Common use of Other Interpretive Matters Clause in Contracts

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this the Sale Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of the Sale Agreement (including in this Agreement, the other Transaction Documents Annex A) and all such related certificates and other documents, unless Annex A to Receivables Sale Agreement the context otherwise requires: (a) accounting terms not otherwise defined in such agreementAgreement, and accounting terms partly defined in such agreement Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with GE Capital’s fiscal calendar; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement Agreement are used as defined in such that Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor lawlaw or regulation; (h) references to any agreement refer to that agreement as from time to time amended amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date . Annex A to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------Agreement

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as Appendix A-64 defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule Schedule, or Exhibit are references to Sections, Schedules Schedules, and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause clause, or other subdivision within any Section or definition refer to such paragraph, subsection, clause clause, or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended, or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, the Restatement Effective Date, the Second Restatement Effective Date, or the Third Restatement Effective Date, such reference shall be deemed to be a reference to a calendar month; (m) terms in one gender include the parallel terms in the neuter and opposite gender; and (mn) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------term “or” is not exclusive.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, ,” and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------term “or” is not exclusive.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “"including” " means “"including without limitation”"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s 's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “"from” " means “"from and including”", and the terms “"to” " and “"until” " each means “"to but excluding”"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) "during the continuance of an Amortization Event" means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. Second Amended EXHIBIT II FORM OF BORROWING REQUEST [BORROWER'S NAME] BORROWING REQUEST For Borrowing on __________________ Wachovia Bank, National Association, as Blue Ridge Agent 191 Peachtree Street, N.E., GA-31261 Atlanta, Georgia 30303 Attention: Elizabeth R. Wagner, Fax No. (400) 000-0000 and Restated Xxx Xxxx xx Xxxxx-Xitsubishi Xxx., Xxx Xxxx Branch, as Victory Agent ------------------------------------------------------ New York, NY Attention: , Fax No. (212) ----------------- ------------------------------ Ladies and Gentlemen: Reference is made to the Credit and Security Agreement dated as of August 16, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding Corporation, a Delaware corporation (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Blue Ridge Asset Funding Corporation, Victory Receivables Sale Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi Ltd., New York Branch, as a Co-Agent, and Wachovia Bank, National Association, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------are used herein with the same meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule Schedule, or Exhibit are references to Sections, Schedules Schedules, and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause clause, or other subdivision within any Section or definition refer to such paragraph, subsection, clause clause, or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended, or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means Appendix A-63 “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, the Restatement Effective Date, the Second Restatement Effective Date, or the Third Restatement Effective Date, such reference shall be deemed to be a reference to a calendar month; (m) terms in one gender include the parallel terms in the neuter and opposite gender; and (mn) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------term “or” is not exclusive.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “"including” " means “"including without limitation”"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s 's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “"from” " means “"from and including”", and the terms “"to” " and “"until” " each means “"to but excluding”"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------]

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) “during the continuance of an Amortization Event” means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Credit and Security Agreement EXHIBIT A PURCHASE REPORT II FORM OF BORROWING REQUEST [INSERT SELLER NAME]Borrower’s Name] BORROWING REQUEST For Borrowing on __________________ Wxxxx Fargo Bank, AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------National Association, as Co-Agent 10 Xxxxxxxxx Xxxx, Suite 1100 Atlanta, GA 30328 Attention: Mxxxxxx Xxxxxx Email: mxxxxxx.xxxxxx@xxxxxxxxxx.xxx Facsimile: (000) 000-0000 SMBC Nikko Securities America, Inc., as Co-Agent 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Structured Finance Group Email: AXXXXX@xxxxxxxxx-xx.xxx Facsimile: (000) 000-0000 Sumitomo Mitsui Banking Corporation, as Lender 200 Xxxx Xxx Xxx Xxxx, XX 00000 Attn: Kxxxx XxXxxxxxx Phone: 200-000-0000 Email: axxxxxxxxxxxxx@xxxxxxxxx.xxx Facsimile: (000) 000-0000 Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit and Security Agreement dated as of February 7, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Boston Scientific Funding LLC, a Delaware limited liability company (the “Borrower”), Boston Scientific Corporation, a Delaware corporation as initial Servicer, the Lenders and Co-Agents party thereto from time to time and Wxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlesprinciples consistently applied; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be a reference to the applicable calendar month; (m) for the purposes of calculating the Required Reserves (or any component thereof) or the calculation of the Default Ratio, Delinquency Ratio or Dilution Ratio, when a component of any such calculation is determined by reference to the first Settlement Period, such first Settlement Period for such purposes shall be deemed to refer to the first full calendar month after the Closing Date; (n) terms in one gender include the parallel terms in the neuter and opposite gender; and (mo) the preamble and recitals shall constitute a part of this Agreementterm “or” is not exclusive. Second Amended and Restated Receivables Sale Agreement EXHIBIT ANNEX A FORM OF PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING NOTICE Mylan Securitization LLC [DATE] AND ENDING [DATE] -------To: The Parties Listed on Schedule A Re: Funding Notice This notice is delivered pursuant to Sections 1.1 and 1.2 of the Purchase Agreement dated as of February 21, 2012 (the “Agreement”), among Mylan Pharmaceuticals Inc., a West Virginia corporation (“MPI”), individually and as initial Servicer, Mylan Securitization LLC, as seller (“Seller”), Market Street Funding, LLC (“Market Street”), as a conduit purchaser, Working Capital Management Co, LP (“WCMC”), as a conduit purchaser, Victory Receivables Corporation (“Victory”), as a conduit purchaser and the other conduit purchasers from time to time party hereto (each individually, a “Conduit Purchaser” and collectively with Market Street, WCMC and Victory, “Conduit Purchasers”), PNC Bank, National Association (“PNC”), as a committed purchaser, Mizuho Corporate Bank, Ltd (“Mizuho”), as a committed purchaser, SunTrust Bank (“SunTrust”), as a committed purchaser, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMUNY”), as a committed purchaser and the other committed purchasers from time to time party hereto (each individually, a “Committed Purchaser” and collectively with PNC, SunTrust, Mizuho and BTMUNY, “Committed Purchasers” and collectively with the Conduit Purchasers, “Purchasers”), PNC, as a purchaser agent, Mizuho, as a purchaser agent, SunTrust Xxxxxxxx Xxxxxxxx, Inc., (“STRH”), as a purchaser agent, BTMUNY, as a purchaser agent and the other purchaser agents from time to time party hereto (each individually, a “Purchaser Agent” and collectively with PNC, STRH, Mizuho and BTMUNY, “Purchaser Agents”), BTMUNY, as agent on behalf of the Secured Parties (“Agent”), the several financial institutions identified on the signature pages hereto as “LOC Issuers” for their respective applicable LOC Groups, and each of the other members of each Group party hereto. Capitalized terms defined in, or by reference in, the Agreement are used herein with the same meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “"including” " means “"including without limitation”"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s 's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “"from” " means “"from and including”", and the terms “"to” " and “"until” " each means “"to but excluding”"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF of [INSERT SELLER NAMEInsert Seller Name], AS SELLER as Seller For the CALCULATION period beginning [date] and ending [date] TO: THE BUYER AND THE AGENTS ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold by Seller during the period: $____________ A ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold ("Ineligible Receivables"): ($____________) (B) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B): $____________ =C ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during the period: $____________ D ------------------------------------------- --------------- --------------- ---- Aggregate Outstanding Balance of all Receivables (if any) contributed during such period which were not Eligible Receivables on the date when sold: ($____________) (E) ------------------------------------------- --------------- --------------- ---- Equals: Aggregate Outstanding Balance of all Eligible Receivables (if any) contributed during the period (D - E): $____________ =F ------------------------------------------- --------------- --------------- ---- The amount specified in Line F $____________ G Multiplied By: One minus the Discount Factor then in effect: ($____________) (H) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Eligible Receivables (G - H) $____________ =I ------------------------------------------- --------------- --------------- ---- The amount specified in Line E $____________ J Multiplied By: One minus the Discount Factor then in effect: ($____________) (K) ------------------------------------------- --------------- --------------- ---- Equals: Gross amount payable during the period with respect to such Ineligible Receivables (J - K) $____________ =L ------------------------------------------- --------------- --------------- ---- Sum of (I) + (L) $____________ M ------------------------------------------- --------------- --------------- ---- Less: Total Purchase Price Credits arising during the Period: ($____________) (N) ------------------------------------------- --------------- --------------- ---- -------------------------------------------------------------------------------- Equals: Purchase Price payable during the Period (M - N): $____________ =O ------------------------------------------- --------------- --------------- ---- Less: Cash Purchase Price Paid to Seller during the Period: $____________ P ------------------------------------------- --------------- --------------- ---- Less: Subordinated Loans made by Seller during the Period: $____________ Q ------------------------------------------- --------------- --------------- ---- Equals: Purchase Price owed to BSX for the period (O - P - Q): $____________ =S ------------------------------------------- --------------- --------------- ---- Less: Demand Advances made by Borrower to BSX during the Period: ($____________) T ------------------------------------------- --------------- --------------- ---- Plus: Demand Advances re-paid to Borrower by BSX during the Period: $____________ U ------------------------------------------- --------------- --------------- ---- Equals: Cash to be paid by Borrower to BSX $____________ V -------------------------------------------------------------------------------- EXHIBIT B SUBORDINATED NOTE (Non-Negotiable) [Date] FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------VALUE RECEIVED, the undersigned, Boston Scientific Funding Corporation, a Delaware corporation (the "Buyer"), promises to pay to _______________, a _____________ (the "Seller"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “"hereof,” “" "herein” " and “"hereunder” " and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “"including” " means “"including without limitation”"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s 's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “"from” " means “"from and including”", and the terms “"to” " and “"until” " each means “"to but excluding”"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) "during the continuance of an Amortization Event" means that an Amortization Event has occurred and has not been waived and (mn) the preamble and recitals shall constitute a part of this Agreement. Second EXHIBIT II FORM OF BORROWING REQUEST [Borrower's Name] BORROWING REQUEST For Borrowing on _____________ Royal Bank of Canada, as Old Line Agent 2751 Centerville Road, Suite 212 Wilmington, DE 19808 Attention: Xxx Xxxxxx, Xxx Xx. (000) 000-0000 The Bank xx Xxxxx-Xitsubishi XXX, Xxx., Xxx York Branch, as Victory Agent ___________________________________ New York, NY Attention: _____________________, Fax No. (212)_____________________ [SPECIFY Co-Agent] Ladies and Gentlemen: Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Sale Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------are used herein with the same meanings.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Applicable Law refer to that law Applicable Law as amended from time to time and include any successor lawApplicable Law; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, ,” and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreementterm “or” is not exclusive. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------Exhibit A-11 750740423 19632855

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this the Purchase and Sale Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of the Purchase and Sale Agreement (including in this Agreement, the other Transaction Documents Annex A) and all such related certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreementAgreement, and accounting terms partly defined in such agreement Agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; and unless otherwise provided, references to any month, quarter or year refer to a fiscal month, quarter or year as determined in accordance with GE Capital Bank’s fiscal calendar; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement Agreement are used as defined in such that Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement Agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor lawlaw or regulation; (h) references to any agreement refer to that agreement as from time to time amended amended, restated or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement. Second Amended and Restated Receivables Sale Agreement EXHIBIT A PURCHASE REPORT OF [INSERT SELLER NAME], AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------.

Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents Sale Agreement shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents Sale Agreement and all such certificates and other documents, unless the context otherwise requires: (a) except as otherwise expressly provided herein, all terms of an accounting terms not otherwise defined or financial nature shall be construed in such agreementaccordance with GAAP, and accounting terms partly defined as in such agreement effect from time to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principlestime; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any law Law refer to that law Law as amended from time to time and include any successor lawLaw; (h) references to any agreement refer to that agreement as from time to time amended amended, restated, extended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s permitted successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from” means “from and including”, and the terms “to” and “until” each means “to but excluding”; (l) if any calculation to be made hereunder refers to a Settlement Period (or any portion thereof) that would have occurred prior to the Closing Date, such reference shall be deemed to be a reference to a calendar month; (m) for the purposes of calculating the Required Reserves (or any component thereof) or the calculation of the Loss Ratio or Dilution Ratio, when a component of any such calculation is determined by reference to the first Settlement Period, such first Settlement Period for such purposes shall be deemed to refer to the first full calendar month after the Closing Date; (n) terms in one gender include the parallel terms in the neuter and opposite gender; and (mo) the preamble and recitals shall constitute a part of this Agreementterm “or” is not exclusive. Second Amended and Restated Receivables Sale Agreement EXHIBIT SCHEDULE I COMMITMENTS Party Capacity Commitment BTMU Purchaser Group BTMUNY Committed Purchaser $150,000,000 BTMUNY Purchaser Agent N/A PURCHASE REPORT OF [INSERT SELLER NAME]Gotham Conduit Purchaser N/A Xxxxx Purchaser Group Xxxxx Fargo Bank, AS SELLER FOR THE CALCULATION PERIOD BEGINNING [DATE] AND ENDING [DATE] -------National Association Committed Purchaser $100,000,000 Xxxxx Fargo Bank, National Association Purchaser Agent N/A N/A Conduit Purchaser N/A