Common use of Administration and Collection Clause in Contracts

Administration and Collection. Section 8.1 Designation of Servicer 26 Section 8.2 Duties of Servicer 26 Section 8.3 Collection Notices 28 Section 8.4 Responsibilities of Seller 28 Section 8.5 Reports 28 Section 8.6 Servicing Fees 28 Section 9.1 Amortization Events 29 Section 9.2 Remedies 30 Section 10.1 Indemnities by the Seller Parties 31 Section 10.2 Increased Cost and Reduced Return 34 Section 10.3 Other Costs and Expenses 34 Section 10.4 Allocations 35 Section 11.1 Authorization and Action 35 Section 11.2 Delegation of Duties 36 Section 11.3 Exculpatory Provisions 36 Section 11.4 Reliance by Agents 36 Section 11.5 Non-Reliance on Agents and Other Purchasers 37 Section 11.6 Reimbursement and Indemnification 37 Section 11.7 Each of the Agents and Fifth Third in its Individual Capacity 38 Section 11.8 Successor Administrative Agent 38 Section 12.1 Assignments 38 Section 12.2 Participations 39 Section 13.1 Transfer to Financial Institutions 40 Section 13.2 Transfer Price Reduction Yield 40 Section 13.3 Payments to Falcon 41 Section 13.4 Limitation on Commitment to Purchase from Falcon 41 Section 13.5 Defaulting Financial Institutions 41 Section 13.6 Terminating Financial Institutions 42 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 44 Section 14.4 Protection of Ownership Interests of the Purchasers 44 Section 14.5 Confidentiality 45 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 46 Section 14.9 CONSENT TO JURISDICTION 46 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Binding Effect; Survival of Terms 47 Section 14.12 Counterparts; Severability; Section References 47 Section 14.13 Bank One, NA Roles 47 Section 14.14 Characterization 48 Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the Seller; Locations of Records; Federal Employer Identification Number and Organizational Identification Number Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit IX Form of Invoice(s) Exhibit X Form of Monthly Report Schedule A Commitments and Liquidity Commitments Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of November 20, 2003 is among Convergys Funding Corporation, an Ohio corporation (“Seller”), Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the “Financial Institutions”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), Falcon Asset Securitization Corporation (“Falcon”) and Bank One, NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder (together with its successors and assigns hereunder, the “Administrative Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement will have the meanings assigned to such terms in Exhibit I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).

Administration and Collection. 23 Section 8.1 Designation General Duties of the Servicer 23 Section 8.2 Collection of Receivables Payments 24 Section 8.3 Realization Upon Liquidating Receivables 25 Section 8.4 Maintenance of Insurance Policies 26 Section 8.5 Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees; Payment of Certain Expenses by Servicer 26 Section 8.2 Duties of Servicer 8.7 Monthly Advances 26 Section 8.3 Collection Notices 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.4 Responsibilities of Seller 8.12 Collection Account 28 Section 8.5 Reports 28 8.13 Delegation of Duties 29 Section 8.6 Servicing Fees 28 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 ARTICLE IX SERVICER DEFAULTS 30 Section 9.1 Amortization Events 29 Servicer Defaults 30 Section 9.2 Remedies 30 31 ARTICLE X INDEMNIFICATION 33 Section 10.1 Indemnities by the Seller Parties 31 33 Section 10.2 Increased Cost and Reduced Return 34 36 Section 10.3 Other Costs and Expenses 34 Section 10.4 Allocations 35 36 ARTICLE XI THE AGENT 37 Section 11.1 Authorization and Action 35 37 Section 11.2 Delegation of Duties 36 37 Section 11.3 Exculpatory Provisions 36 37 Section 11.4 Reliance by Agents 36 Agent 38 Section 11.5 Non-Reliance on Agents Agent and Other Purchasers 37 38 Section 11.6 Reimbursement and Indemnification 37 38 Section 11.7 Each of the Agents and Fifth Third Agent in its Individual Capacity 38 39 Section 11.8 Successor Administrative Agent 38 39 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 39 Section 12.1 Assignments 38 39 Section 12.2 Participations 39 40 ARTICLE XIII LIQUIDITY FACILITY 40 Section 13.1 Transfer to Financial Institutions 40 41 Section 13.2 Transfer Price Reduction Yield 40 41 Section 13.3 Payments to Falcon any Company 41 Section 13.4 Limitation on Commitment to Purchase from Falcon any Company 41 Section 13.5 Defaulting Financial Institutions 41 42 Section 13.6 Terminating Financial Institutions 42 ARTICLE XIV MISCELLANEOUS 43 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 44 45 Section 14.4 Protection of Ownership Interests of the Purchasers 44 45 Section 14.5 Confidentiality 45 46 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 46 47 Section 14.9 CONSENT TO JURISDICTION 46 47 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration; Binding Effect; Survival of Terms 47 Section 14.12 Counterparts; Severability; Section References 47 48 Section 14.13 Bank One, NA One Roles 47 48 Section 14.14 Characterization 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the SellerSeller Parties; Locations of Records; Federal Employer Identification Number and Organizational Identification Number Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII III Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit IX IV Form of Invoice(sContract(s) Exhibit X V Form of Monthly Report Schedule A Commitments and Liquidity Commitments Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase THIS AMENDED AND RESTATED NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of November 2012, 2003 1999, is among Convergys Funding Navistar Financial Retail Receivables Corporation, an Ohio a Delaware corporation (“"Seller”" or "NFRRC"), Convergys Navistar Financial Corporation, an Ohio a Delaware corporation (“Convergys”"NFC"), as initial Servicer (the Servicer together with the Seller, the “"Seller Parties” " and each, each a “"Seller Party”"), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the “"Financial Institutions”"), Fifth Third Bank, an Ohio banking corporation International Securitization Corporation (“Fifth Third”"ISC"), Falcon Asset Securitization Corporation (“Falcon”"FALCON") (ISC and FALCON each singly, a "Company" and collectively, the "Companies"), and Bank One, NANA (Main Office Chicago), with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative "Agent”)") and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement will shall have the meanings assigned to such terms in Exhibit I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).I.

Administration and Collection. Section 8.1 SECTION 6.01. Designation of the Servicer 26 Section 8.2 Duties 20 SECTION 6.02. Rights of Servicer 26 Section 8.3 Collection Notices 28 Section 8.4 the Transferee 20 SECTION 6.03. Responsibilities of Seller 28 Section 8.5 Reports 28 Section 8.6 Servicing Fees 28 Section 9.1 Amortization the Transferor 21 SECTION 6.04. Maintenance of Perfection 21 SECTION 7.01. Termination Events 29 Section 9.2 Remedies 30 Section 10.1 22 SECTION 8.01. Indemnities by the Seller Parties 31 Section 10.2 Increased Cost Transferor 23 SECTION 8.02. Retransfer of Medallion Loans 25 SECTION 9.01. Amendments and Reduced Return 34 Section 10.3 Other Costs and Expenses 34 Section 10.4 Allocations 35 Section 11.1 Authorization and Action 35 Section 11.2 Delegation of Duties 36 Section 11.3 Exculpatory Provisions 36 Section 11.4 Reliance by Agents 36 Section 11.5 Non-Reliance on Agents and Other Purchasers 37 Section 11.6 Reimbursement and Indemnification 37 Section 11.7 Each of the Agents and Fifth Third in its Individual Capacity 38 Section 11.8 Successor Administrative Agent 38 Section 12.1 Assignments 38 Section 12.2 Participations 39 Section 13.1 Transfer to Financial Institutions 40 Section 13.2 Transfer Price Reduction Yield 40 Section 13.3 Payments to Falcon 41 Section 13.4 Limitation on Commitment to Purchase from Falcon 41 Section 13.5 Defaulting Financial Institutions 41 Section 13.6 Terminating Financial Institutions 42 Section 14.1 Waivers and Amendments 43 Section 14.2 Notices 44 Section 14.3 Ratable Payments 44 Section 14.4 Protection of Ownership Interests of the Purchasers 44 Section 14.5 Confidentiality 45 Section 14.6 Bankruptcy Petition 46 Section 14.7 Limitation of Liability 46 Section 14.8 CHOICE OF LAW 46 Section 14.9 CONSENT TO JURISDICTION 46 Section 14.10 WAIVER OF JURY TRIAL 47 Section 14.11 Integration26 SECTION 9.02. Notices, Etc 26 SECTION 9.03. No Waiver; Remedies 27 SECTION 9.04. Binding Effect; Survival Assignability; Survival. 27 SECTION 9.05. Severability of Terms 47 Section 14.12 CounterpartsProvisions 28 SECTION 9.06. Costs, Expenses and Taxes 28 SECTION 9.07. Governing Law; SeverabilityJurisdiction; Section References 47 Section 14.13 Bank One, NA Roles 47 Section 14.14 Characterization 48 Exhibit I Definitions Exhibit II Consent to Service of Process; Waiver of Jury Trial. 28 SECTION 9.08. No Proceedings 29 SECTION 9.09. Further Assurances 29 SECTION 9.10. Counterparts 30 SECTION 9.11. Merger and Integration 30 SECTION 9.12. Headings 30 EXHIBIT A Transfer Agreement EXHIBIT B Locations Where Records Are Kept; Location of Chief Executive Office EXHIBIT C Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the Seller; Locations of Records; Federal Employer Identification Number and Organizational Identification Number Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit IX Form of Invoice(s) Exhibit X Form of Monthly Report Schedule A Commitments and Liquidity Commitments Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of November 20EXHIBIT D Eligible Medallion Loan Criteria MEDALLION FUNDING CORP., 2003 is among Convergys Funding Corporation, an Ohio a New York corporation (the “SellerTransferor”), Convergys Corporationand TAXI MEDALLION TRUST II, an Ohio corporation a Delaware statutory trust (the “ConvergysTransferee”), agree as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the “Financial Institutions”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), Falcon Asset Securitization Corporation (“Falcon”) and Bank One, NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder (together with its successors and assigns hereunder, the “Administrative Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement will have the meanings assigned to such terms in Exhibit I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).follows:

Administration and Collection. 23 Section 8.1 Designation of Servicer 26 23 Section 8.2 Duties of Servicer 26 24 Section 8.3 Collection Notices 28 25 Section 8.4 Responsibilities of Seller 28 26 Section 8.5 Reports 28 26 Section 8.6 Servicing Fees 28 26 ARTICLE IX AMORTIZATION EVENTS 26 Section 9.1 Amortization Events 29 26 Section 9.2 Remedies 30 29 ARTICLE X INDEMNIFICATION 29 Section 10.1 Indemnities by the Seller Parties 31 INDEMNITIES BY SELLER 29 Section 10.2 Increased Cost and Reduced Return 34 33 Section 10.3 Other Costs and Expenses OTHER COSTS AND EXPENSES 34 Section 10.4 Allocations 35 ARTICLE XI THE AGENT 34 Section 11.1 Authorization and Action 35 34 Section 11.2 Delegation of Duties 36 35 Section 11.3 Exculpatory Provisions 36 35 Section 11.4 Reliance by Agents 36 Agent 35 Section 11.5 Non-Reliance on Agents Agent and Other Purchasers 37 36 Section 11.6 Reimbursement and Indemnification 37 36 Section 11.7 Each of the Agents and Fifth Third Agent in its Individual Capacity 38 36 Section 11.8 Successor Administrative Agent 38 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 38 37 Section 12.2 Participations 39 38 ARTICLE XIII LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 40 38 Section 13.2 Transfer Price Reduction Yield 40 39 Section 13.3 Payments to Falcon 41 Conduits 39 Section 13.4 Limitation on Commitment to Purchase from Falcon 41 Conduits 39 Section 13.5 Defaulting Financial Institutions 41 39 Section 13.6 Terminating Financial Institutions 42 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.1 Waivers and Amendments 43 41 Section 14.2 Notices 44 42 Section 14.3 Ratable Payments 44 42 Section 14.4 Protection of Ownership Interests of the Purchasers 44 42 Section 14.5 Confidentiality 45 43 Section 14.6 Bankruptcy Petition 46 44 Section 14.7 Limitation of Liability 46 44 Section 14.8 CHOICE OF LAW 46 44 Section 14.9 CONSENT TO JURISDICTION 46 44 Section 14.10 WAIVER OF JURY TRIAL 47 45 Section 14.11 Integration; Binding Effect; Survival of Terms 47 45 Section 14.12 Counterparts; Severability; Section References 47 45 Section 14.13 Bank One, NA One Roles 47 45 Section 14.14 Characterization 48 46 EXHIBITS AND SCHEDULES Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the SellerSeller Parties; Locations of Records; Federal Employer Identification Number and Organizational Identification Number Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit IX Form of Invoice(sContract(s) Exhibit X Form of Monthly Report Schedule A Commitments and Liquidity Commitments of Financial Institutions Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of November 20September 28, 2003 1999 is among Convergys Funding KN Receivables Corporation, an Ohio a Delaware corporation (“"Seller”), Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”"), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the “"Financial Institutions”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation (“Falcon”"ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Administrative "Agent”"). Unless defined elsewhere herein, capitalized terms used in this Agreement will shall have the meanings assigned to such terms in Exhibit I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).I.

Administration and Collection. 23 Section 8.1 5.1 Designation of Sub-Servicer 23 Section 5.2 Duties of Sub-Servicer 24 Section 5.3 Collection Rights 25 Section 5.4 Responsibilities of the Sub-Servicer and Originators 26 Section 8.2 Duties of Servicer 5.5 Reports 26 Section 8.3 Collection Notices 5.6 Sub-Servicer Fee 26 ARTICLE VI AMORTIZATION EVENTS 26 Section 6.1 Amortization Events 26 Section 6.2 Remedies 28 ARTICLE VII INDEMNIFICATION 28 Section 8.4 Responsibilities of Seller 7.1 INDEMNITIES BY KNEI 28 Section 8.5 Reports 28 Section 8.6 Servicing Fees 28 Section 9.1 Amortization Events 29 Section 9.2 Remedies 30 Section 10.1 Indemnities by the Seller Parties 31 Section 10.2 Increased Cost and Reduced Return 34 Section 10.3 7.2 Other Costs and Expenses 34 33 Section 10.4 Allocations 35 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND INDEMNIFIED PARTIES 33 ARTICLE VIII MISCELLANEOUS 33 Section 11.1 Authorization and Action 35 Section 11.2 Delegation of Duties 36 Section 11.3 Exculpatory Provisions 36 Section 11.4 Reliance by Agents 36 Section 11.5 Non-Reliance on Agents and Other Purchasers 37 Section 11.6 Reimbursement and Indemnification 37 Section 11.7 Each of the Agents and Fifth Third in its Individual Capacity 38 Section 11.8 Successor Administrative Agent 38 Section 12.1 Assignments 38 Section 12.2 Participations 39 Section 13.1 Transfer to Financial Institutions 40 Section 13.2 Transfer Price Reduction Yield 40 Section 13.3 Payments to Falcon 41 Section 13.4 Limitation on Commitment to Purchase from Falcon 41 Section 13.5 Defaulting Financial Institutions 41 Section 13.6 Terminating Financial Institutions 42 Section 14.1 8.1 Waivers and Amendments 43 33 Section 14.2 8.2 Notices 44 34 Section 14.3 Ratable Payments 44 Section 14.4 8.3 Protection of Ownership Interests of the Purchasers 44 Buyer 34 Section 14.5 8.4 Confidentiality 45 35 Section 14.6 8.5 Bankruptcy Petition 46 35 Section 14.7 Limitation of Liability 46 Section 14.8 8.6 CHOICE OF LAW 46 36 Section 14.9 8.7 CONSENT TO JURISDICTION 46 36 Section 14.10 8.8 WAIVER OF JURY TRIAL 47 36 Section 14.11 8.9 Integration; Binding Effect; Survival of Terms 47 37 Section 14.12 8.10 Counterparts; Severability; Section References 47 Section 14.13 Bank One, NA Roles 47 Section 14.14 Characterization 48 37 Exhibits and Schedules Exhibit I - Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and - Places of Business of the SellerBusiness; Locations of Records; Federal Employer Identification Number and Organizational Identification Number Number(s); Other Names Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII V - Credit and Collection Policy Exhibit VI - Form of Each Originator Subscription Agreement Exhibit VII - Form of Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Invoice(s) Exhibit X Form of Monthly Report Performance Guaranty Schedule A Commitments and Liquidity Commitments Schedule B List of Documents to be Be Delivered to the Administrative Agent on or prior Buyer Prior to the Initial Purchase RECEIVABLES SALE AGREEMENT THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT SALE AGREEMENT, dated as of November 20September 28, 2003 1999, is among Convergys Funding by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and KN Receivables Corporation, an Ohio a Delaware corporation (“Seller”), Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with their respective successors and assigns hereunder, the “Financial Institutions”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), Falcon Asset Securitization Corporation (“Falcon”) and Bank One, NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder (together with its successors and assigns hereunder, the “Administrative Agent”"Buyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement will shall have the meanings assigned to such terms in Exhibit I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).I.