Seller to) timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)   Performance and Enforcement of Receivables Sale Agreement .  Seller will, and will require Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Seller under the Receivables Sale Agreement.  Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent and the Purchasers as assignees of Seller) under the Receivables Sale Agreement as the 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 Receivables Sale Agreement.

(h)   Performance and Enforcement of Transfer Agreement .  Originator shall not enter into a Transfer Agreement without the prior written consent of the Agent and each of the Funding Agents.  When a Transfer Agreement is effective, Seller will require Originator and each Original Seller to perform each of their respective obligations and undertakings under and pursuant to the Transfer Agreement, will require that Originator purchase Receivables thereunder in strict compliance with the terms thereof and will require that Originator vigorously enforce the rights and remedies accorded to Originator under the Transfer Agreement.  Seller will require Originator to take all actions to perfect and enforce Originator’s rights and interests (and the rights and interests of Seller as assignee of Originator, and the rights and interests of the Agent and the Purchasers as assignees of Seller) under the Transfer Agreement as Seller or the 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 Transfer Agreement.

(i)   Ownership by Seller .  Seller will (or will cause Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Receivables Sale Agreement irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent and the Purchasers ( including , without   limitation , the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as the Agent may reasonably request), and (ii) establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers ( including , without   limitation , the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Agent for the benefit of the Purchasers as the Agent may reasonably request).

(j)   Ownership by Originator .  Seller will cause Originator to take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under the Transfer Agreement irrevocably in Originator, free and clear of any Adverse Claims other than Adverse Claims in favor of Seller, the Agent and the Purchasers ( including , without   limitation , the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Originator’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Originator therein as Seller or the Agent may reasonably request), and (ii) establish and maintain, in favor of Seller and the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections purchased under the Transfer Agreement, to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of Seller and the Agent (for the benefit of the Purchasers) ( including , without   limitation , the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s and the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller and the Agent, for the benefit of the Purchasers, as Seller or the Agent may reasonably request).

(k)   Purchasers’ Reliance .  Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from Originator and any Original Seller.  Therefore, from and after April 4, 2000, Seller shall take all reasonable steps, including, without limitation, all steps that the Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of Originator, any Original Seller and any Affiliates thereof and not just a division of Originator, any Original Seller or any such Affiliate.  Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller will:

(A)   conduct its own business in its own name and require that all full-time employees of Seller, if any, identify themselves as such and not as employees of Originator or any Original Seller (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Seller’s employees);

(B)   compensate all employees, consultants and agents directly, from Seller’s own funds, for services provided to Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of Originator, any Original Seller or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between Seller and Originator, any Original Seller or such Affiliate, as applicable, on a basis that reflects the services rendered to Seller and Originator, such Original Seller or such Affiliate, as applicable;

(C)   clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of Originator or any Original Seller, Seller shall lease such office at a fair market rent;

(D)   have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name;

(E)   conduct all transactions with Originator, any Original Seller and Servicer (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Seller and Originator or any Original Seller on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(F)   at all times have a Board of Directors consisting of three members, at least one member of which is an Independent Director;

(G)   observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director);

(H)   maintain Seller’s books and records separate from those of Originator, any Original Seller and any Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of Originator, any Original Seller and any Affiliate thereof;

(I)   prepare its financial statements separately from those of Originator  and any Original Seller and insure that any consolidated financial statements of Originator, any Original Seller or any Affiliate thereof that include Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that Seller is a separate corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of Seller;

(J)   except as herein specifically otherwise provided, maintain the funds or other assets of Seller separate from, and not commingled with, those of Originator, any Original Seller or any Affiliate thereof and only maintain bank accounts or other depository accounts to which Seller alone is the account party;

(K)   pay all of Seller’s operating expenses from Seller’s own assets (except for certain payments by Originator, any Original Seller or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i) );

(L)   operate its business and activities such that:  it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the Receivables Sale Agreement; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to Originator thereunder for the purchase of Receivables from Originator under the Receivables Sale Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(M)   maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement;

(N)   maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement, the Transfer Agreement and the Performance Undertaking, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement, the Transfer Agreement or the Performance Undertaking, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement, the Transfer Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agent;

(O)   maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary.

(P)   maintain at all times the Required Capital Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and

(Q)   take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinions issued by Bryan Cave LLP, as counsel for Seller, in connection with the Original Agreement, this Agreement or initial Incremental Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinions, remain true and correct in all material respects at all times.

(l)   Collections .  Such Seller Party will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect.  In the event any payments relating to Receivables are remitted directly to any Seller Party or any Affiliate of any Seller Party, such Seller Party will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, such Seller Party or Affiliate will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Agent and the Purchasers.  Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement and the applicable Collection Account Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement.

(m)   Taxes .  Such Seller Party will file all 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 by it.  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 any Conduit, the Agent or any Committed Purchaser.

(n)   Insurance .  Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment.  The Agent, for the benefit of the Purchasers, shall be named as an additional insured with respect to all such liability insurance maintained by Seller.  Seller will pay or cause to be paid, the premiums therefor and deliver to the Agent evidence satisfactory to the Agent of such insurance coverage.  Evidence of each policy shall be furnished to the Agent and any Purchaser in certificated form upon the Agent’s or such Purchaser’s request.  The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Seller’s obligations hereunder.

(o)   Payment to Originator and to any Original Seller .  With respect to any Receivable purchased by Seller from Originator, such sale shall be effected under, and in strict compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the Originator in respect of the purchase price for such Receivable.  With respect to any Receivable purchased by Originator from any Original Seller, such sale shall be effected under, and in strict compliance with the terms of, the Transfer Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the applicable Original Seller in respect of the purchase price for such Receivable.

(p)   Certificates and Lien Searches .  Within thirty (30) days after the date of this Agreement or such later date to which the Agent shall agree, the Seller Parties will deliver (i) a good standing certificate for each Seller Party and Provider issued by the Secretary of State of each jurisdiction in which it has material operations and (ii) state tax lien and judgment lien searches against the Seller Parties in each jurisdiction in which any of them have material operations.

Section 7.2   Negative Covenants of the Seller Parties

(a)   Name Change, Offices and Records

(b)   Change in Payment Instructions to Obligors

     Except as may be required by the Agent pursuant to Section 8.2(b) , such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, u