Common use of Subordinated Note Clause in Contracts

Subordinated Note. (a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date initial Effective Date, contemporaneously with the sale of Receivables by Rykoff Funding and USFAR to the Company provided for in subsection 2.01 of the initial SaleSPC Receivables Sale Agreement and the assumption by the Company of Rykoff Funding's and USFAR's obligations under the Existing Rykoff Subordinated Note and the Existing USFAR Subordinated Note, Buyer respectively, pursuant to the RS Transition Agreement and the USFAR Transition Agreement, respectively, the Company shall issue to the Seller AgentSellers a subordinated note substantially in the form of Exhibit A hereto (as amended, for supplemented or otherwise modified from time to time, the account "SUBORDINATED NOTE"). (b) The initial aggregate principal amount of the Subordinated Note (the "INITIAL SUBORDINATED NOTE AMOUNT") shall be equal to the sum of the Existing Rykoff Subordinated Note Amount and the Existing USFAR Subordinated Note Amount. The portion of the Subordinated Note representing the assumption of the Existing Rykoff Subordinated Note Amount shall be allocated among the RS Sellers as their respective interests in the same proportion that the aggregate outstanding principal amount of the Existing Rykoff Subordinated Note had been allocated among such RS Sellers immediately prior to the cancellation thereof pursuant to the RS Transition Agreement, and the portion of the Subordinated Note representing the assumption of the Existing USFAR Subordinated Note Amount shall be allocated among the USFAR Sellers in the same proportion that the aggregate outstanding principal amount of the Existing USFAR Subordinated Note had been allocated among such USFAR Sellers immediately prior to the cancellation thereof pursuant to the USFAR Transition Agreement, in each case by the Servicer. The Servicer may appear, evidence such allocations by recording the amount thereof on the grid attached to the Subordinated Note. The ; PROVIDED that the failure to make any such recordation or any error in such grid shall not adversely affect any Seller's rights thereunder. (c) Following the initial Effective Date, the aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on sum of the issuance thereof Initial Subordinated Note Amount and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.03 as of such time, minus, time and (ii) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocatedallocated among the Sellers by the Servicer and shall be allocated FIRST, first to pay accrued and unpaid interest thereon, secondand SECOND, to pay the outstanding principal amount thereof. (d) Each Seller's interest in the Subordinated Note shall be equal to the sum of (i) the initial allocation to such Seller of the Existing Rykoff Subordinated Note Amount or the Existing USFAR Subordinated Note Amount, as the case may be, made by the Servicer in accordance with subsection 8.01(b) and (ii) each addition to the Subordinated Note allocated to such Seller pursuant to subsection 2.03(c), LESS (iii) the sum of each repayment thereof allocated to such Seller by the Servicer in accordance with subsection 8.01(c). Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth in equal to the Subordinated Note, ABR plus 2% from and including the initial Effective Date to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note thereunder not paid or prepaid pursuant to the terms hereof thereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date Closing Date, the Issuer shall issue a subordinated note substantially in the form of Exhibit C (the "SUBORDINATED NOTE"). The Subordinated Note shall be issued in the name of the initial Sale, Buyer Seller and shall issue be executed by the Issuer and delivered to the Seller Agent, for on the account of the Sellers as their respective interests may appear, the Subordinated NoteClosing Date. The aggregate outstanding principal amount of the Subordinated Note at any time shall be equal calculated pursuant to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to Daily Report; PROVIDED, HOWEVER, that the principal amount of the Subordinated Note with respect to each Seller pursuant shall be fixed on and not be recalculated after the Purchase Termination Date. Anything to the terms of Section 2.01(c)(ii)(Ccontrary notwithstanding, the Issuer shall have the right (but not the obligation) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of to offset or adjust the Subordinated Note as of such time. All payments made in respect of by any amounts owed by the Subordinated Note shall be allocated, first Seller to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Issuer under this Agreement. (b) Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate of 10% per annum as set forth in annum. Payments of principal and interest under the Subordinated Note shall only be made to the extent amounts are available pursuant to clause FOURTH of Section 7(a)(iii) of the Security Agreement and the Seller shall not have recourse to any other assets of the Issuer. The Seller agrees not to demand or sue for amounts due under the Subordinated Note until after the datx xhat is one year and one day after the Final Issuer Termination. The Seller agrees upon any distribution of all or any of the assets of the Issuer to creditors of the Issuer upon the dissolution, winding up, total or partial liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of the Issuer or its debts, any payment or distribution of any kind (including, without limitation, cash, property, securities and any payment or distribution which may be payable or deliverable by reason of the payment of any other Indebtedness of the Issuer being subordinated to the payment of the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note that otherwise would be payable or deliverable upon or with respect to the Subordinated Note, directly or indirectly, by set-off or in any other manner, including, without limitation, from or by way of contract assets, shall be made solely from funds available paid or delivered directly to Buyer the Collateral Agent for application (in the case of cash) to or as contract assets (in the case of non-cash property or securities) for the payment or prepayment in full of, the obligations under the Notes until the obligations and all principal and interest under the Notes shall have been indefeasibly paid in full in cash. The Collateral Agent is irrevocably authorized and empowered (in its own name or in the name of the Seller or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred xx in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Note and enforcing any security interest or other lien securing payment of the Subordinated Note) as the Collateral Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the Noteholders. The Seller shall duly and promptly take such action as the Collateral Agent may request to (i) collect the Subordinated Note for the account of the Noteholders and to file appropriate claims or proofs of claim in respect of the Subordinated Note, (ii) execute and deliver to the Collateral Agent such powers of attorney, assignments or other instruments as the Collateral Agent may request in order to enable the Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Note and (iii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Note. All payments or distributions upon or with respect to the Subordinated Note that are not otherwise required received by the Seller contrary to the provisions of the Indenture, the Security Agreement, this Agreement or the Subordinated Note shall be received in trust for the benefit of the Noteholders, shall be segregated from other funds and property held by the Seller and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or setheld as contract assets (in the case of non-aside cash property or securities) for the payment of any obligations of Buyer under or prepayment in full of, the Credit Agreement, Obligations until the Obligations shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer have been indefeasibly paid in full in cash. The Seller agrees that no payment or distribution to the extent that insufficient funds exist to make such payment. (b) Each addition Noteholders pursuant to the principal amount provisions of the Subordinated Note shall entitle the Seller to exercise any rights or subrogation in respect thereof against the Issuer until the Obligations and all principal and interest under the Issuer's Notes shall have been indefeasibly paid in full in cash. The Seller and the Issuer each hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and the Subordinated Note and any requirement that the Collateral Agent protect, secure, perfect or insure any security interest or lien on any Transfer Date pursuant property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any Contract Assets. (c) The Seller agrees and confirms that the Subordinated Note represent solely the right to Section 2.01(c) (including on receive certain amounts from funds available under the date of Security Agreement and only to the initial Sale hereunder) shall extent, in the manner and at the times set forth in this Agreement and the Security Agreement and that the Subordinated Note does not represent a security interest in the Contract Assets or their proceeds. No payments may be allocated among the Sellers received, directly or indirectly, by the Seller Agent ratably in proportion (and if received, the Seller agrees to return such payments to the Purchase Price owing Issuer) on the Subordinated Note unless the Issuer has paid all amounts required pursuant to each on such Transfer Datethis Agreement and the Security Agreement to be paid prior to any payments in respect of the Subordinated Note. (d) The Seller agrees and confirms that the Collateral Agent shall not have any duty whatsoever to the Seller as holder of the Subordinated Note and that the Collateral Agent shall not be liable to the Seller for any action taken or omitted to be taken with respect to the Subordinated Note.

Subordinated Note. (a) On the date initial Effective Date, contemporaneously with the sale of Receivables and Receivables Property by USFC, the initial Sale, Buyer Company shall issue to USFC a subordinated note substantially in the Seller Agentform of Exhibit A hereto (as amended, for supplemented or otherwise modified from time to time, the account "SUBORDINATED NOTE"). (b) The initial aggregate principal amount of the Sellers as their respective interests may appearSubordinated Note (the "Initial Subordinated Note Amount") shall be equal to $[-]. (c) Following the initial Effective Date, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the 42 difference between (i) the aggregate principal amount on sum of the issuance thereof Initial Subordinated Note Amount and each addition to the principal amount of the Subordinated Note with respect to each Seller USFC pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.03 as of such time, minus, time and (ii) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first allocated by the Servicer to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. . (d) Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth in equal to the Subordinated Note, ABR plus 2% from and including the initial Effective Date to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note thereunder not paid or prepaid pursuant to the terms hereof thereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date of hereof, the initial Sale, Buyer Company shall issue to the Seller Agent, for the account Master Servicer on behalf of all the Sellers as their respective interests may appear, an unsecured subordinated note substantially in the Subordinated Noteform of EXHIBIT C (the "SUBORDINATED NOTE"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, 2.3 minus (iib) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such timeNote. All payments made in respect of the Subordinated Note shall be allocated, first allocated among the Sellers by the Master Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to pay accrued and unpaid interest thereon, second, such Seller pursuant to pay subsection 2.3(c) less the outstanding principal amount thereofsum of each repayment thereof allocated to such Seller. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in 8.5% PER ANNUM from and including the Subordinated Note, to initial Effective Date and shall be paid (x) on each Settlement Distribution Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and at the maturity date thereof, PROVIDED, however, that accrued interest on the Subordinated Note which is not so paid may be added to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)Note. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Sale Documents shall be payable on the maturity date thereof. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to default or event of default or a Purchase Termination Event hereunder, a Master Servicer Default under the extent that insufficient funds exist to make such paymentPooling Agreement or an Early Amortization Event under the Pooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date of the initial SaleClosing Date, Buyer shall issue Recco issued to the Seller Agent, for the account subordinated note substantially in the form of Exhibit B (the Sellers as their respective interests may appear, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at shall be calculated pursuant to the Daily Report and, on any time day, shall be equal to the difference between (i) the aggregate principal amount Subordinated Interest on the issuance thereof and each addition to such day; provided, however, that the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued fixed on and unpaid interest thereon, second, to pay not be recalculated after the outstanding principal amount thereof. Commitment Termination Date. (b) Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) . Principal and interest payments on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but may be made only to the extent that Buyer has funds available to make such payment) and (y) permitted by the Security Agreement. Principal amounts outstanding on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal shall increase concurrently with the payment of the Subordinated Note not paid or prepaid Purchase Price pursuant to the terms hereof of Section 2.3(a)(ii) hereof. Principal payments on the Subordinated Note shall become payable only upon the release of Collateral by the Collateral Agent pursuant to, and in accordance with, Section 23(b) of the Security Agreement. Except to the extent permitted by the Security Agreement, the Seller agrees not to ask, demand, xxx for or take or receive from Recco in cash or other property, by set-off or in any other manner, (including, without limitation, from or by way of the Collateral), payment of all or any part of the Subordinated Note. (c) The Seller agrees upon any distribution of all or any of the assets of Recco to creditors of Recco upon the dissolution, winding up, total or partial liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of Recco or its debts, any payment or distribution of any kind (including, without limitation, cash, property, securities and any payment or distribution which may be payable on or deliverable by reason of the maturity date thereof. Notwithstanding anything payment of any other Debt of Recco being subordinated to the contrary contained in this Agreement, any payments to be made by Buyer payment of the Subordinated Note) in respect of the Subordinated Note that otherwise would be payable or deliverable upon or with respect to the Subordinated Note, directly or indirectly, by set-off or in any other manner, including, without limitation, from or by way of the Collateral, shall be made solely from funds available paid or delivered directly to Buyer the Collateral Agent for application (in the case of cash) to or as Collateral (in the case of non-cash property or securities) for the payment or prepayment in full of, the Obligations until the Obligations shall have been indefeasibly paid in full in cash. The Collateral Agent is irrevocably authorized and empowered (in its own name or in the name of the Seller or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Note and enforcing any security interest or other lien securing payment of the Subordinated Note) as the Collateral Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the holders of the Obligations. The Seller shall duly and promptly take such action as the Collateral Agent may request to (i) collect the Subordinated Note for the account of the holders of the Obligations and to file appropriate claims or proofs of claim in respect of the Subordinated Note, (ii) execute and deliver to the Collateral Agent such powers of attorney, assignments or other instruments as the Collateral Agent may request in order to enable the Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Note, and (iii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Note. (d) All payments or distributions upon or with respect to the Subordinated Note that are not otherwise required received by the Seller contrary to the provisions of the Operative Documents shall be received in trust for the benefit of the holders of the Obligations, shall be segregated from other funds and property held by the Seller and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or setheld as Collateral (in the case of non-aside cash property or securities) for the payment of any obligations of Buyer under or prepayment in full of, the Credit Agreement, Obligations until such Obligations shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer have been indefeasibly paid in full in cash. The Seller agrees that no payment or distribution to the extent that insufficient funds exist to make such payment. (b) Each addition holders of the Obligations pursuant to the principal amount provisions of the Subordinated Note shall entitle the Seller to exercise any rights of subrogation in respect thereof against Recco until the Obligations and all principal and interest under the Seller Note shall have been indefeasibly paid in full in cash. The Seller and Recco hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and any requirement that the Collateral Agent protect, secure, perfect or insure any security interest or lien on any Transfer Date property subject thereto or exhaust any right or take any action against Recco or any other Person or any Collateral. (e) The Subordinated Note is secured by the Collateral pursuant to Section 2.01(c) (including on the date Subordinated Security Agreement, subject to the prior lien of the initial Sale hereunder) shall Collateral Agent under the Security Agreement. No payments may be allocated among the Sellers received, directly or indirectly, by the Seller Agent ratably in proportion (and if received, the Seller agrees to return such payments to Recco) on the Subordinated Note unless Recco has paid all amounts required pursuant to the Purchase Price Security Agreement to be paid prior to any payments in respect of the Subordinated Note. (f) The Seller agrees and confirms that the Collateral Agent shall not have any duty whatsoever to the Seller, in the Seller's capacity as holder of the Subordinated Note, and that the Collateral Agent shall not be liable to the Seller for any action taken or omitted to be taken with respect to the Subordinated Note or the Collateral under the Security Agreement. (g) Prior to the indefeasible payment in full in cash of the other Obligations, the Seller will not seek to collect any amounts owing under the Subordinated Note or exercise or enforce any of its rights under the Subordinated Security Agreement. (h) The Seller and Recco further agree that at no time hereafter will any part of the indebtedness represented by the Subordinated Note be represented by any negotiable instruments or other writings except the Subordinated Note. (i) The Seller and Recco waive notice of and consent to the creation of the Loans and any of the other Obligations, any extensions granted or other action taken by the Lenders, the Surety Provider, the Administrative Agent, any Group Agent or the Collateral Agent with respect thereto, the taking or releasing of Collateral or any obligors or guarantors for the payment thereof, and the releasing of the Seller or any other subordinated creditors. No failure or delay by the Lenders, the Surety Provider, the Administrative Agent, any Group Agent or the Collateral Agent to exercise any right granted herein, or in any other agreement or by law shall constitute a waiver of such right or of any other right. (j) The terms of the Subordinated Note and the subordination effected hereby, and the rights of the Lenders, the Surety Provider, the Administrative Agent, each on Group Agent and the Collateral Agent and the obligations of the Seller and Recco arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by (a) any amendment or modification of or supplement to any provision of the Operative Documents or any instrument or document executed or delivered pursuant thereto or in connection with the transactions contemplated thereby; (b) the validity or enforceability of any of such Transfer Datedocuments; (c) any exercise or non-exercise of any right, power or remedy under or in respect of the other Obligations or any instruments or documents related thereto or arising at law; or (d) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission in respect of the other Obligations or any of the instruments or documents related thereto.

Subordinated Note. The Company has issued to BII a subordinated note substantially in the form of Exhibit C (a) On the date of the initial Sale, Buyer shall issue to the Seller Agent, for the account of the Sellers as their respective interests may appeartogether with any amendments or modifications thereto and or replacements thereof, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on of the issuance thereof of and each addition to the principal amount of the such Subordinated Note with respect to each Seller (or a predecessor Subordinated Note under the Prior Sale Agreement) pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, 2.03 minus (iib) the aggregate amount of all payment payments made in respect of the principal of the such Subordinated Note; provided, that Subordinated Note as of such time. All payments made in respect may be increased on any day only to the extent that the aggregate principal amount of the Subordinated Note outstanding on such day shall be allocatednot exceed an amount equal to the result of (a) the Borrowing Base minus Aggregate Outstandings; plus (b) the result of 25% multiplied by the Required Reserves, first to pay accrued and unpaid interest thereon, second, to pay calculated using the outstanding principal amount thereofinformation set forth on the most recent Weekly Report. Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each fiscal month at a rate per annum the "Prime Rate" as set forth published from time to time in the Subordinated Note, to Wall Street Journal plus 3% from and including the date of issuance thereof and shall be paid (x) on each Monthly Settlement Date with respect to the principal amount amounts accrued and not paid as of the Subordinated Note outstanding from time to time during last day of the Adjusted Settlement Period immediately preceding fiscal month and/or the Maturity Date; provided that such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of interest may be prepaid at any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)time. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Purchase Documents shall be payable on the maturity date thereofMaturity Date. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event hereunder or an Amortization Event under the extent that insufficient funds exist to make such paymentLoan Agreement. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date of the initial SaleClosing Date, Buyer shall issue Recco issued to the Seller Agent, for the account subordinated note substantially in the form of Exhibit B (the Sellers as their respective interests may appear, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at shall be calculated pursuant to the Daily Report and, on any time day, shall be equal to the difference between (i) the aggregate principal amount Subordinated Interest on the issuance thereof and each addition to such day; provided, however, that the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued fixed on and unpaid interest thereon, second, to pay not be recalculated after the outstanding principal amount thereof. Commitment Termination Date. (b) Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) . Principal and interest payments on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but may be made only to the extent that Buyer has funds available to make such payment) and (y) permitted by the Security Agreement. Principal amounts outstanding on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal shall increase concurrently with the payment of the Subordinated Note not paid or prepaid Purchase Price pursuant to the terms hereof of Section 2.3(a)(ii) hereof. Principal payments on the Subordinated Note shall become payable only upon the release of Collateral by the Collateral Agent pursuant to, and in accordance with, Section 23(b) of the Security Agreement. Except to the extent permitted by the Security Agreement, the Seller agrees not to ask, demand, xxx for or take or receive from Recco in cash or other property, by set-off or in any other manner, (including, without limitation, from or by way of the Collateral), payment of all or any part of the Subordinated Note. (c) The Seller agrees upon any distribution of all or any of the assets of Recco to creditors of Recco upon the dissolution, winding up, total or partial liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of Recco or its debts, any payment or distribution of any kind (including, without limitation, cash, property, securities and any payment or distribution which may be payable on or deliverable by reason of the maturity date thereof. Notwithstanding anything payment of any other Debt of Recco being subordinated to the contrary contained in this Agreement, any payments to be made by Buyer payment of the Subordinated Note) in respect of the Subordinated Note that otherwise would be payable or deliverable upon or with respect to the Subordinated Note, directly or indirectly, by set-off or in any other manner, including, without limitation, from or by way of the Collateral, shall be made solely from funds available paid or delivered directly to Buyer the Collateral Agent for application (in the case of cash) to or as Collateral (in the case of non-cash property or securities) for the payment or prepayment in full of, the Obligations until the Obligations shall have been indefeasibly paid in full in cash. The Collateral Agent is irrevocably authorized and empowered (in its own name or in the name of the Seller or otherwise), but shall have no obligation, to demand, xxx for, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Note and enforcing any security interest or other lien securing payment of the Subordinated Note) as the Collateral Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the holders of the Obligations. The Seller shall duly and promptly take such action as the Collateral Agent may request to (i) collect the Subordinated Note for the account of the holders of the Obligations and to file appropriate claims or proofs of claim in respect of the Subordinated Note, (ii) execute and deliver to the Collateral Agent such powers of attorney, assignments or other instruments as the Collateral Agent may request in order to enable the Collateral Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Note, and (iii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Note. (d) All payments or distributions upon or with respect to the Subordinated Note that are not otherwise required received by the Seller contrary to the provisions of the Operative Documents shall be received in trust for the benefit of the holders of the Obligations, shall be segregated from other funds and property held by the Seller and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or setheld as Collateral (in the case of non-aside cash property or securities) for the payment of any obligations of Buyer under or prepayment in full of, the Credit Agreement, Obligations until such Obligations shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer have been indefeasibly paid in full in cash. The Seller agrees that no payment or distribution to the extent that insufficient funds exist to make such payment. (b) Each addition holders of the Obligations pursuant to the principal amount provisions of the Subordinated Note shall entitle the Seller to exercise any rights of subrogation in respect thereof against Recco until the Obligations and all principal and interest under the Seller Note shall have been indefeasibly paid in full in cash. The Seller and Recco hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and any requirement that the Collateral Agent protect, secure, perfect or insure any security interest or lien on any Transfer Date property subject thereto or exhaust any right or take any action against Recco or any other Person or any Collateral. (e) The Subordinated Note is secured by the Collateral pursuant to Section 2.01(c) (including on the date Subordinated Security Agreement, subject to the prior lien of the initial Sale hereunder) shall Collateral Agent under the Security Agreement. No payments may be allocated among the Sellers received, directly or indirectly, by the Seller Agent ratably in proportion (and if received, the Seller agrees to return such payments to Recco) on the Subordinated Note unless Recco has paid all amounts required pursuant to the Purchase Price Security Agreement to be paid prior to any payments in respect of the Subordinated Note. (f) The Seller agrees and confirms that the Collateral Agent shall not have any duty whatsoever to the Seller as holder of the Subordinated Note and that the Collateral Agent shall not be liable to the Seller for any action taken or omitted to be taken with respect to the Subordinated Note or the Collateral under the Security Agreement. (g) Prior to the indefeasible payment in full in cash of the other Obligations, the Seller will not seek to collect any amounts owing under the Subordinated Note or exercise or enforce any of its rights under the Subordinated Security Agreement. (h) The Seller and Recco further agree that at no time hereafter will any part of the indebtedness represented by the Subordinated Note be represented by any negotiable instruments or other writings except the Subordinated Note. (i) The Seller and Recco waive notice of and consent to each on the creation of the Loans and any of the other Obligations, any extensions granted or other action taken by the Lenders, the Surety Provider, the Program Manager or the Collateral Agent with respect thereto, the taking or releasing of Collateral or any obligors or guarantors for the payment thereof, and the releasing of the Seller or any other subordinated creditors. No failure or delay by the Lenders, the Surety Provider, the Program Manager or the Collateral Agent to exercise any right granted herein, or in any other agreement or by law shall constitute a waiver of such Transfer Dateright or of any other right. (j) The terms of the Subordinated Note and the subordination effected hereby, and the rights of the Lenders, the Surety Provider, the Program Manager and the Collateral Agent and the obligations of the Seller and Recco arising hereunder, shall not be affected, modified or impaired in any manner or to any extent by (a) any amendment or modification of or supplement to any provision of the Operative Documents or any instrument or document executed or delivered pursuant thereto or in connection with the transactions contemplated thereby; (b) the validity or enforceability of any of such documents; (c) any exercise or non-exercise of any right, power or remedy under or in respect of the other Obligations or any instruments or documents related thereto or arising at law; or (d) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission in respect of the other Obligations or any of the instruments or documents related thereto.

Subordinated Note. (a) On the date of initial Effective Date, the initial Sale, Buyer Company shall issue to each Seller a subordinated note substantially in the Seller Agentform of EXHIBIT A (as amended, for the account of the Sellers as their respective interests may appearsupplemented or otherwise modified from time to time, the Subordinated Note"SUBORDINATED NOTE"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the such Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.03 as of such time, minus, MINUS (iib) the aggregate amount of all payment payments made in respect of the principal of the such Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first allocated among the Sellers by the Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to pay accrued and unpaid interest thereon, second, such Seller pursuant to pay subsection 2.03(d) less the outstanding principal amount thereofsum of each repayment thereof allocated to such Seller. Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth equal to the Reference Rate in effect from time to time plus 2% from and including the Subordinated Note, initial Effective Date to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note hereunder not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date of Effective Date, the initial Sale, Buyer Company shall ----------------- issue to the Seller Agent, WMI as agent for the account Sellers, a subordinated note substantially in the form of Exhibit A (the Sellers as their respective interests may appear, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (ia) the aggregate principal amount on of the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, subsection 2.3 minus (iib) the aggregate amount of all payment payments ----- made in respect of the principal of the Subordinated Note. All payments made in respect of the Subordinated Note as shall be allocated among the Sellers by the Master Servicer. Each Seller's interest in the Subordinated Note shall equal the sum of each addition thereto allocated to such timeSeller pursuant to subsection 2.3(c) less the sum of each repayment thereof allocated to such Seller. All payments made in respect of the Subordinated Note shall be allocated, first first, to ----- pay accrued and unpaid interest thereon, and second, to pay the outstanding ------ principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note (as such principal amount may have been increased pursuant to the following proviso) shall accrue at a rate per annum as set forth the ABR in effect from time to time from and including the Subordinated Note, to Commencement Date and shall be paid (x) on each Settlement Date with respect to amounts accrued and not paid as of the last day of the preceding Settlement Period and/or the maturity date thereof; provided, however, that -------- ------- accrued interest on the Subordinated Note which is not so paid may be added to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b)Note. Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof and of the other Transaction Documents shall be payable on the maturity date thereof. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to default or event of default or a Purchase Termination Event hereunder or a Termination Event under the extent that insufficient funds exist to make such paymentReceivables Transfer Agreement. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date initial Effective Date, contemporaneously with the sale of Receivables by the initial SaleSellers, Buyer the Company shall issue to the Seller AgentSellers a subordinated note substantially in the form of Exhibit A hereto (as amended, for supplemented or otherwise modified from time to time, the account "SUBORDINATED NOTE"). (b) The initial aggregate principal amount of the Sellers as their respective interests may appearSubordinated Note (the "INITIAL SUBORDINATED NOTE AMOUNT") shall be equal to $47,227,059. (c) Following the initial Effective Date, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on sum of the issuance thereof Initial Subordinated Note Amount and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.03 as of such time, minus, time and (ii) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first allocated among the Sellers by the Servicer and shall be allocated to pay accrued and unpaid interest thereon, secondand SECOND, to pay the outstanding principal amount thereof. (d) Each Seller's interest in the Subordinated Note shall be equal to the aggregate of each addition to the Subordinated Note allocated to such Seller pursuant to subsection 2.03(c), LESS the sum of each repayment thereof allocated to such Seller by the Servicer in accordance with subsection 8.01(c). Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth in equal to the Subordinated Note, ABR plus 2% from and including the initial Effective Date to but excluding the last day of each Settlement Period and shall be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note thereunder not paid or prepaid pursuant to the terms hereof thereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date of the initial SaleClosing Date, Buyer Recco shall issue to the Seller Agent, for the account subordinated note substantially in the form of Exhibit B (the Sellers as their respective interests may appear, the "Subordinated Note"). The aggregate principal amount of the Subordinated Note at shall be calculated pursuant to the Daily Report and, on any time day, shall be equal to the difference between (i) the aggregate principal amount Subordinated Interest on the issuance thereof and each addition to such day; provided, however, that the principal amount of the Subordinated Note with respect to each Seller pursuant to shall be fixed on and not be recalculated after the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such timeTermination Date; provided, minusfurther, (ii) the aggregate amount of all payment made that in respect of no event shall the principal amount of the Subordinated Note as of such time. All payments made in respect of calculated pursuant to the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay Daily Report at any time exceed the outstanding principal amount thereof. Required Overcollateralization Amount. (1) Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) . Principal and interest payments on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only may be made to the extent that Buyer has funds available to make such payment) and (y) permitted by the Security Agreement. Principal amounts outstanding on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal shall increase concurrently with the payment of the Subordinated Note not paid or prepaid Purchase Price pursuant to the terms hereof of Section 2.3(a)(ii) hereof. Principal payments on the Subordinated Note shall become payable only upon the release of Collateral by the Funding Agent pursuant to Section 21(b) of the Security Agreement. Except to the extent permitted by the Security Agreement, the Seller agrees not to ask, demand, sue xxx or take or receive from Recco in cash or other property, by set-off or in any other manner, (including, without limitation, from or by way of the Collateral), payment of all or any part of the Subordinated Note. (2) The Seller agrees upon any distribution of all or any of the assets of Recco to creditors of Recco upon the dissolution, winding up, total or partial liquidation, arrangement, reorganization, adjustment, protection, relief, or composition of Recco or its debts, any payment or distribution of any kind (including, without limitation, cash, property, securities and any payment or distribution which may be payable on or deliverable by reason of the maturity date thereof. Notwithstanding anything payment of any other Debt of Recco being subordinated to the contrary contained in this Agreement, any payments to be made by Buyer payment of the Subordinated Note) in respect of the Subordinated Note that otherwise would be payable or deliverable upon or with respect to the Subordinated Note, directly or indirectly, by set-off or in any other manner, including, without limitation, from or by way of the Collateral, shall be made solely from funds available paid or delivered directly to Buyer the Funding Agent for application (in the case of cash) to or as Collateral (in the case of non-cash property or securities) for the payment or prepayment in full of, the Obligations (other than the Subordinated Note) until the Obligations shall have been indefeasibly paid in full in cash. The Funding Agent is irrevocably authorized and empowered (in its own name or in the name of the Seller or otherwise), but shall have no obligation, to demand, sue xxx, collect and receive every payment or distribution referred to in the preceding sentence and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Note and enforcing any security interest or other lien securing payment of the Subordinated Note) as the Funding Agent may deem necessary or advisable for the exercise or enforcement of any of the rights or interest of the Secured Parties. The Seller shall duly and promptly take such action as the Funding Agent or the Surety Provider may request to (i) collect the Subordinated Note for the account of the Secured Parties and to file appropriate claims or proofs of claim in respect of the Subordinated Note, (ii) execute and deliver to the Funding Agent such powers of attorney, assignments or other instruments as the Funding Agent may request in order to enable the Funding Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Note, (iii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Note. (3) All payments or distributions upon or with respect to the Subordinated Note that are not otherwise required received by the Seller contrary to the provisions of the Operative Documents shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds and property held by the Seller and shall be forthwith paid over to the Funding Agent in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or setheld as Collateral (in the case of non-aside cash property or securities) for the payment of any obligations of Buyer under or prepayment in full of, the Credit Agreement, shall be non-recourse Obligations (other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(cNote) (including on until the date of the initial Sale hereunder) Obligations shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.have

Subordinated Note. (a) On the date of the initial Sale, Buyer shall issue issued to the Seller Agent, for the account of the Sellers as their respective interests may appear, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on the issuance thereof and each addition to the principal amount of the Subordinated Note with respect to each Seller pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 as of such time, minus, (ii) the aggregate amount of all payment made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first to pay accrued and unpaid interest thereon, second, to pay the outstanding principal amount thereof. Interest on the outstanding principal amount of the Subordinated Note shall accrue at a rate per annum as set forth in the Subordinated Note, to be paid (x) on each Settlement Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Date (but only to the extent that Buyer has funds available to make such payment) and (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal of the Subordinated Note not paid or prepaid pursuant to the terms hereof shall be payable on the maturity date thereof. Notwithstanding anything to the contrary contained in this Agreement, any payments to be made by Buyer in respect of the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to the extent that insufficient funds exist to make such payment. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.

Subordinated Note. (a) On the date initial Effective Date, contemporaneously with the sale of Receivables and Receivables Property by USFS, the initial Sale, Buyer Company shall issue to USFS a subordinated note substantially in the Seller Agentform of Exhibit A hereto (as amended, for supplemented or otherwise modified from time to time, the account "SUBORDINATED NOTE"). (b) The initial aggregate principal amount of the Sellers as their respective interests may appearSubordinated Note (the "INITIAL SUBORDINATED NOTE AMOUNT") shall be equal to $0. (c) Following the initial Effective Date, the Subordinated Note. The aggregate principal amount of the Subordinated Note at any time shall be equal to the difference between (i) the aggregate principal amount on sum of the issuance thereof Initial Subordinated Note Amount and each addition to the principal amount of the Subordinated Note with respect to each Seller USFS pursuant to the terms of Section 2.01(c)(ii)(C) and Section 2.07 2.3 as of such time, minus, time and (ii) the aggregate amount of all payment payments made in respect of the principal of the Subordinated Note as of such time. All payments made in respect of the Subordinated Note shall be allocated, first allocated by the Servicer and shall be allocated to pay accrued and unpaid interest thereon, and second, to pay the outstanding principal amount thereof. (d) Each Seller's interest in the USFS Subordinated Note shall be equal to the aggregate of each addition to the USFS Subordinated Note allocated to such Seller pursuant to Section 2.3(c), less the sum of each repayment thereof allocated to such Seller by the Servicer in accordance with Section 8.1(c). Interest on the outstanding principal amount of the Subordinated Note shall accrue on the last day of each Settlement Period at a rate per annum as set forth in equal to the Subordinated ABR plus 2% from and including the initial Effective Date to but excluding the last day of each Settlement Period and shall be paid, subject to the subordination provisions of the USFS Note, to be paid (x) on each Settlement Distribution Date with respect to the principal amount of the Subordinated Note outstanding from time to time during the Adjusted Settlement Period immediately preceding such Settlement Distribution Date (but only to the extent that Buyer has funds available to make such payment) and and/or (y) on the maturity date thereof. Upon receipt of any such payment, the Seller Agent shall distribute such payment Subject to the Sellers ratably based on their respective interests in the Subordinated Note as described in Section 2.08(b). Principal subordination provisions of the Subordinated Note Note, principal thereunder not paid or prepaid pursuant to the terms hereof thereof shall be payable on the maturity date thereofof the Subordinated Note. Notwithstanding anything to Default in the contrary contained in this Agreement, any payments to be made by Buyer in respect payment of principal or interest under the Subordinated Note shall be made solely from funds available to Buyer that are not otherwise required to be applied or set-aside for the payment of any obligations of Buyer under the Credit Agreement, shall be non-recourse other than with respect to such funds and shall not constitute a claim against Buyer to Purchase Termination Event under this Agreement, a Servicer Default under any Servicing Agreement or an Early Amortization Event under the extent that insufficient funds exist to make such paymentPooling Agreement or any Supplement thereto. (b) Each addition to the principal amount of the Subordinated Note on any Transfer Date pursuant to Section 2.01(c) (including on the date of the initial Sale hereunder) shall be allocated among the Sellers by the Seller Agent ratably in proportion to the Purchase Price owing to each on such Transfer Date.