Common use of Amendments to the Receivables Purchase Agreement Clause in Contracts

Amendments to the Receivables Purchase Agreement. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby amended as follows: (a) Section 1.1(a) of the Receivables Purchase Agreement is hereby amended by deleting the last paragraph in its entirety. (b) Section 1.2(e) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Seller may (i) with the written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount in connection with a corresponding increase in the Program Limit (up to a maximum Program Limit of $925,000,000); provided, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”. (c) Section 1.3 of the Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) of the Receivables Purchase Agreement is hereby amended and restated as follows: “(A) into each applicable Purchaser’s account as set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent), on each Settlement Date Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”. (f) Section 1.4(d) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (g) Section 1.4(f)(ii)(B) of the Receivables Purchase Agreement is hereby amended and restated as follows: “the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”. (h) Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) on the day when due in the same day funds to the account of such Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the account of the Administrative Agent, as applicable.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and restated as follows:

Amendments to the Receivables Purchase Agreement. The SellerParties hereby agree that, with effect from the Servicerdate of this Amendment, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby shall be amended as follows: (a) The last four sentences of Section 1.1(a2.2(b) of the Receivables Purchase Agreement is hereby shall be amended by deleting the last paragraph in its entirety. (b) Section 1.2(e) of the Receivables Purchase Agreement is hereby amended and restated their entirety to read as follows: “The In addition, the Seller may Agent shall track all funds received by each Seller and the Seller Agent from the Buyer as Advanced Purchase Prices and shall at no time permit the Buyer to transfer Advanced Purchase Prices (iwhich have not been applied to the Purchase Price for Acquired Receivables) with the written consent in excess of 10% of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add additional Persons Unpaid Balance of Acquired Receivables that qualify as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount in connection with a corresponding increase in the Program Limit (up to a maximum Program Limit of $925,000,000); provided, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”. (c) Section 1.3 of the Eligible Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(sapplicable Seller as set forth in the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) of Capital on and the next Business Day for application Applicable Xxxxx’x Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to such Capital” where it appears therein with whether the text “which amount shall be deposited to the Administrative Agent’s Distribution Account Advanced Purchase Price amounts with respect to each Purchaser’s Portion(sapplicable Seller would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of Capital such calendar week and any such determination shall remain in effect until the immediately succeeding date of determination. In the event that Collections on any date related to any Acquired Receivables previously sold by any Seller to the Buyer are less than the aggregate Purchase Prices payable by the Buyer to such Seller on such date, the Buyer may defer payment to such Seller or the Seller Agent on behalf of such Seller in an amount equal to such shortfall (any such shortfall, a “Deferred Purchase Price”), which Deferred Purchase Price shall be payable on the next Business Day for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) earlier of the date the Buyer has funds available therefor pursuant to Section 2.2(d) and the immediately following Settlement Date. In addition, the Seller Agent shall track all such Deferred Purchase Price amounts and shall at no time permit the amount for any single Seller to exceed 10% of the Unpaid Balance of Acquired Receivables Purchase Agreement is hereby amended and restated that qualify as follows: “(A) into each applicable Purchaser’s account Eligible Receivables of such Seller as set forth in Schedule VI the most-recent Portfolio Report; provided, that so long as the Applicable S&P Rating is not below “BBB-” (or such other account designated in writing by such applicable Purchaser withdrawn or its Purchaser Agentsuspended) and the Applicable Xxxxx’x Rating is not below “Baa3” (or withdrawn or suspended), on each Settlement Date Collections held for each Purchaser with respect then the determination as to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into whether the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”. (f) Section 1.4(d) of the Receivables Deferred Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the Price amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by applicable Seller would exceed such Purchasers during the preceding Settlement Period 10% threshold may be made on a weekly basis (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers rather than daily in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (g) Section 1.4(f)(ii)(B) of the Receivables Purchase Agreement is hereby amended and restated as follows: “the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”. (h) Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City timecircumstance) on the day when due in fourth Business Day (or, if such calendar week has less than 4 Business Days, on the same day funds to the account last Business Day) of such Purchaser maintained by calendar week and any such determination shall remain in effect until the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the account immediately succeeding date of the Administrative Agent, as applicabledetermination.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and restated as follows:

Amendments to the Receivables Purchase Agreement. The Seller, Notwithstanding the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that requirement set forth in the Receivables Purchase Agreement is hereby amended as followsthat Purchases shall be made and funded by the Purchasers of the various Purchaser Groups ratably based on the aggregate Commitments of the Related Committed Purchasers in their respective Purchaser Groups, the parties hereto agree that unless and until otherwise agreed to in writing by the parties hereto: (a) Section 1.1(a) of Each Purchase to be made under the Receivables Purchase Agreement is hereby amended on or after the date hereof shall be made and funded entirely by deleting the last paragraph Purchasers in its entiretyMarket Street’s Purchaser Group, rather than by the Purchasers in Atlantic’s Purchaser Group, until the aggregate Capital of the Purchasers in Market Street’s Purchaser Group equals the aggregate Commitment of the Related Committed Purchasers in Market Street’s Purchaser Group. (b) Section 1.2(e) of Any Purchase or portion thereof to be made under the Receivables Purchase Agreement is hereby amended and restated as follows: “The Seller may (i) with after the written consent aggregate Capital of the Administrative Agent (such consent not to be unreasonably withheld or delayed), add additional Persons as Purchasers (either to an existing Purchaser’s in Market Street’s Purchaser Group or equals the aggregate Commitment of the Related Committed Purchasers in Market Street’s Purchaser Group shall be made and funded by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount the Purchasers in connection with a corresponding increase in the Program Limit (up to a maximum Program Limit of $925,000,000); provided, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new PurchaserAtlantic’s Purchaser Group).”. (c) Section 1.3 For the avoidance of doubt, (i) the foregoing shall not be construed to require any Purchaser to make or fund any Purchase unless all the conditions precedent therefor set forth in the Receivables Purchase Agreement have been satisfied, (ii) no Purchaser’s Commitment is being increased or reduced hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (diii) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount no Purchaser shall be deposited required to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) of the Receivables make or fund any Purchase Agreement is hereby amended and restated as follows: “(A) into each applicable Purchaser’s account as set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent), on each Settlement Date Collections held for each Purchaser with respect to portion thereof that would cause such Purchaser’s Portion(s) of aggregate outstanding Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”exceed its Commitment. (f) Section 1.4(d) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (g) Section 1.4(f)(ii)(B) of the Receivables Purchase Agreement is hereby amended and restated as follows: “the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”. (h) Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) on the day when due in the same day funds to the account of such Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the account of the Administrative Agent, as applicable.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and restated as follows:

Amendments to the Receivables Purchase Agreement. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby amended as follows: (a) 2.1 Section 1.1(a) of the Receivables Purchase Agreement is hereby amended by deleting the last paragraph and restated in its entirety. (b) Section 1.2(e) of the Receivables Purchase Agreement is hereby amended and restated entirety as follows: “The Seller may (i) with On the written consent of the Administrative Agent (such consent not terms and conditions hereinafter set forth in this Agreement, each Conduit Purchaser hereby agrees to be unreasonably withheld or delayed)purchase, add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount in connection with and make reinvestments of, on a corresponding increase in the Program Limit (up to a maximum Program Limit of $925,000,000); providednon-recourse basis, howeverratably, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”. (c) Section 1.3 of the Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) of Capital based on the next Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) of the Receivables Purchase Agreement is hereby amended and restated as follows: “(A) into each applicable Purchaser’s account as their respective commitments set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent)IV hereto, on each Settlement undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date Collections held to the extent that, for each Purchaser with respect Conduit Purchaser, such purchase or reinvestment would not exceed its respective commitment set forth in Schedule IV hereto, and after giving effect to all such Purchaser’s Portion(s) of purchases or reinvestments for all Conduit Purchasers on such date, the aggregate outstanding Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”. (f) Section 1.4(d) of the Receivables Purchased Interest would not exceed the Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own accountLimit.”. (g) Section 1.4(f)(ii)(B) of the Receivables Purchase Agreement is hereby amended and restated as follows: “the Servicer shall hold such Collections in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”. (h) 2.2 Section 1.4(f)(iii) of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if “the Servicer shall hold such payments received from the Seller elects that such reduction be effected by or Principal Collections (to the extent representing a one-time payment return of cash (and not through the application of CollectionsCapital), then as the case may be, in trust for the Conduit Purchasers, ratably based on the proposed date of such reductiontheir respective commitments set forth in Schedule IV hereto, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (the Conduit Agents on the next Monthly Settlement Date immediately following the current Settlement Period or its related Purchaser Agent for such other date approved by the benefit of such Purchaser). Upon payment of such fundsConduit Agents, the Aggregate and Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be deemed reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, Conduit Agents only when in each case, fact finally so paid.;” 2.3 Notwithstanding anything to the contrary in the Receivables Purchase Agreement or any other Transaction Document, for all purposes of notices and consents required under the Receivables Purchase Agreement or any other Transaction Document to be delivered to Xxxxx Factoring Company (the “Seller”), such notices and consents shall be sent to the Seller’s new address at: 000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000-0000. (i) 2.4 The first sentence definition of Section 1.6(a) of “Facility Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by replacing the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) on the day when due in the same day funds reference to the account of such Purchaser maintained by date “April 7, 2006” with the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer)date “July 15, the Administrative Agent’s Distribution Account or to the account of the Administrative Agent, as applicable."2008” therein. (j) Section 1.7(a) 2.5 The definition of “Purchase Limit” set forth in Exhibit I to the Receivables Purchase Agreement is hereby amended by replacing the amount “$70,000,000” with the amount “$100,000,000” therein. 2.6 The Fifth Third Conduit Purchaser Scheduled Termination Date as set forth on Fountain Square Commercial Funding’s signature page to this Amendment Agreement is hereby extended through and restated as followsuntil the close of business on July 15, 2008. 2.7 Exhibit I to the Receivables Purchase Agreement is hereby amended by adding the following definition in appropriate alphabetical order:

Amendments to the Receivables Purchase Agreement. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby amended as follows: (a) Section 1.1(a1.1(b) of the Receivables Purchase Agreement is hereby amended by deleting the last paragraph in its entiretyreplacing “30 days’ written notice” with “10 days’ written notice.” (b) Section 1.2(e1.4(c) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Seller may (i) by replacing the last sentence thereof in its entirety with the written consent following: Not later than 1 Business Day prior to each Settlement Date, each Purchaser Agent will notify the Servicer by electronic mail of the Administrative Agent (such consent not amount of Discount accrued with respect to be unreasonably withheld or delayed), add additional Persons as Purchasers (either to an existing Purchaser Group or by creating new Purchaser Groups) or (ii) permit an existing Purchaser to increase its Maximum Purchase Amount in connection with a corresponding increase in each Portion of Capital during the Program Limit (up to a maximum Program Limit of $925,000,000); provided, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new Purchaser (or Purchaser Group) shall become a party hereto, by executing and delivering to the Administrative Agent and the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”related Settlement Period. (c) Section 1.3 of the Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii1.4(e)(i) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount shall be deposited to each Purchaser’s account ratably immediately” with respect to each Purchaser’s Portion(s) of Capital on the next “promptly, and in any event within one Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for ratable application to such Capital” in its place.Day,” (ed) Section 1.4(c)(i1.4(e) of the Receivables Purchase Agreement is hereby amended by deleting “and” at the end of clause (iii) thereof, replacing the period at the end of clause (iv) thereof with “; and” and restated adding the following clause (v) to the end of Section 1.4(e): (v) if at any time before the Facility Termination Date the Seller is deemed to have received any Deemed Collections, so long as follows: “(A) into each applicable Purchaser’s account no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of such Deemed Collections to a Lock-Box Account or hold such amount in trust and apply it in accordance with this Section 1.4, as set forth in Schedule VI the case may be, by instead recalculating (or being deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance by the amount of such other account designated in writing by Deemed Collections, so long as such applicable Purchaser or its Purchaser Agent), on each Settlement Date Collections held for each Purchaser with respect adjustment does not cause the Purchased Interest to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(A) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds to be applied pursuant to the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”exceed 100%. (fe) Section 1.4(d1.9(a) of the Receivables Purchase Agreement is hereby amended and restated by adding “, but expressly excluding any foregone Program Fees (as follows: defined in the Fee Letter)” after “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) in Section 1.4(c)(i), as applicable, in each case, as follows:hereunder” (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Yield accrued during the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield with respect to each Portion of Capital funded or maintained by the Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser Group (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (gf) Section 1.4(f)(ii)(B4.5(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: by adding “to the Servicer shall hold such Collections in trust for extent the benefit of each Purchaser ratably according Seller is under any obligation to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause do so,” after “(ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.)”. (hg) Section 1.4(f)(iii) The following defined terms are added to Exhibit I of the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) on the day when due in the same day funds to the account of such Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the account of the Administrative Agent, as applicable.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and restated as followsappropriate alphabetical order:

Amendments to the Receivables Purchase Agreement. The Seller, the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent agree that the Receivables Purchase Agreement is hereby amended as follows: (a) The second paragraph of Section 1.1(a1.1(c) of the Receivables Purchase Agreement is hereby amended by deleting the last paragraph replaced in its entirety. (b) Section 1.2(e) entirety with the following: Each of the Receivables Purchase Agreement is parties hereto hereby amended acknowledges and restated as follows: “The Seller may agrees that (i) with from and after the written consent of date hereof, the Administrative Purchaser Group that includes Xxxxx, as a Purchaser Agent and as a Purchaser, shall not include a Conduit Purchaser (unless and until a Conduit Purchaser shall later join such consent not Purchaser Group pursuant to the terms hereof), and each request by the Seller for ratable Purchases by the Conduit Purchasers pursuant to Section 1.1(a) shall be deemed to be unreasonably withheld or delayed), add additional Persons as a request that the Related Committed Purchasers (either to an existing in Xxxxx’ Purchaser Group or by creating new Purchaser Groups) or make their ratable share of such Purchase and (ii) permit an existing from and after the Ninth Amendment Effective Date, the Purchaser to increase its Maximum Purchase Amount in connection with Group that includes PNC, as a corresponding increase in the Program Limit (up to Purchaser Agent and as a maximum Program Limit of $925,000,000); providedPurchaser, however, that the Maximum Purchase Amount of any Purchaser may only be increased with the prior written consent of such Purchaser. Each new shall not include a Conduit Purchaser (or unless and until a Conduit Purchaser Group) shall become a party hereto, by executing and delivering later join such Purchaser Group pursuant to the Administrative Agent terms hereof), and each request by the Seller, an Assumption Agreement in the form of Annex I (which Assumption Agreement shall, in the case of any new Purchaser or Purchasers, be executed by each Person in such new Purchaser’s Purchaser Group).”. (c) Section 1.3 of the Receivables Purchase Agreement is hereby amended by replacing the text ", the Ratings-Based Reserve, the Loss Reserve, the Dilution Reserve and the Yield and Fee Reserve" where it appears therein with the text "and the Required Reserve " in its place. (d) Section 1.4(b)(iii) of the Receivables Purchase Agreement is hereby amended by replacing the text “which amount shall be deposited to each Purchaser’s account ratably with respect to each Purchaser’s Portion(s) of Capital on the next Business Day for application to such Capital” where it appears therein with the text “which amount shall be deposited to the Administrative Agent’s Distribution Account with respect to each Purchaser’s Portion(s) of Capital on the next Business Day Seller for ratable application to such Capital” in its place. (e) Section 1.4(c)(i) of Purchases by the Receivables Purchase Agreement is hereby amended and restated as follows: “(A) into each applicable Purchaser’s account as set forth in Schedule VI (or such other account designated in writing by such applicable Purchaser or its Purchaser Agent), on each Settlement Date Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital Conduit Purchasers pursuant to Section 1.4(b)(i)(A1.1(a) and (C) and (B) into the Administrative Agent’s Distribution Account on each Settlement Date (or in the case of funds shall be deemed to be applied pursuant to a request that the first proviso to Section 1.4(b)(iii), on the next Business Day), Collections held for each Purchaser with respect to such Purchaser’s Portion(s) of Capital pursuant to Section 1.4(b)(i)(E) and Section 1.4(b)(iii),”. (f) Section 1.4(d) of the Receivables Purchase Agreement is hereby amended and restated as follows: “The Servicer and the Administrative Agent shall distribute the amounts described (and at the times set forth) Related Committed Purchasers in Section 1.4(c)(i), as applicable, in each case, as follows: (i) if such distribution occurs on a day that is not a Termination Day, first, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser AgentPNC’s Purchaser Group) ratably according to Group make their ratable share of such Purchase. For the Yield accrued during avoidance of doubt, the preceding Settlement Period, all accrued Yield with respect to each Portion of Capital maintained by such Purchasers during the preceding Settlement Period (it being understood that each Purchaser Agent shall distribute such amounts to the Purchasers within its Purchaser Group ratably according to the amount of Yield owing to each Purchaser); second, by the Administrative Agent to its own account, all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by the Purchasers in the related Purchaser Group, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, fourth, if the Servicer has set aside amounts in respect of the Servicing Fee pursuant to Section 1.4(b)(i)(D) and has not retained such amounts pursuant to Section 1.4(c), by the Servicer to the Servicer’s own account (payable in arrears on each Settlement Date) in payment in full of the aggregate of the Servicing Fees so set aside, and fifth, by the Administrative Agent all other amounts (other than Capital) payable to each Secured Party and any other Person; and (ii) if such distribution occurs on a Termination Day, first, by the Servicer to each Purchaser Agent ratably (based on the aggregate accrued and unpaid Yield payable to all Purchasers at such time) (for the benefit of the Purchasers within such Purchaser Agent’s Purchaser Group), all accrued Yield Discount with respect to each Portion of Capital funded or maintained by the Related Committed Purchasers within such Purchaser Agent’s Purchaser Group, second, by the Servicer to the Administrative Agent for its own account all Administrative Agent Fees due to the Administrative Agent, third, by the Servicer to each Purchaser Agent (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser Group) ratably according to the Capital maintained by such Purchasers, all Program Fees and other Fees due to the Purchasers or the Purchaser Agents, it being understood that each Purchaser Agent shall distribute the amounts described in the first and third clauses of this Section 1.4(d)(ii) to the Purchasers within its Purchaser Group ratably according to the Yield and Capital of such Purchasers, respectively, fourth, if Ingram is not the Servicer, by the Servicer to the Servicer’s own account in payment in full of the Servicing Fees, fifth, by the Administrative Agent to each Purchaser Agent ratably according to the aggregate of the Capital of each Purchaser in each such Purchaser Agentof Xxxxx’ and PNC’s Purchaser Group (for shall accrue at the benefit of Alternate Rate, rather than the relevant Purchasers within such Purchaser Agent’s Purchaser Group) in payment in full of each Purchaser’s Capital (or in the case of amounts set aside pursuant to the first proviso to Section 1.4(b)(iii), the amount necessary to reduce the Receivables Interest to 100%); sixth, if the Aggregate Capital and accrued Aggregate Yield have been reduced to zero, all Program Fees and all other Fees due to the Purchasers, the Purchaser Agents and the Administrative Agent, have been reduced to zero, and the Servicing Fees payable to the Servicer (if other than Ingram) have been paid in full, by the Administrative Agent on behalf of (a) each Purchaser Group ratably, based on the amounts payable to each Purchaser Group (for the benefit of the Purchasers within such Purchaser Group), CP Rate. (b) itself and (c) any other Indemnified Party or Affected Person, in payment in full of any other amounts owed thereto by Each signature block as well as notice information thereunder for Market Street set forth on the Seller or the Servicer hereunder or under the other Transaction Documents, including, amounts payable pursuant to Section 6.4, and, seventh, by the Servicer to the Servicer’s own account (if the Servicer is Ingram) in payment in full of the unpaid amount of all accrued Servicing Fees. After the Aggregate Capital, Aggregate Yield, all Program Fees and other Fees, Servicing Fees and any other amounts payable by the Seller and the Servicer to each Purchaser Group, the Administrative Agent or any other Indemnified Party or Affected Person hereunder, have been paid in full, all additional or remaining Collections with respect to the Pool Receivables shall be paid to the Seller for its own account.”. (g) Section 1.4(f)(ii)(B) signature pages of the Receivables Purchase Agreement is are hereby amended and restated as follows: “the Servicer shall hold such Collections deleted in trust for the benefit of each Purchaser ratably according to its Capital, for payment to each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) by depositing such Collections in the Administrative Agent’s Distribution Account on the date on which the desired reduction amount is reached pursuant to clause (ii) above and the Administrative Agent shall distribute such amounts to each Purchaser ratably according to its Capital, and the Aggregate Capital shall be reduced by the aggregate amount to be paid and the Capital of each Purchaser shall be reduced in the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) only when, in each case so paid; provided that, with respect to any Portion of Capital, the Seller shall choose a reduction amount, and the date of commencement thereof, so that such reduction shall commence and conclude in the same Collection Period.”their entirety. (hc) Section 1.4(f)(iii) of The following new defined term and definition thereof is added to Exhibit I to the Receivables Purchase Agreement is hereby amended and restated as follows: "Unless a Termination Event or Unmatured Termination Event then exists, if the Seller elects that such reduction be effected by a one-time payment of cash (and not through the application of Collections), then on the proposed date of such reduction, the Seller shall deposit in the Administrative Agent’s Distribution Account, the amount of such reduction and the Administrative Agent shall distribute such amounts ratably according to each Purchaser’s Capital in immediately available funds for payment to each Purchaser (or its related Purchaser Agent for the benefit of such Purchaser). Upon payment of such funds, the Aggregate Capital shall be reduced by the aggregate amount paid and the Capital of each Purchaser shall be reduced in the amount paid to such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) when, in each case, so paid.”. (i) The first sentence of Section 1.6(a) of the Receivables Purchase Agreement is hereby amended and restated as follows: "All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 3:00 p.m. (New York City time) on the day when due in the same day funds to the account of such Purchaser maintained by the applicable Purchaser Agent (or such other account as may be designated from time to time by such Purchaser Agent to the Seller and the Servicer), the Administrative Agent’s Distribution Account or to the account of the Administrative Agent, as applicable.". (j) Section 1.7(a) of the Receivables Purchase Agreement is hereby amended and restated as followsappropriate alphabetical order: