Execution Version

OMNIBUS AMENDMENT NO. 1 

TO

RECEIVABLES PURCHASE AGREEMENT AND PERFORMANCE UNDERTAKING

[Amendment No. 13 to Receivables Purchase Agreement, dated as of October 3, 2016, as amended and restated, and
Amendment No. 3 to Performance Undertaking, dated as of October 3, 2016, as amended]

= = =

This Omnibus Amendment No. 1 (this “Amendment”), effective as of August 31, 2026 (the “A&R Effective Date”), is entered into by and among the following parties:

(a)        Sensient Receivables LLC, a Delaware limited liability company (the “SPE” or the “Seller”);

(b)        Sensient Technologies Corporation, a Wisconsin corporation (“STC”);

(c)        Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”);

(d)        PNC Bank, National Association, a national banking association (“PNC”); and

(e)        PNC Capital Markets LLC, a Delaware limited liability company, as the “structuring agent” for this Amendment (the “Structuring Agent”).

RECITALS:

A. Sensient Agricultural Ingredients LLC (formerly known as Sensient Natural Ingredients LLC), a Delaware limited liability company, Sensient Colors LLC, a Delaware limited liability company, and Sensient Flavors LLC, a Delaware limited liability company (collectively, the “Originators”), as sellers, and the SPE, as buyer, are parties to that certain Receivables Sale Agreement, dated as of dated as of October 3, 2016 (as amended, from time to time prior to the date hereof, the “Receivables Sale Agreement”) pursuant to which the Originators sold or contributed to the SPE all of their right, title and interest in and to their existing and thereafter arising Receivables Assets (as therein defined).

B. As a condition precedent to the 2016 closing of the Receivables Sale Agreement, STC executed and delivered to the SPE, that certain Performance Undertaking, dated as of October 3, 2016 (as amended from time to time prior to the date hereof, the “Existing Undertaking”), pursuant to which STC, as the “Performance Guarantor”, guaranteed to the SPE, its successors and permitted assigns (collectively, the original “Beneficiary”), the payment when due of the Originators’ indemnification obligations under the Receivables Sale Agreement.

C. In order to finance its purchases of Receivables Assets under the Receivables Sale Agreement, the SPE entered into a Receivables Purchase Agreement, dated as of October 3, 2016 (as amended or otherwise modified from time to time prior to the date hereof, the “Existing RPA”), by and among the SPE as “Seller,” STC as the initial “Servicer” and Wells Fargo as the sole “Purchaser.” Pursuant to the Existing RPA, the SPE sold, pledged or otherwise transferred and assigned to Wells Fargo, as the sole

Purchaser thereunder, all of the SPE’s rights, title and interest in and to the Purchased Receivables Assets (as defined the Receivables Sale Agreement) that the SPE acquired under the Receivables Sale Agreement, including, without limitation, the rights, title and interest of the SPE in, to and under the Receivables Sale Agreement and the Existing Undertaking. Accordingly, Wells Fargo succeeded the SPE as the “Beneficiary” of the Existing Undertaking.

D. The Seller and the SPE have requested that PNC join the receivables purchase transaction evidenced by the Existing RPA as an additional “Purchaser,” and in order to accommodate the addition of PNC as a second Purchaser, the Structuring Agent has recommended that the parties hereto amend and restate, but not novate, the Existing RPA and the Existing Undertaking on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1. Definitions. Capitalized terms used, and not otherwise defined in this Amendment are used with the meanings attributed thereto in the Existing RPA (or, if not defined therein, in the Receivables Sale Agreement or the Existing Undertaking, as the case may be).

Section 2. Amendments to the Existing RPA. On the terms and subject to the conditions set forth in this Amendment, as of the A&R Effective Date, (a) the Existing RPA is hereby amended and restated in its entirety to read as set forth in the Amended and Restated Receivables Purchase Agreement attached as Exhibit A-1 hereto (the “A&R RPA”), (b) PNC hereby confirms that it has joined Wells Fargo as a Purchaser under the A&R RPA with an initial Commitment of $65,000,000, (c) Wells Fargo and PNC hereby confirm that they have appointed PNC as the Administrative Agent under the A&R RPA and related Transaction Documents, and (d) PNC has accepted such appointment as the Administrative Agent. For the convenience of the parties, a “redlined” version of the Existing RPA as so amended and restated is attached as Exhibit A-2 hereto.

Section 3. Amendments to the Existing Undertaking. On the terms and subject to the conditions set forth in this Amendment, as of the A&R Effective Date, (a) the Existing Undertaking is hereby amended and restated in its entirety as set forth in the Amended and Restated Receivables Performance Undertaking attached as Exhibit B-1 hereto (the “A&R Performance Undertaking”), and (b) accordingly, the Administrative Agent and its successors and permitted assigns, shall be the “Beneficiary” under the A&R Performance Undertaking for the Ratable benefit of the Purchasers under the A&R RPA. For the convenience of the parties, a “redlined” version of the Existing Undertaking as so amended and restated is attached as Exhibit B-2 hereto.

Section 4. Representations and Warranties.

(a)       Each of STC, whether as Performance Guarantor or as Servicer, and the SPE hereby represents and warrants( solely as to itself) to the other parties hereto as of the A&R Effective Date as follows:

(a)     Each of this Amendment, the A&R RPA and the A&R Performance Undertaking (collectively, the “Amendment Documents”) to which it is a signatory has been duly authorized, validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(b)       Each of its representations and warranties set forth in any of the Amendment Documents to which it is a signatory is true and correct as of the A&R Effective Date except for such representation and warranty that speaks solely as of an earlier date, in which case, it was true and correct as of such date.

(c)      No Amortization Event or Potential Amortization Event exists and is continuing or will result from its execution, delivery or performance of the Amendment Documents to which it is a signatory.

Section 5. Conditions Precedent to Effectiveness. This Amendment shall become effective as of the A&R Effective Date provided that each of the following conditions precedent is satisfied:

(a)        The Administrative Agent shall have received counterparts of each of the Amendment Documents (whether by electronic mail or otherwise) duly executed by each of the parties thereto; and

(b)       Each of the conditions precedent to effectiveness of the A&R RPA shall have been satisfied or waived by each of Wells Fargo and PNC.

Section 6. Legal Fees and Disbursements. The SPE hereby acknowledges and agrees that this Amendment constitutes a Transaction Document and that the provisions of Section 9.5 of the Receivables Purchase Agreement apply hereto.

Section 7. CHOICE OF LAW. THIS AMENDMENT AND ANY CLAIMS, DISPUTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO).

Section 8. Miscellaneous.

(a)       Sections 12.8 and 12.9 of the A&R RPA are hereby incorporated by reference and shall apply to this Amendment and the transactions contemplated hereby as if (i) such Sections were set forth

herein in their entirety and (ii) references therein to “this Agreement” were references to “this Amendment.”

(b)       This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.

(b)        The words “execution”, “execute(d)”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation amendments, waivers and consents in connection herewith) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(c)       The Amendment Documents and the other Transaction Documents referred to therein contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and the payment of the fees specified above and shall (together with each of the other Transaction Documents related hereto) constitute the entire agreement among the parties hereto with respect thereto superseding all prior oral or written understandings. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

<Signature pages follow>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.

EXHIBIT A-1 

FULLY-EXECUTED AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

[SEE ATTACHED]

EXHIBIT A-2 

REDLINED AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

[SEE ATTACHED]

Exhibit A-2-1 to Amendment No. 913

Confirmed to reflect Amendment Nos. 10-12

Amended and Restated Receivables Purchase Agreement

TABLE OF CONTENTS* - *TOC NOT REDLINED TO PRESERVE FORMATTING.

Receivables Purchase Agreement

Receivable Purchase Agreement

Receivable Purchase Agreement

Receivable Purchase Agreement

Receivable Purchase Agreement

EXHIBITS AND SCHEDULES

Receivable Purchase Agreement

Receivable Purchase Agreement

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of October 3, 2016, is, effective as of August 31, 2026 (as amended, restated, supplemented or otherwise from time to time, this “Agreement”), is entered into by and among: 

(a)        Sensient Receivables LLC, a Delaware Limitedlimited liability company (“Seller”),

(b)        Sensient Technologies Corporation, a Wisconsin corporation (“STC”), as initial Servicer, and

(c)        the Persons from time to time party hereto as Purchasers,

(cd)     Wells FargoPNC Bank, National Association, a national banking association (together with its successors and assigns, the “Purchaser”).“PNC”), as Administrative Agent for the Purchasers, and

(e)      PNC Capital Markets LLC, a Pennsylvania limited liability company (“PNCCM”), as Structuring Agent.

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I or, if not defined therein, the meanings assigned thereto in the Sale Agreement (hereinafter defined).

PRELIMINARY STATEMENTS

(1)        This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement, dated as of October 3, 2016, by and among Seller, STC as initial Servicer, and Wells Fargo Bank, National Association (“Wells Fargo”) as the sole Purchaser thereunder (as amended from time to time prior to the date hereof, the “Existing RPA”). This Agreement is not intended to constitute, and shall not be construed as, a novation of the Existing RPA but merely an amendment of certain of its terms and the concurrent (a) joinder of PNC as an additional Purchaser (as evidenced by its signature on a counterpart of this Agreement), (b) appointment of PNC as the Administrative Agent pursuant to Article VIII hereof (as evidenced by its signature as such on a counterpart of this Agreement), and (c) assignment pursuant to Section 1.1 of this Agreement by Wells Fargo to the Administrative Agent for the Ratable benefit of the Purchasers of Wells Fargo’s existing Cash Investments in the Purchased Assets and the Collateral under the Existing RPA to the Administrative Agent for the Ratable benefit of the Administrative Agent for the Ratable benefit of the Purchasers.

(1) Seller desires to sell and assign undivided interests in its Receivables to the Purchaser from time to time.

(2) On the terms and subject to the conditions set forth herein, the Purchaser desires to acquire undivided interests in the Receivables from Seller from time to time.

Amended and Restated Receivables Purchase Agreement

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE PURCHASE FACILITY

Section 1.1 Conversion of Purchaser’s Existing 100% Ownership Interest in the Purchased Assets into Undivided Interests.¶ At the opening of business on the Second Amendment Effective Date, the Purchaser and Seller hereby agree that the Purchaser’s existing ownership of 100% of the Purchased Assets and its existing non-recourse obligation to pay Seller deferred purchase price therefor shall automatically convert into Undivided Interests in the Purchased Assets with an aggregate outstanding Capital balance equal to $60,000,000, and any deferred purchase price obligation shall be reduced to $0.

Section 1.2 Purchased Assets.¶

(a) Purchase and Sale of Undivided Interests.¶ On the terms and subject to the conditions of this Agreement, on the Closing Date: (i) Seller hereby sells, conveys, transfers and assigns to the Purchaser(a) Seller hereby confirms that on or about October 3, 2016, pursuant to the Existing RPA, Seller sold, conveyed, transferred and assigned to Wells Fargo, a variable undivided percentage interest (each such interest, an “Undivided Interest”) equal to the Purchased Assets Coverage Percentage in all of Seller’s right, title and interest in and to the following: (Ai) all Receivables existing as of the close of business on the Business Day prior to the Closing Datedate of the Existing RPA or thereafter arising from time to time prior to the Facility Termination Date, and all rights and payments relating thereto, (Bii) all Related Security relating thereto, whether existing on the Business Day prior to the Original Closing Date or thereafter arising from time to time prior to the Facility Termination Date, (C)iii) all Collections thereof, whether existing on the last day of the month then most recently ended or thereafter arising, (Div) each Lock-Box and each Lock-Box Account, whether existing on the Original Closing Date or thereafter arising, and (E)v) all existing and future proceeds of any of the foregoing (all of the foregoing, collectively, the “Purchased Assets”),; and (iib) on the Purchaser hereby purchases sucheve of the First A&R Effective Date, Wells Fargo held outstanding cash investments in the Undivided Interests in theof Purchased Assets and agrees to pay the purchase price therefor in cash (each, a “Cash Investmentin the aggregate Capital amount of $105,000,000.00 (the “Existing Cash Investments”).

(b) Obligations Not Assumed¶On and after the First A&R Effective Date, Seller desires to sell and assign Undivided Interests in the Purchased Assets to the Administrative Agent for the Ratable benefit of the Purchasers from time to time, and on the terms and subject to the conditions set forth herein, each of the Purchasers desires to acquire through the Administrative Agent, such Purchaser’s respective Ratable portion of the Undivided Interests sold by Seller from time to time.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Receivable Purchase Agreement

ARTICLE II

PAYMENTS AND COLLECTIONS

Section 1.1      Assignment of Wells Fargo’s Existing Interests in the Undivided Interests, the Existing Cash Investments and the Collateral under the Existing RPA.¶

(a)      On the First A&R Effective Date, Wells Fargo hereby sells, assigns and transfers to the Administrative Agent, for the Ratable benefit of the Purchasers, all of Wells Fargo’s existing and future rights, title and interest in and to the Purchased Assets, the Undivided Interests, the Existing Cash Investments and the Security Interest in the Collateral granted in Section 10.1 of the Existing RPA, together with any financing statements, and deposit account control agreements or blocked account control agreements perfecting such Security Interest.

(b)      In consideration of such assignment, PNC hereby absolutely and unconditionally agrees to pay to the Administrative Agent for prompt distribution to Wells Fargo in immediately available funds in accordance with the Agreed Cash Flow Statement an amount equal to $59,347,826.09 (i.e., PNC’s Ratable Share of the aggregate Capital amount of Wells Fargo’s Existing Cash Investments).

(c)      . The foregoing sale, assignment and transfer does not constitute and is not intended to result in any assumption by the Administrative Agent or any Purchaser of any obligation of Seller, any Originator or any other Person under or in connection with the Receivables or any Related Security, all of which shall remain the obligations and liabilities of Seller, such Originator and/or such other Person, as applicable.

(d)      After consummation of the assignment contemplated above, all Cash Investments shall be held by the Administrative Agent for the Ratable benefit of the Purchasers and shall be governed by the terms of this Agreement and continue to be secured by the Collateral.

Section 1.2      Section 1.3 Cash Investments.¶

(a)       On the terms and subject to the conditions set forth in this Agreement, from time to time prior to the Facility Termination Date: (i) Seller may request that the Purchaser make Cash InvestmentsAdministrative Agent for the Ratable benefit of the Purchasers make investments of cash in Undivided Interests in the Purchased Assets (each, a “Cash Investment”) in accordance with Section 1.3Sections 1.2(b) and 1.2(c) below, and (ii) theeach Purchaser herebyseverally agrees to make its Ratable share of such Cash Investments by wiring the applicable funds to the Facility Accountits Ratable share of the requested Capital in immediately available funds to the account of the Administrative Agent specified in writing from time to time for such purpose (the “Administrative Agent’s Account”) for distribution to the Seller; provided that under no circumstances shall the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers make any Cash Investment if, after giving effect thereto, an Investment Excess would exist and be continuing.

(b)       The initial request for aEach Cash Investment hereunder, and each subsequent request for an incremental Cash Investment, may be made on any Business Day prior to the Facility Termination Date upon (i) Seller’s irrevocable written noticeRequest shall be made at the written request

Receivable Purchase Agreement

of the Seller delivered to the Administrative Agent either (i) via electronic mail with “read receipt requested” in the form of Exhibit II-A hereto (each, a “Cash Investment Notice”) to and received by the Purchaser prior to 12:00 noon (New York time) on the requested Investment Date, specifying: (A) the amount of cash requested to be paid to Seller for such incremental Cash Investment (which shall not be less than US$500,000 or a larger integral multiple of US$100,000), (B) the requested date of such incremental Cash Investment (which shall be a Business Day) and (C) the pro forma calculation of the Purchased Assets Coverage Percentage after giving effect to the increase in the Capital outstanding, and (ii) confirmation of the amount of cash requested in the Cash Investment Notice by entering such amount the Purchaser’s electronic “C.E.O.” portal. If any Cash Investment Notice is received or confirmed after 12:00 noon (New York time) on a Business Day, the Purchaser will endeavor to honor such notice on that Business Day but will honor it not later than the next succeeding Business Day.Request”), or (ii) via PINACLE at any time when PNC (or an Affiliate thereof) is the Administrative Agent and the Seller has entered into a PINACLE Agreement, in which case any request for a Cash Investment made by the Seller using PINACLE shall constitute a Cash Investment Request. All Cash Investment Requests shall be irrevocable.

(c)        (i) Each Cash Investment Request shall be received by the Administrative Agent and the Servicer (A) in the case of a Cash Investment Request made via PINACLE, no later than 2:00 p.m. (Eastern time) on the proposed date of such Cash Investment (the “Proposed Investment Date”) and (B) in the case of a Cash Investment Request delivered by electronic mail with “read receipt requested,” no later than 12:00 noon (Eastern time) on the Proposed Investment Date; provided that any Cash Investment Request received after the specified time shall be deemed to have been made on the following Business Day.

                           (ii) Each Cash Investment Request shall specify (A) the Proposed Investment Date (which shall be a Business Day), (B) the aggregate amount of Capital requested (which shall not be less than $500,000 in the aggregate or a larger integral multiple of $100,000 or, if less, the remaining undrawn amount of the Aggregate Commitment), (C) the portion, if any, of the aggregate Capital requested that Seller desires accrue Discount at the Term SOFR Rate (which rate selection, unless the Proposed Investment Date is the first Business Day of a calendar month, shall take effect on the first Business Day of the calendar month following the Proposed Investment Date), (D) other than for a Cash Investment Request delivered via PINACLE, the Ratable allocation of such Cash Investment among the Purchasers, and (E) the account(s) to which the proceeds of such Cash Investment shall be distributed. If a Cash Investment Request is deemed to have been made on the following Business Day pursuant to the proviso in Section 1.2(c)(i) above and such Cash Investment Request requests a Cash Investment to be made prior to such following Business Day, such Cash Investment Request shall be deemed to request that such Cash Investment be made on such following Business Day.

Section 1.3      Section 1.4 Voluntary Reductions.¶

(a)        . If at any time Seller shall wish to cause thea partial reduction of aggregate Capital (but not to commence the liquidation, or reduction to zero, of the entire Capital), (each, a “Capital Reduction”) and/or a partial reduction of the Aggregate Commitment (each, a “Commitment Reduction”) Seller may do so as follows:in accordance with Section 1.3(b) and Section 1.3(c) below.

(b)        (a) Seller shall provide the PurchaserAdministrative Agent, for distribution to the Purchasers and the Servicer with irrevocable, prior written notice of a Capital Reduction and/or a

Receivable Purchase Agreement

Commitment Reduction in the form of Exhibit II-B hereto, properly completed (each, a “Reduction Notice”) of any proposed reduction of Capital not later than 12:00 noon (New York City time) on the Business Day on which the proposed reduction is to occur (the “Proposed Reduction Date”). Such; provided that at any time when PNC (or an Affiliate thereof) is the Administrative Agent and the Seller has entered into a PINACLE Agreement, then any request for a Capital Reduction or a Commitment Reduction made by the Seller using PINACLE shall constitute a Reduction Notice shall (i) be prepared in accordance with the most recent Servicer Report, and (ii) designate (A) the Proposed Reduction Date, and (B) the amount of Capital to be reduced (the “Capital Reduction”) which shall be not less than US$500,000; and.

(c)       (i) Each Reduction Notice shall be made by Seller through PINACLE or electronic mail that is received by the Administrative Agent and the Servicer (A) in the case of a Reduction Notice delivered through PINACLE, no later than 2:00 p.m. (Eastern time) on the proposed date of such Capital Reduction and/or Commitment Reduction (the “Proposed Reduction Date”), and (B) in the case of a Reduction Notice delivered by electronic mail with “read receipt requested,” shall be made by Seller and received by the Administrative Agent and the Servicer no later than 12:00 noon (Eastern time) on the Proposed Reduction Date; provided that any Reduction Notice received after the specified time shall be deemed to have been made on the following Business Day.

                          (ii) Each Reduction Notice shall specify (A) the Proposed Reduction Date (which shall be a Business Day), (B) the aggregate amount of the Capital Reduction (which shall not be less than $500,000 in the aggregate or a larger integral multiple of $100,000) and/or the aggregate amount of the Commitment Reduction (which shall not be less than $500,000 in the aggregate or a larger integral multiple of $100,000 and may not result in the Aggregate Commitment being less than the aggregate Capital outstanding after giving effect to any concurrent Capital Reduction), (C) the portion, if any, of the aggregate Capital Reduction that Seller desires be applied to Capital that is accruing Discount at the Term SOFR Rate, and (D) other than for a Reduction Notice made pursuant to PINACLE which will automatically allocate the reduction among the Purchasers, the Ratable allocation of such Capital Reduction or Commitment Reduction by the Administrative Agent among the Purchasers. If a Reduction Notice is deemed to have been made on the following Business Day pursuant to the proviso in Section 1.3(c)(i) above and such Reduction Notice requests a Capital Reduction or a Commitment Reduction to be made prior to such following Business Day, such Reduction Notice shall be deemed to request that such Capital Reduction or Commitment Reduction be made on such following Business Day. Only one (1) Reduction Notice shall be outstanding at any time. All prepayments pursuant to this Section shall be accompanied by any associated indemnity payments due under Section 1.11.

(d)        (b) The Servicer shall cause Collections in excess of the Required Amounts to be set aside until they equal the desired amount of the Capital Reduction, and on the Proposed Reduction Date, the Servicer shall wire transfer the funds so set aside to the Purchaser’sAdministrative Agent’s Account for the Ratable benefit of the Purchasers for application to thetheir outstanding Capital.

(c) Only one (1) Reduction Notice shall be outstanding at any time.

(e)        All payments of Capital accruing Discount at the Term SOFR Rate that are made on any day other than the last day of a Discount Period (or if such last day is not a Business Day, on the first preceding Business Day of such last day) shall be accompanied by any associated indemnity payments due under Section 1.11.

Receivable Purchase Agreement

Section 1.4      Section 1.5 Mandatory Reductions.¶

(a)     Purchased Assets Coverage Percentage Computation.¶ The Purchased Assets Coverage Percentage shallwill be initially computed on the ClosingFirst A&R Effective Date. Thereafter, until the Facility Termination Date, such Purchased Assets Coverage Percentage shall be automatically deemed recomputed on each Business Day other than a Termination Day. From and after the occurrence of any Termination Day, the Purchased Assets Coverage Percentage shall (until the event(s) giving rise to such Termination Day are satisfied or are waived in accordance with the terms of this Agreement) be deemed to be 100%. The Purchased Assets Coverage Percentage shall become zero when the Final Payout Date has occurred and the Servicer shall have received the accrued Servicing Fee thereon. If on any date of determination, the Purchased Asset Coverage Percentage exceeds 100%, not later than the next Business Day, Seller shall deliver to the Servicer, and the Servicer shall pay to the Purchaser’sAdministrative Agent’s Account for the Ratable benefit of the Purchasers, the amount necessary to reduce the Purchased Asset Coverage Percentage to 100% or less, and the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers will apply the funds received to the reduction of Capital.their respective Capital. All payments pursuant to this Section of Capital accruing Discount at the Term SOFR Rate that are made on any day other than the last day of the applicable Discount Period shall be accompanied by any associated indemnity payments due under Section 1.11.

(b)       Deemed Collections.¶ If on any day a Dilution occurs, Seller shall be deemed to have received a Deemed Collection, and such Deemed Collection shall be immediately applied to reduce the Net Pool Balance by the amount of such Deemed Collection. To the extent the effect of such Deemed Collection on the Net Pool Balance shall cause an Investment Excess, Seller shall deliver to the Servicer immediately available funds in an amount equal to the lesser of (i) the sum of all Deemed Collections deemed received by Seller and (ii) an amount necessary to eliminate such Investment Excess, and in each case, the Servicer shall remit the same to the Purchaser’sAdministrative Agent’s Account for Ratable distribution to the Purchasers pursuant to this Section 1.51.4(b) within one (1) Business Day after its receipt thereof, and the Purchasereach of the Administrative Agent for the Ratable benefit of the Purchasers will apply the funds received by it to the reduction of their respective Capital.

Section 1.5     Section 1.6 Amount of Collections.¶ Notwithstanding any provision of this Agreement to the contrary, failure to have sufficient Collections to make any payment due and payable hereunder shall in no event defer the due date of such payment, and Seller shall remain obligated for the amount of such deficiency.

Section 1.6   Section 1.7 Payment Requirements.¶ All payments in respect of Capital shall be paid to the Purchaser’sAdministrative Agent’s Account for Ratable distribution to the Purchasers Accounts. One or more SellerSeller-Related Parties shall initiate a wire transfer of amounts to be paid or deposited by it pursuant to any provision of this Agreement no later than 2:00 p.m. (New York City timeEastern Time) on the day when due in immediately available funds. If such amounts are payable to the Purchaser, they shall be paid to the Purchaser’s Account. All computations of Discount and per annum Fees under the Transaction Documents shall be made on the basis of a year consisting of three hundred sixty (360) days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1.7     Section 1.8 Fees and Discount.¶ Seller shall pay to the Purchaser the Fees when and as required in accordance with the Fee Letter.

Receivable Purchase Agreement

.

(a)        Fees.¶ On each Payment Date, the Seller shall, in accordance with the terms and priorities for payment set forth in Section 2.1(e), pay to the Administrative Agent for the Ratable benefit of the Purchasers certain fees (collectively, the “Fees”) in the amounts set forth in the fee letter agreements from time to time entered into (i) among Seller, the Purchasers, the Structuring Agent and the Administrative Agent or (ii) between Seller and the Administrative Agent (each such fee letter agreement described in the foregoing clause (i) or (ii) is referred to herein as a “Fee Letter”); provided, however, that any Defaulting Purchaser’s right to receive Fees shall be subject to the terms of Section 1.14. The Seller shall pay all Discount and Fees accrued during each Discount Period on the first Payment Date occurring after the end of such Discount Period in accordance with the terms and priorities for payment set forth in Section 2.1(e).

(b)        Section 1.9 Discount and Fees.¶

(i)       The Capital of each Purchaser shall accrue Discount on each day when such Capital remains outstanding at the then-applicable Discount Rate for such Purchaser’s related Cash Investment. The Seller shall pay all Discount and Fees accrued during each Discount Period on the first Settlement Date occurring after the end of such Discount Period in accordance with the terms and priorities for payment set forth in Section 2.1(e). For the avoidance of doubt, Discount and (except as otherwise specified in the applicable Fee Letter) Fees accrued during each Discount Period shall be due and payable on the first Settlement Date after such Discount Period without regard to the availability of Collections for payment thereof.

(ii)       All computations of Discount, Fees and other amounts hereunder shall be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.

(iii)       If at any time the designated rate of Discount applicable to any Cash Investment made by any Purchaser exceeds such Purchaser’s highest lawful rate, the rate of interest on such Purchaser’s Cash Investment shall be limited to such Purchaser’s highest lawful rate.

(c)        Selection of Term SOFR Rate; Rate Quotations.¶

(i)        So long as no Amortization Event exists and is continuing, the Seller may, by written notice to the Administrative Agent, elect for all or any portion of the Aggregate Capital to accrue Discount by reference to the Term SOFR Rate (rather than Daily 1M Term SOFR) during any Discount Period; provided, however, that no such election shall be made for less (or more) than a full Discount Period. Any such notice must specify the amount of the Aggregate Capital subject of such election and must be delivered not later than two (2) Business Days prior to the first day of the affected Discount Period. Any such portion of the Aggregate Capital that is subject to such an election shall be apportioned among the respective Purchasers’ Capital ratably based on the aggregate outstanding Capital of each Purchaser at such time. Notwithstanding the foregoing, (x) the Seller shall not make such an election if, as a result thereof, more than

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five (5) Investment Tranches would exist and (y) each Investment Tranche for Cash Investments accruing Discount by reference to the Term SOFR Rate shall have an outstanding Capital amount of not less than $500,000 and shall be an integral multiple of $100,000. For the avoidance of doubt, in the event of any conflict between Seller’s election pursuant to this clause (i) and the rate of Discount applied pursuant to the definition of “Discount Rate,” the definition of “Discount Rate” shall control.

(ii)      The Seller may call the Administrative Agent on or before the date on which a Cash Investment Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent or the Purchasers nor affect the rate of interest which thereafter is actually in effect when the election is made.

(d)        Conforming Changes Relating to Daily 1M Term SOFR and the Term SOFR Rate.¶ With respect to Daily 1M Term SOFR and the Term SOFR Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document; provided that, the Administrative Agent shall provide notice to the Seller and the Purchasers of each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.

(e)       Discount After Amortization Event.¶ To the extent permitted by Law, upon the occurrence of an Amortization Event and until such time such Amortization Event shall have been cured or waived, at the discretion of the Administrative Agent or upon written demand by the Required Purchasers to the Administrative Agent:

(i)        Cash Investment Discount Rate. The Discount Rate applicable to each Cash Investment shall be increased by 1.00% per annum;

(ii)        Other Obligations. Each other obligation (other than payments in respect of Subordinated Loans) of any Seller-Related Party hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the Base Rate plus an additional 1.00% per annum from the time such obligation becomes due and payable until the time such obligation is paid in full; and

(iii)      Acknowledgment. The Seller acknowledges that the increase in rates referred to in this Section 1.7(e) reflects, among other things, the fact that such Cash Investments or other amounts have become a substantially greater risk given their default status and that the Purchasers are entitled to additional compensation for such risk; and all such Discount shall be payable upon demand by Administrative Agent or (if earlier) on the first Payment Date occurring after such interest accrues.

Section 1.8      Rate Unascertainable; Increased Costs; Illegality..¶ The Capital shall accrue Discount for each day at the applicable Discount Rate. On each Payment Date, Seller shall pay in arrears to the Purchaser an aggregate amount equal to the accrued and unpaid Discount on its Capital for each day during the Calculation Period (or portion thereof) then most recently ended.

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(a)        Unascertainable Rate; Increased Costs.¶If, at any time:

(i)        the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that the Term SOFR Rate or Daily 1M Term SOFR, as applicable, cannot be determined pursuant to the definition thereof; or

(ii)       any Purchaser determines that for any reason the Term SOFR Rate does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining such Purchaser’s Cash Investments during the applicable Discount Period or that Daily 1M Term SOFR does not adequately and fairly reflect the cost to such Purchaser of funding, establishing or maintaining such Purchaser’s Cash Investments, and such Purchaser has provided notice of such determination to the Administrative Agent;

then the Administrative Agent shall have the rights specified in Section 1.8(c).

(b)        Illegality.¶ If at any time any Purchaser shall have determined or any Official Body shall have asserted that the making, maintenance or funding of any Cash Investment accruing Discount by reference to Daily 1M Term SOFR or the Term SOFR Rate or the determination of or charging of interest by reference to Daily 1M Term SOFR [or the Term SOFR Rate] has been made impracticable or unlawful, by compliance by such Purchaser in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), then the Administrative Agent shall have the rights specified in Section 1.8(c).

(c)       Administrative Agent’s and Purchasers’ Rights.¶ In the case of any event specified in Section 1.8(a), the Administrative Agent shall promptly so notify the other Purchaser(s) and the Seller thereof, and in the case of an event specified in Section 1.8(b), the applicable Purchaser shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Purchaser(s) and the Seller.

Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (i) the Administrative Agent for the Ratable benefit of the Purchasers, in the case of such notice given by the Administrative Agent, or (ii) such Purchaser, in the case of such notice given by such Purchaser, to allow the Seller to select, convert to, renew or continue a Cash Investment accruing interest by reference to Daily 1M Term SOFR or the Term SOFR Rate, as applicable, shall be suspended (to the extent of the affected Discount Rate or Discount Period) until the Administrative Agent shall have later notified the Seller, or such Purchaser shall have later notified the Administrative Agent, of the Administrative Agent’s or such Purchaser’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist, and the Administrative Agent and the Purchaser hereby agree to provide any such notice reasonably promptly following the Administrative Agent’s or such Purchaser’s determination (as the case may be) that the aforementioned circumstances have ceased to exist.

Upon a determination by the Administrative Agent under Section 1.8(a), (A) if the Seller has previously delivered a Cash Investment Request for an affected Cash Investment that has not yet been made, such Cash Investment Request shall be deemed to request a Base Rate Cash Investment, (B) any

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outstanding affected Cash Investments accruing interest by reference to Daily 1M Term SOFR shall automatically be converted into Base Rate Cash Investments, and (C) any outstanding affected Cash Investments accruing interest by reference to the Term SOFR Rate shall be deemed to have been converted into Base Rate Cash Investments at the end of the applicable Discount Period.

If any Purchaser notifies the Administrative Agent of a determination under Section 1.8(b) above, the Seller shall, subject to the Seller’s indemnification obligations under Section 1.11, as to any Cash Investment of the Administrative Agent for the Ratable benefit of the Purchasers to which Daily 1M Term SOFR or the Term SOFR Rate applies, on the date specified in such notice either convert such Cash Investment to a Base Rate Cash Investment or prepay such Cash Investment. Absent due notice from the Seller of conversion or prepayment, such Cash Investment shall automatically be converted to a Base Rate Cash Investment upon such specified date.

Section 1.9       Section 1.10 Voluntary Reductions of the Aggregate Commitment; Optional Repurchase.¶

(a)      Seller may, upon at least five (5) Business Days’ notice to the PurchaserAdministrative Agent and the Servicer, terminate in whole or reduce in part, the unused portion of the Aggregate Commitment; provided that (i) each partial reduction of the Aggregate Commitment shall be in a minimum amount of US$1,000,000500,000 or a larger integral multiple of US$100,000 and shall be allocated amongst the Purchasers in accordance with their Ratable shares, and (ii) no partial voluntary reduction may reduce the Aggregate Commitment below $50,000,000.00.

(b)       In addition, at any time, Seller shall have the right (after providing at least five (5) Business Days’ prior written notice to the PurchaserAdministrative Agent and the Servicer) to purchase all, but not less than all, of the Undivided Interests in the Purchased Assets. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such purchase, payable in immediately available fundsfund to the Administrative Agent’s account. Such purchase shall be without representation, warranty or recourse of any kind by, on the part of, or against the Administrative Agent or any Purchaser except for a representation and warranty that the conveyance to the ServicerSeller is being made free and clear of any Lien created by the Administrative Agent or any Purchaser. On the date of purchase of all Undivided Interests in the Purchased Assets by the ServicerSeller pursuant to this Section, the Commitment of the PurchaserPurchasers’ Commitments shall automatically terminate and the Aggregate Unpaids shall be due and payable in full.

Section 1.10    Section 1.11 Intent of the Parties.¶ The parties to this Agreement intend that the sale, assignment and transfer of Undivided Interests in the Purchased Assets to the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers shall be treated as an interest-bearing loan in an amount equal to the aggregate Capital secured by the Purchased Assets for all purposes including federal, state and local income and franchise tax (in the nature of income tax) purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties.

Section 1.11    Indemnity for Funding Losses.¶ In addition to the compensation or payments required by Section 9.6, Seller shall indemnify each Purchaser against all liabilities, losses or expenses (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain any Investment Tranche, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract) which such Purchaser sustains

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or incurs as a consequence of any:

(a)      payment, prepayment, conversion or renewal of any Investment Tranche to which the Term SOFR Rate applies on a day other than the last day of the Discount Period for the applicable Investment Tranche (whether or not any such payment or prepayment is mandatory, voluntary, or automatic and whether or not any such payment or prepayment is then due);

(b)        attempt by Seller to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Cash Investment Request or notice relating to prepayments under Section 1.9 or failure by Seller (for a reason other than the failure of such Purchaser to make a Cash Investment) to prepay, borrow, continue or convert any Cash Investment on the date or in the amount notified by Seller; or

(c)        any assignment of a Cash Investment then accruing interest based on the Term SOFR Rate on a day other than the last day of the Discount Period therefor.

If any Purchaser sustains or incurs any such loss or expense, it shall from time to time notify the Seller of the amount determined in good faith by such Purchaser (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Purchaser shall deem reasonable) to be necessary to indemnify such Purchaser for such loss or expense (with a copy to the Administrative Agent). Such notice shall specify in reasonable detail the basis for such determination. Such amount shall be due and payable by Seller to such Purchaser on the first Settlement Date occurring after such notice is given; provided, however, that if such amount is payable due to clause (a) or (c) above, then Seller shall pay such amount on the date of such payment, prepayment, conversion, renewal or assignment so long as such notice has been given on or prior to such date.

Section 1.12   Designated Funding Offices.¶ TheEach Purchaser at its option may make any Cash Investment or otherwise perform its obligations hereunder through any Funding Office (each, a “Designated Funding Office”); provided that any exercise of such option shall not affect the obligation of the SellerSeller-Related Parties to turn over Collections in accordance with the terms of this Agreement. Any Designated Funding Office shall be considered part of the applicable Purchaser; provided that such provisions that would be applicable with respect to Cash Investments actually provided by such Affiliate or branch of thesuch Purchaser shall apply to such Affiliate or branch of thesuch Purchaser to the same extent as thethey apply to such Purchaser.

Section 1.13    Uncommitted Accordion.¶ During the period from and after the First A&R Effective Date and prior to the Facility Termination Date, provided that no Amortization Event, Potential Amortization Event or Servicer Termination Event exists and is continuing, Seller (or the Servicer, on the Seller’s behalf) may request an increase in the Aggregate Commitment in an aggregate amount during such period not to exceed $100,000,000 upon not less than two (2) weeks’ prior written notice to the Administrative Agent specifying (i) the aggregate amount of the requested increase (the “Aggregate Requested Increase”), and (ii) each Purchaser’s Ratable share of the Aggregate Requested Increase (each, a “Purchaser’s Requested Increase”). Upon receipt of a written request complying with the preceding sentence, the Administrative Agent will promptly deliver a copy of such request to each of the Purchasers, and each Purchaser will promptly seek credit approval to increase its Commitment in an amount equal to such Purchaser’s Requested Increase; provided, however, that nothing herein shall be deemed to constitute a commitment by any Purchaser to provide, or to obtain credit approval to provide, all or any portion of the Aggregate Requested Increase. If any Purchaser notifies Seller, Servicer and the Administrative Agent that it has obtained credit approval to increase its Commitment by an amount equal

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to such Purchaser’s Requested Increase, such Purchaser’s Commitment and the Aggregate Commitment will automatically increase by such Purchaser’s Requested Increase on the Business Day at least ten (10) Business Days but in any event no more than four (4) weeks after delivery of the request for such increase and at least 30 days prior to the Facility Termination Date. If any Purchaser declines to agree to increase its Commitment by its Purchaser’s Requested Increase:

(i)        Seller may ask the other Purchaser(s) if they would like to increase the amount of their respective Purchaser’s Requested Increase by all or any portion of the declined amount; or

(ii)        Seller, upon notice to and consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), may add one or more new Purchasers willing to provide the Purchaser’s Requested Increase of the declining Purchaser, and/or replace the declining Purchaser in its entirety with one or more new Purchasers willing to provide a replacement Commitment equal in the aggregate to the sum of the replaced Purchaser’s existing Commitment plus its Purchaser’s Requested Amount.

Any change in the Commitments pursuant to clause (i) or (ii) above will become effective on the first day of the calendar month following confirmation by the Administrative Agent that all documentation necessary to evidence such changes has been executed and delivered. Each of the Cash Investments and all other Obligations of Seller shall be secured by the Collateral as provided in Section 11.1.

Section 1.14     Defaulting Purchaser.¶

(a) Defaulting Purchaser Adjustments.¶ Notwithstanding anything to the contrary contained in this Agreement, if any Purchaser becomes a Defaulting Purchaser, then, until such time as such Purchaser is no longer a Defaulting Purchaser, to the extent permitted by applicable law:

(i)         Waivers and Amendments. Such Defaulting Purchaser’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as specified in the definition of “Required Purchasers.”

(ii)        Defaulting Purchaser Waterfall. Any payment of Capital, Discount, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Purchaser (whether voluntary or mandatory, at maturity, pursuant to Section 2.1 or otherwise) or received by the Administrative Agent from a Defaulting Purchaser pursuant to Section 12.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Purchaser to the Administrative Agent hereunder; second, as the Seller may request (so long as no Amortization Event or Potential Amortization Event exists), to the funding of any Cash Investment in respect of which such Defaulting Purchaser has failed to fund its Ratable share thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Seller, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Purchaser’s potential future funding obligations with respect to Cash Investments under this Agreement; fourth, to the payment of any amounts owing to the Administrative Agent or any Purchaser as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or any Purchaser against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; fifth, so long as no Potential Amortization Event or Amortization Event exists, to the

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payment of any amounts owing to the Seller as a result of any judgment of a court of competent jurisdiction obtained by the Seller against such Defaulting Purchaser as a result of such Defaulting Purchaser’s breach of its obligations under this Agreement; and sixth, to such Defaulting Purchaser or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the Capital amount of any Cash Investments in respect of which such Defaulting Purchaser has not fully funded its Ratable share, and (y) such Cash Investments were made at a time when the conditions specified in Section 4.3 were satisfied or waived, such payment shall be applied solely to pay the Cash Investments of all Non-Defaulting Purchasers on a pro rata basis prior to being applied to the payment of any Cash Investments of such Defaulting Purchaser until such time as all Cash Investments are held by the Administrative Agent for the Ratable benefit of the Purchasers are pro rata in accordance with their Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Purchaser that are applied (or held) to pay amounts owed by a Defaulting Purchaser pursuant to this Section 1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Purchaser, and each Purchaser irrevocably consents hereto.

(iii)      Certain Fees. Notwithstanding anything to the contrary in the applicable Fee Letter, no Defaulting Purchaser shall be entitled to receive any Undrawn Fee (as defined in the applicable Fee Letter) accrued for any period during which that Purchaser is a Defaulting Purchaser (and the Seller shall not be required to pay any such Undrawn Fee that otherwise would have been required to have been paid to that Defaulting Purchaser).

(b) Defaulting Purchaser Cure.¶ If the Seller and the Administrative Agent agree in writing that a Purchaser is no longer a Defaulting Purchaser, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions specified therein, that Purchaser will, to the extent applicable, purchase at par that portion of outstanding Cash Investments of the other Purchasers or take such other actions as the Administrative Agent may determine to be necessary to cause the Cash Investments to be held pro rata by the Administrative Agent for the Ratable benefit of the Purchasers in accordance with the Commitments, whereupon such Purchaser will cease to be a Defaulting Purchaser; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Seller while that Purchaser was a Defaulting Purchaser; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Purchaser to Purchaser status will constitute a waiver or release of any claim of any party hereunder arising from that Purchaser’s having been a Defaulting Purchaser.

(c) Termination of Defaulting Purchaser.¶ The Seller may terminate the unused amount of the Commitment of any Defaulting Purchaser upon not less than five (5) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the other Purchaser(s) and Servicer thereof), and in such event the provisions of Section 1.14(a)(ii) will apply to all amounts thereafter paid by the Seller for the account of such Defaulting Purchaser under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Amortization Event shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Seller, the Administrative Agent or any Purchaser may have against such Defaulting Purchaser.

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ARTICLE II

PAYMENTS AND COLLECTIONS

Section 2.1      Collections during the Revolving Purchase Period; Reinvestments.¶

(a)       During the Revolving Purchase Period, all Collections and Deemed Collections received by the Servicer shall be administered in accordance with Section 6.2 and shall be held in trust (i) for the payment of the accrued and unpaid Aggregate Unpaids that are then due and owing, (ii) for a Reinvestment as provided in Section 2.1(c), or (iii) for payment to Seller for its own account.

(b)        Capital shall not be payable during the Revolving Purchase Period except to the extent provided in Section 1.4 and Section 1.5.

(c)        On each Business Day during the Revolving Purchase Period, subject to Section 2.1(e) and to Section 4.3, Collections that are not required to be segregated or used to pay Aggregate Unpaids (including, without limitation, Capital payable pursuant to Section 2.1(b)) shall be first, paid to Seller as a Cash Investment in the amount necessary to maintain the current amount of Capital outstanding (such a Cash Investment, a “Reinvestment”), and second, paid to Seller for its own account.

(d)       On each Payment Date during the Revolving Purchase Period, after deduction of the Servicer’s Servicing Fee from Collections received (or deemed received) during the CalculationDiscount Period (or portion thereof) then most recently ended, the Servicer shall deliver to the PurchaserAdministrative Agent from the Collections received (or deemed received) during such CalculationDiscount Period (or portion thereof), an amount equal to the Required Amounts due and owing on such Payment Date. Following the Dominion Date, the PurchaserAdministrative Agent shall make distributions of the Servicing Fee and other Required Amounts from Collections held by it.

(e)       If, on any Payment Date during the Revolving Purchase Period, there are insufficient Collections to pay all amounts required to be paid pursuant to Section 2.1(b) or Section 2.1(d), as applicable, (i) no Reinvestment shall be made until such amounts have been paid in full, and (ii) Collections to be applied to the Required Amounts shall be applied in the following order of priority:

first, to accrued and unpaid Servicing Fees that are then due and owing to the Servicer if not withheld by the Servicer prior to turnover of the Collections;

second, to out-of-pocket expenses (if any) of the PurchaserAdministrative Agent that are then due and owing under Section 8.5;

third, to accrued and unpaid Discount then due and owing, including any previously accrued Discount that remains unpaid; and

fourth, to all Fees accrued during the CalculationDiscount Period (or portion thereof) then most recently ended, plus any previously accrued Fees that remain unpaid.

Section 2.2      Collections During the Liquidation Period.¶

(a)       On each day during the Liquidation Period, unless the Dominion Date shall have occurred, all Collections shall be administered in accordance with Section 6.2.

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(b)       On each Payment Date during the Liquidation Period, unless the Dominion Date shall have occurred, the Servicer shall wire transfer all Collections so held by the Servicer (after deducting its Servicing Fee therefrom) to the Purchaser’s AccountAdministrative Agent for distribution and application in the following order of priority:

first, to the Servicer, in payment of its Servicing Fee to the extent not retained;

second, to the PurchaserAdministrative Agent, in payment of its out-of-pocket expenses in connection with the enforcement or protection of its rights in connection with this Agreement and the other Transaction Documents, to the extent reimbursable under Section 8.5 and not otherwise paid by Seller;

third, to the Purchaser,Administrative Agent for the Ratable benefit of the Purchasers in payment of any accrued and unpaid Discount then due and owing on account of its Capital, including any previously accrued Discount that was not previously paid;

fourth, to the Purchaser,Administrative Agent for the Ratable benefit of the Purchasers in payment of any Fees accrued during the CalculationDiscount Period (or portion thereof) then most recently ended, plus any previously accrued Fees not paid on a prior Payment Date;

fifth, to the Purchaser,Administrative Agent for the Ratable benefit of the Purchasers in reduction of Capital, until Capital is reduced to $0; and

sixth, if the Aggregate Unpaids have been reduced to zero, to Seller, free and clear of any interest of the PurchaserAdministrative Agent of the other Secured Parties.

Section 2.3     Payment Rescission.¶ No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the PurchaserAdministrative Agent for the benefit of the applicable Recipient the full amount thereof together with any Discount thereon from the date of any such rescission, return or refunding.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1  Representations and Warranties of Seller¶. Seller hereby represents and warrants to the PurchaserAdministrative Agent and the Purchasers as of the date hereofFirst A&R Effective Date and as of each Investment Date that:

(a)      Existence and Power.¶ Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by them makes such licensing or qualification necessary, except where the failure to be so licensed or qualified (a) will not permanently preclude Seller or Servicer from maintaining any material action in any such jurisdiction even though such action arose in whole or in part during the period

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of such failure, and (b) will not result in any other Material Adverse Effect. Seller has all requisite power and authority, limited liability company or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Transaction Documents.

(b)        Authorization of Sales; No Conflict as to Law or Agreements.¶ The execution, delivery and performance by Seller of the Transaction Documents, the purchases and sales of Receivables hereunder and thereunder, the issuance of the Subordinated Notes and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the equityholder(s) of Seller, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, each of which has been obtained and is in full force and effect except for the filings or notices as may be necessary to perfect the sales to Purchaser pursuant to this Agreement, (ii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to Seller or of the Organizational Documents of Seller, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Seller is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by Seller; except, with respect to clauses (i), (ii) and (iv) above, where the failure to so comply with any of the foregoing could not reasonably be expectexpected to have a Material Adverse Effect.

(c)       Legal Agreements.¶This Agreement and each of the other Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(d)         Subsidiaries¶. Seller has no Subsidiaries.

(e)        Financial Information¶. All balance sheets, all statements of income and of cash flow and all other financial information of Seller (other than projections) furnished to the Administrative Agent and/or any Purchaser and described in Section 5.1(a) have been or will be prepared in accordance with GAAP and do or will present fairly in all material respects the financial condition and results of operations of Seller, as at such dates and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.

(f)       Material Adverse Effect.¶ Since the date of Seller’s formation, no event has occurred that would have a Material Adverse Effect.

(g)       Litigation.¶ There are no actions, suits or proceedings pending or, to the knowledge of Seller, threatened against or affecting Seller or the assets of Seller before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

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(h)       Regulation U.¶ Seller is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Purchase will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(i)        Taxes.¶Seller has paid or caused to be paid to the proper authorities when due all federal and all material state and local Taxes required to be withheld and paid by it. Seller has filed all federal, state and local Tax returns which to the knowledge of the officers of Seller are required to be filed, and Seller has paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due, other than taxes whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which Seller has provided adequate reserves in accordance with GAAP and to the extent that nonpayment would not result in a Material Adverse Effect.

(j)         Investment Company Act; Volcker Rule.¶ Seller (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute (the “’40 Act”). In determining that Seller is not a covered fund, Seller does not rely solely on the exemption from the definition of “investment company” set forth in Section 3(c)(1) and/or 3(c)(7) of the ’40 Act or is entitled to the benefit of the exclusion for loan securitizations in the Volcker Rule under 17 C.F.R. 75.10(c)(8).

(k)       Solvency.¶ Seller is and, upon the making of any purchase under the Sale Agreement or sale under this Agreement, will be, Solvent.

(l)       Compliance With Laws.¶ Seller has complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of its business or the ownership of its assets and rights, where failure to comply could reasonably be expected to result in a Material Adverse Effect.

(m)     Good Title.¶ Immediately prior to or contemporaneously with each Cash Investment or Reinvestment hereunder, Seller shall be the legal and beneficial owner of all of the existing Receivables and Related Security with respect thereto, free and clear of any Lien except as created by the Transaction Documents and except for Permitted Liens. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s Security Interest in each Receivable, its Collections and the Related Security.

(n)      Perfection.¶ Assuming the filing of the UCC-1 financing statements or the UCC-3 financing statements approved by Seller onprior to the date hereofFirst A&R Effective Date, this Agreement, together with such financing statements, is effective to create in favor of the Purchaser,Administrative Agent for the benefit of the Secured Parties a valid and perfected Security Interest in the Collateral, free and clear of any Lien except as created by the TransactionsTransaction Documents and except for Permitted Liens.

(o)       Places of Business and Locations of Records.¶ Seller’s principal place of business, chief executive office and the other locations (if any) where its Records are located are at the addresses

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listed on Exhibit III or such other locations of which the PurchaserAdministrative Agent has been notified in accordance with Section 5.2(a) in jurisdictions where all action required by Section 12.4(a) has been taken and completed. Seller’s Federal Employer Identification Number and Organizational Identification Number are correctly set forth on Exhibit III.

(p)        Collections¶. The conditions and requirements set forth in Section 5.1(p) and Section 6.2 have at all times been satisfied and duly performed in all material respects. Exhibit IV hereto (as updated from time to time by written notice from the Servicer to the PurchaserAdministrative Agent), sets forth (i) the names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts, and (ii) the addresses of all Lock-Boxes, the numbers of all associated Lock-Box Accounts and the name and address of each Collection Bank. To the best of Servicer’s knowledge, no SellerSeller-Related Party or Originator Seller has granted any Person (other than the other Seller Party and the PurchaserAdministrative Agent) access to or control of any Lock-Box, Lock-Box Account or Collection Account, or the right to take dominion and control of any such Lock-Box, Lock-Box Account or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections are deposited into any Collection Account or Lock-Box Account, Seller or the Servicer can promptly trace and identify which funds constitute Collections.

(q)     Names.¶Except as stated on Exhibit V as amended from time to time upon written notice to the PurchaserAdministrative Agent provided all necessary UCC financing statements and financing statement amendments are delivered to the PurchaserAdministrative Agent in connection with such amendments, in the past five (5) years, Seller has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement.

(r)        Ownership of Seller.¶ STC owns directly 100% of the issued and outstanding membership interests of Seller, free and clear of any Lien. Seller’s membership interests are validly issued and there are no options, warrants or other rights to acquire membership interests of Seller.

(s)        Compliance with Credit and Collection Policy.¶ Seller has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract.

(t)       Payments to Applicable Originator.¶ With respect to each Receivable, Seller has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under the Sale Agreement is or may be voidable under any section of the Federal Bankruptcy Reform Code.

(u)        Enforceability of Contracts.¶ Each Contract with respect to each Receivable is effective to create, and has created, a valid and binding obligation of the related Obligor to pay the Outstanding Balance of such Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(v)       Eligible Receivables.¶ Each Receivable included in the Net Pool Balance on a Servicer Report as an Eligible Receivable was an Eligible Receivable as of the last day of the period covered

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by such Servicer Report, and the Outstanding Balance of each such Eligible Receivable as of the last day of the CalculationDiscount Period covered by such Servicer Report was accurately set forth on such Servicer Report.

(w)       Anti-Terrorism; Anti-Money Laundering; Anti-Corruption LawsLaw; Sanctions.¶ Neither Seller is not, nor, to its knowledge, is any of its Affiliates (i) an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii)officers or managers (a) is in violation in any material respect of (Ai) the Trading with the Enemy Act, (Bii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or, (Ciii) the Patriot Act or (iv) any applicable Sanctions (collectively, the “Anti-Terrorism Laws”) or (iiib) is a Sanctioned Person. No part of the proceeds of any Cash Investment hereunder will be unlawfully used directly or knowingly indirectly to fund any operations of or in, finance any investments or activities of or in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including theany Purchaser, the Structuring Agent, and the Administrative Agent) of any Anti-Terrorism Laws. Seller has implemented and maintains in effect policies and procedures designed to ensure compliance by Seller and its directors, officers, managers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and Seller and, to its knowledge, its directors, officers, managers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

(x)        Beneficial Ownership Rule.¶The Seller is an entity that is organized under the laws of the United States or a state thereof and at least 51 percent of whose common stock or analogous equity interest is owned, directly or indirectly by a Person whose common stock or analogous equity interests are listed on the New York Stock Exchange or the American Stock Exchange or has been designated as a NASDAQ National Market Security listed on the NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial Ownership Rule.

Section 3.2      Representations and Warranties of the Servicer.¶ The Servicer hereby represents and warrants to the PurchaserAdministrative Agent and the Purchasers as of the date hereofFirst A&R Effective Date and as of the date of each Cash Investment and Reinvestment that:

(a)      Existence and Power.¶ The Servicer and its Subsidiaries are each corporations or limited liability companies duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization, and are each duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by them makes such licensing or qualification necessary, except where the failure to be so licensed or qualified (a) will not permanently preclude the Servicer or any Subsidiary from maintaining any material action in any such jurisdiction even though such action arose in whole or in part during the period of such failure, and (b) will not result in any other Material Adverse Change. The Servicer has all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Transaction Documents.

(b)       Authorization; No Conflict as to Law or Agreements.¶ The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party, and the consummation of the transactions herein and therein contemplated, have been duly authorized by all necessary

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corporate action and do not and will not (a) require any consent or approval of the stockholders of the Servicer, or any authorization, consent, approval, order, filing, registration or qualification by or with any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, each of which has been obtained and is in full force and effect, except where the failure to obtain such authorization, consent, approval, order, filing, registration or qualification could not reasonably be expected to have a Material Adverse Effect, (b) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System and Section 7 of the Exchange Act or any regulation promulgated thereunder) or of any order, writ, injunction or decree presently in effect having applicability to the Servicer or of the Organizational Documents of the Servicer, except to the extent that any such violation could not reasonably be expectexpected to have a Material Adverse Effect, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Servicer or any Subsidiary is a party or by which it or its properties may be bound or affected, except to the extent that any such breach or default could not reasonably be expectexpected to have a Material Adverse Effect, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Servicer or any Subsidiary.

(c)        Legal Agreements.¶ This Agreement and the other Transaction Documents to which the Servicer is a party constitute the legal, valid and binding obligations of the Servicer, enforceable against it in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(d)       Ownership of Seller.¶ STC owns directly 100% of the issued and outstanding membership interests of Seller, free and clear of any Lien (other than Liens granted in connection with the Senior Credit Agreement).

(e)      Financial Condition.¶STC has heretofore furnished to the PurchaserAdministrative Agent and the Purchasers the audited consolidated financial statements of STC and its Subsidiaries for the year ended December 31, 20152025. Those financial statements fairly present in all material respects the consolidated financial condition of STC on the date thereof and the results of its operations and cash flows for the period then ended, and were prepared in accordance with GAAP. The information, exhibits and reports furnished by the Servicer to the Purchaser, taken as a whole, that were furnished by the Servicer to the Credit Parties in connection with the negotiation of or compliance with the Transaction Documents did not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(f)        Material Adverse Effect.¶ No event has occurred since December 31, 20152025 that could reasonably be expected to have a Material Adverse Effect.

(g)     Litigation.¶ There are no actions, suits or proceedings pending or, to the knowledge of the Servicer, threatened against or affecting the Servicer or any Subsidiary or the properties of the Servicer or any Subsidiary before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. Other than any liability incident to any litigation,

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arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, the Servicer knows of no material contingent obligations not provided for or disclosed in the financial statements referred to in Section 3.2(e).

(h)       Regulation U.¶ Neither the Servicer nor any Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Cash Investment will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(i)        Taxes.¶ The Servicer and its Subsidiaries have each paid or caused to be paid to the proper authorities when due all federal and all material state and local Taxes required to be withheld and paid by them. The Servicer and its Subsidiaries have each filed all federal, state and local Tax returns which to the knowledge of the officers of the Servicer or any Subsidiary are required to be filed, and Servicer and its Subsidiaries have each paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by it to the extent such taxes have become due, other than taxes whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which the Servicer or applicable Subsidiary has provided adequate reserves in accordance with GAAP and to the extent that nonpayment would not result in a Material Adverse Effect.

(j)        Burdensome Restrictions.¶Neither the Servicer nor any Subsidiary is a party to or bound by any agreement, or subject to any restriction in any Organizational Document, or any requirement of law, which would reasonably be expected to have a Material Adverse Effect. Neither the Servicer nor any Subsidiary is a party to any presently effective agreement that, if entered into after the date hereof, (excluding this Agreement) limiting the ability of any Subsidiary to make any payments directly or indirectly to the Servicer, by way of dividends, advances, repayments of loans or advances, reimbursements of management and any other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Subsidiary to make any payment, directly or indirectly, to the Servicer.

(k)        Titles and Liens.¶ The Servicer or one of its Subsidiaries has good title to each of the properties and assets material to the operations of the Servicer and its Subsidiaries, taken as a whole, which it purports to own or which are reflected as owned on its books and records, in each case free and clear of all Liens and encumbrances, except for Liens and encumbrances permitted by the Credit Agreement and covenants, restrictions, rights, easements and irregularities in title which do not materially interfere with the business or operations of the Servicer and its Subsidiaries taken as a whole.

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(l)        ERISA¶. The present value of all accumulated benefit obligations under each Plan (based on assumptions used for purposes of FASB No. 87) did not, as of any January 1, hereafter exceed by more than $20,000,000 the value of the assets of such Plan, and the present value of all accumulated benefit obligations of all under-funded Plans (based on FASB No. 87 assumptions) did not, as of any January 1, hereafter, exceed by more than $20,000,000 the value of the assets of all under-funded Plans, and no liability to the Pension Benefit Guaranty Corporation or the Internal Revenue Service in excess of such amount has been, or is expected by the Servicer or any Subsidiary or ERISA Affiliate to be, incurred with respect to any Plan that could become a liability of the Servicer or any Subsidiary except to the extent that any such circumstance could not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Servicer’s financial statements, neither the Servicer nor any Subsidiary has any contingent liability with respect to any post-retirement benefit under a Welfare Plan in excess of $20,000,000, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA.

(m)      Insurance.¶ The properties of the Servicer and its Subsidiaries are insured with responsible and reputable insurance companies not Affiliates of the Servicer, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Servicer and such Subsidiaries operate.

(n)       Compliance With Laws.¶ The Servicer and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, assets and rights, where failure to comply would have a Material Adverse Effect.

(o)        No Contractual Default.¶ Neither the Servicer nor any Subsidiary is in violation of any term of any contract, agreement, judgment or decree, the violation of which would (individually or together with all other such violations in existence) have in a Material Adverse Effect.

(p)    Information.¶ No Servicer Report or other written information furnished by the Servicer to the PurchaserAdministrative Agent for distribution to the Purchasers for purposes of or in connection with this Agreement and the transactions contemplated hereby, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such information (taken as a whole) not materially misleading in light of the circumstances under which made (it being recognized by the PurchaserAdministrative Agent and the Purchasers that any projections and forecasts provided by the Servicer are based on good faith estimates and assumptions believed by the Servicer to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may materially differ from projected or forecasted results). Each submission of a Servicer Report shall be deemed to be a reaffirmation of the foregoing representation.

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(q)        Collections.¶ The conditions and requirements set forth in Section 5.1(p) and Section 6.2 have at all times been satisfied and duly performed in all material respects by Seller or the Servicer. Exhibit IV hereto (as updated from time to time by written notice from the Servicer to the PurchaserAdministrative Agent), sets forth (i) the names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts, and (ii) the addresses of all Lock-Boxes, the numbers of all associated Lock-Box Accounts and the name and address of each Collection Bank. To the best of Servicer’s knowledge, no SellerSeller-Related Party or Originator has granted any Person, other than the SellerSeller-Related Parties and the Purchaser,Administrative Agent access to or control of any Lock-Box, Lock-Box Account or Collection Account, or the right to take dominion and control of any such Lock-Box, Lock-Box Account or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections of Receivables are deposited into any Collection Account, the Servicer can promptly trace and identify which funds constitute Collections of the Receivables.

(r)        Compliance with Credit and Collection Policy.¶ The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract.

(s)        Anti-Terrorism; Anti-Money Laundering; Anti-Corruption LawsLaw; Sanctions¶. Neither the ServicerSTC nor any Subsidiary ornor, to their knowledge, any of their Affiliates (a) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (b) is in violation of (i) the Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (iii) the Patriot Act (collectively, the “Anti-Terrorism Laws”) or (c)respective officers or directors (a) is in violation in any material respect of any Anti-Terrorism Law or (b) is a Sanctioned Person. No part of the proceeds of any Cash Investment hereunder will be unlawfully used directly or knowingly indirectly to fund any operations of or in, finance any investments or activities of or in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person (including theany Purchaser, the Structuring Agent, and the Administrative Agent) of any Anti-Terrorism Laws. The ServicerSTC has implemented and maintains in effect policies and procedures designed to ensure compliance by the ServicerSTC, its Subsidiaries and their respective directors, officers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, and the ServicerSTC, its Subsidiaries and, to theirSTC’s knowledge, their respective directors, managers, officers, employees, and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.

ARTICLE IV

CONDITIONS OF CLOSING AND CASH INVESTMENTS

Section 4.1     Conditions Precedent to ClosingEffectiveness¶. The effectiveness of this Agreement is subject to the conditions precedent that (a) the PurchaserAdministrative Agent shall have received on or before the ClosingFirst A&R Effective Date the documents listed on Schedule A hereto, and (b) the PurchaserAdministrative Agent, PNCCM and the Purchasers shall have received all Fees required to be paid on such date pursuant to the terms of theeach Fee Letter to which it is a party.

Section 4.2    Conditions Precedent to Initial Cash Investment.¶ The initial new Cash Investment under this Agreement may be made on or after the ClosingFirst A&R Effective Date and is

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subject to the conditions precedent that (a) the matters described in Section 1.1 shall have occurred and been satisfied, (b) the conditions in Section 4.1 have been satisfied, and (bc) the PurchaserAdministrative Agent shall have received payment of all expenses required to be paid as of such date pursuant to the terms of this Agreement for which Seller has received an invoice as of the ClosingFirst A&R Effective Date.

Section 4.3    Conditions Precedent to All Cash Investments and Reinvestments¶.Each new Cash Investment, including each Reinvestment, shall be subject to the conditions precedent that (a) the Servicer shall have delivered to the PurchaserAdministrative Agent on or prior to the date of such Investment, in form satisfactory to the PurchaserAdministrative Agent, all Servicer Reports as due on or before the applicable Investment Date under Section 6.6 within any applicable period of grace unless waived in accordance with this Agreement, (b) the Facility Termination Date shall not have occurred, and (c) on the applicable Investment Date, the following statements shall be true (and acceptance of the proceeds of such Investment shall be deemed a representation and warranty by Seller that such statements are then true):

(i)         the representations and warranties set forth in Article III are true and correct in all material respects on and as of the Investment Date of such Investments as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date;

(ii)     no event has occurred and is continuing, or would result from such Investment, that constitutes an Amortization Event or a Potential Amortization Event; and

(iii)        no Investment Excess exists or will result from such Investment.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the PurchaserAdministrative Agent), occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the PurchaserAdministrative Agent, which right may be exercised at any time on demand of the PurchaserAdministrative Agent, to rescind the related Reinvestment and direct Seller to pay to the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that were applied to the affected Reinvestment.

ARTICLE V

COVENANTS

Section 5.1      Affirmative Covenants of SellerSeller-Related Parties¶. Until the date on which the Aggregate Unpaids have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination or expiration of the Commitment:

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(a)       Financial Statements¶. Each of the SellerSeller-Related Parties will keep, accurate books of record and account for itself in which true and complete entries will be made in accordance with GAAP, and the SellerSeller-Related Parties will deliver to the PurchaserAdministrative Agent for distribution to the Purchasers:

(i)         As soon as available, and in any event within 90 days after the end of each fiscal year of STC: (A) a copy of the annual audit report of STC and its Subsidiaries prepared by nationally recognized independent certified public accountants, which annual report shall include the balance sheet of STC and its Subsidiaries as at the end of such fiscal year and the related statements of income, shareholders’ equity and cash flows of STC and its Subsidiaries for the fiscal year then ended, all presented on a consolidated basis in reasonable detail and all prepared in accordance with GAAP, and (bB) a copy of the unaudited balance sheet of Seller as at the end of such fiscal year and the related statements of income, member’s equity and cash flows of Seller for the fiscal year then ended prepared in accordance with GAAP.

(ii)        As soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of STC, the balance sheet of STC and its Subsidiaries as at the end of such quarter and related statements of earnings and cash flows of STC and its Subsidiaries for such quarter and for the year to date, in reasonable detail and prepared on a consolidated basis in accordance with GAAP, subject to year-end adjustments.

(iii)        A copy of each Compliance Certificate (under and as defined in the Senior Credit Agreement) together with a cover letter authorizing reliance thereon by the Purchaser in its capacityAdministrative Agent and the Purchasers in their capacities as such.

(b)       Other Notices¶. The SellerSeller-Related Parties will deliver to the PurchaserAdministrative Agent for prompt distribution to the Purchasers:

(i)         Promptly after the sending or filing thereof, copies of all regular and periodic financial reports which STC or any Subsidiary shall file with the SEC or any national securities exchange.

(ii)        Immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting STC or any of its Subsidiaries which, if adversely determined, could be reasonably expected to have a Material Adverse Effect or which seek a monetary recovery against STC or any Subsidiary (other than Seller) combined in excess of $10,000,000 or in any amount greater than or equal to $18,60021,050 against Seller.

(iii)      As promptly as practicable (but in any event not later than five Business Days) after an officer of any SellerSeller-Related Party obtains knowledge of the occurrence of any Potential Amortization Event or Amortization Event, notice of such occurrence, together with a detailed statement by a Responsible Officer of such SellerSeller-Related Party of the steps being taken by such SellerSeller-Related Party to cure the effect of such event.

(iv)       Promptly upon becoming aware of any Reportable Event or the occurrence of a prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Plan or any trust created thereunder, which could reasonably be expected

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to result in a liability to STC or any Subsidiary other than Seller in excess of (A) $20,000,000 in the case of STC or any Subsidiary other than Seller, or (B) any amount greater than or equal to $18,60021,050 in the case of Seller, a written notice specifying the nature thereof, what action STC or such Subsidiary, as applicable, has taken, is taking or proposes to take with respect thereto, and, when known, any action taken or threatened by the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Department of Labor with respect thereto.

(v)        Promptly upon their receipt, copies of (i) all notices received by STC, any Subsidiary or ERISA Affiliate of the Pension Benefit Guaranty Corporation’s intent to terminate any Plan or to have a trustee appointed to administer any Plan, and (ii) all notices received by STC, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan concerning the imposition or amount of withdrawal liability imposed pursuant to Section 4202 of ERISA, which withdrawal liability individually or in the aggregate exceeds (A) $20,000,000 in the case of STC or any Subsidiary other than Seller, or (B) any amount greater than or equal to $18,60021,050 in the case of Seller.

(vi)        Promptly after the occurrence thereof, notice of any Accounting Practices Change.

(vii)       Notice of the occurrence of any event or condition that has had a Material Adverse Effect.

(viii)      Notice of the occurrence of the “Termination Date” under the Sale Agreement.

(ix)       At least ten (10) days prior to any proposed change of the Independent Manager, notice of such proposed change together with a certificate of Seller certifying that the proposed replacement manager satisfies the criteria set forth in the definition of “Independent Manager.”

(x)       Promptly following any change that would result in a change to the status of the Seller as an excluded “Legal Entity Customer” under the Beneficial Ownership Rule, the Seller shall execute and deliver to the Administrative Agent for prompt distribution to the Purchaser, a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Rule, in form and substance reasonably acceptable to the PurchaserAdministrative Agent.

(xi)      Such other information respecting the Receivables or the financial condition and results of operations of STC or any Subsidiary as the PurchaserAdministrative Agent (or the Administrative Agent at the request of the Required Purchasers) may from time to time reasonably request.

(c)      Electronic Delivery¶.Documents required to be delivered pursuant to this Section 5.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which STC posts such documents, or provides a link thereto on STC’s website on the Internet at the website address of www.sensient.com; or (ii) on which such documents are posted on any SellerSeller-Related Party’s behalf on an Internet or intranet website, if any, to which the PurchaserAdministrative Agent for the benefit of the Purchasers has access (whether a commercial, third-party website or whether sponsored by the PurchaserAdministrative Agent for the parties’ benefit); provided that the SellerSeller-Related Parties shall notify the Purchaser (by telecopierAdministrative Agent (by facsimile transmission or electronic mail) of the posting of any such documents.

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Notwithstanding anything herein to the contrary, any financial information, report, proxy statement or other material required to be delivered pursuant to this Section 5.1 shall be deemed to have been furnished to the PurchaserAdministrative Agent for distribution to the Purchasers on the date that such financial information, report, proxy statement or other material is posted to the Securities and Exchange Commission’s website at www.sec.gov.

(d)      Compliance with Laws.¶ Each of the SellerSeller-Related Parties will comply with the requirements of applicable laws and regulations, the non-compliance with which would have a Material Adverse Effect. In addition, and without limiting the foregoing sentence, each of the SellerSeller-Related Parties will (i) ensure, and cause each of its Subsidiaries (if any) to ensure, that no Person who owns a controlling interest in or otherwise controls such Person is or shall be a Sanctioned Person, (ii) not use or permit the use of the proceeds of any Cash Investment or Reinvestment to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (iii) comply, and cause each Subsidiary to comply, with all Anti-Terrorism Laws.

(e)       Payment of Taxes and Other Claims.¶ Each of the SellerSeller-Related Parties will and will cause each of its Subsidiaries (if any) to pay or discharge, when due, (i) all Taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, (ii) all federal, state and local Taxes required to be withheld by it, and (iii) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of such SellerSeller-Related Party or any Subsidiary; provided that neither the SellerSeller-Related Parties nor any Subsidiary shall be required to pay any such tax, assessment, charge or claim (A) whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which such Person has provided adequate reserves in accordance with GAAP or (B) where failure to pay such tax, assessment, charge or claim could not reasonably be expected to result in a liability in excess of (1) $5,000,000 in the case of STC and any Subsidiary other than Seller, or (2) any amount greater than or equal to $18,60021,050 in the case of Seller.

(f)         Insurance¶. Each of the SellerSeller-Related Parties will, and will cause each of its Subsidiaries (if any) to, obtain and maintain insurance with insurers reasonably believed by such SellerSeller-Related Party or such Subsidiary to be responsible and reputable, in such amounts and against such risks as are consistent with sound business practice.

(g)       Preservation of Legal Existence.¶ Each of the SellerSeller-Related Parties will preserve and maintain its corporate or limited liability company existence, as applicable, and all of its rights, privileges and franchises.

(h)       Use of Proceeds.¶ Seller will use the proceeds of each Cash Investment solely (i) to pay for Receivables under the Sale Agreement, (ii) to make permitted payments on the Subordinated Notes, (iii) to make permitted distributions to its member in accordance with the Transaction Documents, and (iv) to pay Seller’s reasonable and necessary operating expenses. Seller will not use any of the proceeds of the Cash Investments to purchase or carry any “margin stock” (as defined in Regulation U) or to make any acquisition of any corporation, limited liability company or other business entity and will not permit the proceeds of any Cash Investment to be used in a manner inconsistent with the second sentence of Section 3.1(w).

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(i)         Audits¶. Such SellerSeller-Related Party will, from time to time during regular business hours as requested by the PurchaserAdministrative Agent, upon not less than ten (10) days written notice and at the sole cost of such SellerSeller-Related Party, permit the Purchaser, or itsAdministrative Agent and the Purchasers or their respective agents or representatives (and shall cause each Originator to permit the Purchaser, or itseach of the Administrative Agent and the Purchasers, or their respective agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person during reasonable business hours for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (each such visit, a “Review”); provided that, so long as no Amortization Event has occurred and is continuing, only one (1) Review (which Review may apply to both Seller and the Servicer) will be permitted under this Section 5.1(i) in any calendar year.

(j)      Keeping and Marking of Records and Books¶.

(i)        The Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will (and will cause each Originator to) give the PurchaserAdministrative Agent notice of any material change in the administrative and operating procedures related to collection procedures, cash application, credit approval, credit memo approval and payment terms, and the Administrative Agent will promptly notify the Purchasers thereof.

(ii)        The Servicer willhas (and will causehas caused each Originator to) (A) on or prior to the ClosingFirst A&R Effective Date, include a notation in its master data processing records relating to the Receivables to indicate that the Receivables are “SOLD RECEIVABLES” or mark or program its customer master table so that all reports printed therefrom relating to the Receivables will contain “SOLD RECEIVABLES” in the title of such report, and (B) solely if requested by the PurchaserAdministrative Agent and the direction of the Administrative Agent following the occurrence and during the continuation of an Amortization Event, deliver to the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers all Contracts (and will use best efforts to deliver all multiple originals of any such Contract) relating to the Receivables that are in the Servicer’s possession.

(k)      Compliance with Contracts and Credit and Collection Policy¶.The Servicer will (and will cause each Originator to) timely and fully (i) perform and comply in all material respects with all provisions, covenants and duties required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

Receivable Purchase Agreement

(l)        Performance and Enforcement of the Sale Agreement and the Performance Undertaking.¶ Seller will perform, and will require each of the Originators to perform, each of its obligations and undertakings under and pursuant to the Sale Agreement. Seller will purchase Receivables under the Sale Agreement in strict compliance with the terms thereof and will diligently enforce the rights and remedies accorded to it as the buyer under the Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the PurchaserAdministrative Agent as assignee of Seller) under the Sale Agreement and the Performance Undertaking as the PurchaserAdministrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Sale Agreement.

(m)      Ownership.¶Seller will (or, to the extent required pursuant to the Sale Agreement, will require each Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections irrevocably in Seller, free and clear of any Liens other than Liens in favor of the PurchaserAdministrative Agent, and (ii) establish and maintain, in favor of the PurchaserAdministrative Agent, a valid and perfected first priority Security Interest in the Collateral to the full extent contemplated herein, free and clear of any Liens other than Liens in favor of the PurchaserAdministrative Agent (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions) to perfect the Purchaser’sAdministrative Agent’s Security Interest in the Collateral for the benefit of the Secured Parties and such other action to perfect, protect or more fully evidence the Security Interest of the Purchaser as the PurchaserAdministrative Agent may reasonably request.

(n)      Separateness.¶Seller acknowledges that the Purchasereach of the Administrative Agent and the Purchasers is entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Originators and their respective other Affiliates (each, a “Related Entity”). Accordingly, Seller will:

(i)         maintain its books and records and bank accounts separate from those of any other Related Entity;

(ii)        at all times hold itself out to the public and all other Persons as a legal entity separate from its member and any other Person;

(iii)        have a board of managers separate from that of its member and any other Person;

(iv)      file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(v)        conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;

(vi)       maintain separate financial statements;

(vii)      maintain an arm’s length relationship with each other Related Entity;

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(viii)      except as contemplated herein or in any other Transaction Document, not pledge its assets for the benefit of any other Person;

(ix)        correct any known misunderstanding regarding its separate identity;

(x)        maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;

(xi)       cause its board of managers to keep minutes of any meetings and actions and observe all other Delaware limited liability company formalities;

(xii)       not acquire any securities of its member;

(xiii)     act solely in its own name and through its own authorized managers, members, officers and agents, except as expressly permitted under the Transaction Documents; and

(xiv)     cause its managers, officers, agents and other representatives to act at all times with respect to Seller consistently and in furtherance of the foregoing and in the best interests of Seller.

(o)       Collections.¶The SellerSeller-Related Parties shall, or will cause the Originators to, direct all Obligors to make payments of the Receivables (i) directly to a Lock-Box that clears through a Lock-Box Account which is subject to a Control Agreement, or (ii) directly to a Collection Account which is subject to a Control Agreement.

(p)      Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions¶. The Seller will maintain in effect, and the Servicer will and will cause each of its Subsidiaries to, maintain in effect, policies and procedures reasonably designed to ensure compliance by STC, its Subsidiaries and their respective managers directors, officers, employees and agents in all material respects with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

Section 5.2     Negative Covenants of SellerSeller-Related Parties.¶Until the date on which the Aggregate Unpaids have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination or expiration of the Commitment:

(a)        Name Change, Offices and Records¶. Seller will not change its name, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the PurchaserAdministrative Agent at least ten (10) days’ prior written notice thereof and (ii) delivered to the PurchaserAdministrative Agent all financing statements, instruments and other documents reasonably requested by the PurchaserAdministrative Agent in connection with such change or relocation.

(b)       Change in Payment Instructions to Obligors.¶ Except as may be required by the PurchaserAdministrative Agent pursuant to Section 6.2 from and after the Dominion Date, such SellerSeller-Related Party will not (i) add or terminate any bank as a Collection Bank, (ii) add or terminate any Lock-Box, Lock-Box Account or Collection Account, unless the PurchaserAdministrative Agent shall have received: (A) at least ten (10) days before the proposed effective date therefor, written notice of such addition, termination or change, together with an updated version of each of Exhibit III to the Sale Agreement and Exhibit IV to this Agreement, (B) with respect to the addition of a Collection Account, Lock-

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Box or Lock-Box Account, an executed Control Agreement (or an executed amendment to an existing Control Agreement) with respect to the new Collection Account , Lock-Box or Lock-Box Account prior to depositing any Collections therein, and (C) concurrently with or promptly after termination of any Collection Account, Lock-Box or Lock-Box Account, an executed amendment to the applicable Control Agreement reflecting the terminated Collection Account’s, Lock-Box’s or Lock-Box Account’s deletion. In addition, except as may be required by the PurchaserAdministrative Agent pursuant to Section 6.2(d) from and after the Dominion Date, such SellerSeller-Related Party will not make any change in the instructions to any Obligor as to where payments on the Receivables should be made; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account or Lock-Box Account that is subject to a Control Agreement.

(c)        Modifications to Contracts and Credit and Collection Policy.¶The Servicer will not make any change to the Credit and Collection Policy that could reasonably be expected to adversely impact the Receivables in any material respect without the prior written consent of the PurchaserAdministrative Agent (which consent will not be unreasonably withheld or delayed but which, may be conditioned upon changes in one or more ratios, reserves or Concentration Limits contained in this Agreement to the extent they are impacted by such change). Except as provided in Section 6.2(d), no SellerSeller-Related Party will, or will permit any Originator to, extend, amend or otherwise modify the payment terms of any Receivable or any Contract related to such Receivable in any material respect other than in accordance with the Credit and Collection Policy.

(d)        Sales, Liens.¶ Other than pursuant to the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Lien upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box, Lock-Box-Account or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers provided for herein), and Seller will defend the right, title and interest of the PurchaserAdministrative Agent in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

(e)       Amendment or Termination of Sale Agreement.¶ Seller will not amend, modify, waive any provision of or terminate the Sale Agreement or send any termination notice to any Originator in respect thereof without the prior written consent of the PurchaserAdministrative Agent and the Required Purchasers.

(f)        Restricted Junior Payments.¶ After the occurrence and during the continuance of any Amortization Event, Seller will not make any Restricted Junior Payment while any Aggregate Unpaids remain outstanding.

(g)       Seller Debt.¶ Except as contemplated by the Transaction Documents, Seller will not incur or permit to exist any Total Funded Debt or any liability on account of deposits except: (i) the Aggregate Unpaids, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the

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ordinary course of business and not overdue, unless such overdue accounts payable are disputed and being contested in good faith.

(h)      Sanctions.¶ Seller will not, directly or indirectly, use the proceeds of any Cash Investment, or lend, contribute or otherwise provide such proceeds to any Affiliate, joint venture partner or other individual or entity, to fund activities of or business with any individual or entity in a Sanctioned Country, or in any other manner that will result in a violation by any individual or entity participating in the transaction, whether as the Administrative Agent, a Purchaser or otherwise, of Sanctions.

ARTICLE VI

ADMINISTRATION AND COLLECTION

Section 6.1       Designation of the Servicer.¶

(a)       The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 6.1. STC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event resulting from an action or inaction of, or circumstance existing with respect to, the Servicer (each, a “Servicer Termination Event”), the PurchaserAdministrative Agent (in consultation with the Required Purchasers),may at any time, upon written notice to the current Servicer and Seller, designate as the Servicer any Person to succeed STC or any successor Servicer.

(b)        STC may delegate to its Subsidiaries, including the Originators, as sub-servicers of the Servicer (each such Subsidiary, a “Sub-Servicer”), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables; provided that STC remains liable for the performance or nonperformance of the duties and responsibilities of the Servicer. Without the prior written consent of the PurchaserAdministrative Agent (in consultation with the Required Purchasers), the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) the Originatorsan Originator, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. None of the Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by STC. If at any time following the occurrence of a Servicer Termination Event, the PurchaserAdministrative Agent shall designate as the Servicer any Person other than STC, all duties and responsibilities theretofore delegated by STC to any of the Sub-Servicers shall automatically be terminated.

(c)       Notwithstanding the foregoing subsection (b), (i) the Servicer shall be and remain primarily liable to the PurchaserAdministrative Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder in accordance with the terms hereof and (ii) the PurchaserAdministrative Agent and the Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The PurchaserNeither the Administrative Agent nor the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer, at all times that it is the Servicer, shall be responsible for providing any Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

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Section 6.2       Duties of the Servicer.¶

(a)       The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II., and shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set aside and hold in trust for the account of Seller and the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers their respective shares of the Collections in accordance with Article II. Provided the Dominion Date has not occurred, the Servicer shall, upon the request of the PurchaserAdministrative Agent, segregate, in a manner acceptable to the PurchaserAdministrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the PurchaserAdministrative Agent such allocable share of Collections of Receivables set aside for the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(b)       The Servicer shall direct all Obligors to make payments of the Receivables (i) directly to a Lock Box that clears through a Lock-Box Account which, at all times after November 3, 2016 is subject to a Control Agreement; or (ii) directly to a Collection Account or Lock-Box Account which, at all times after November 3, 2016 is subject to a Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment to any SellerSeller-Related Party or Originator, Seller or the Servicer, as the case may be, agrees to remit, or to cause the applicable Originator to remit, any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on Receivables directly to a Collection Account or Lock-Box Account that, at all times after November 3, 2016 is subject to a Control Agreement, within two (2) Business Days after receipt thereof, and further agrees that all such Collections shall be deemed to be received in trust for the Administrative Agent and the Purchaser; provided that prior to the Dominion Date, Seller or the Servicer may retain such Collections until required to be turned over to the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers on the next Payment Date.

(c)        The Servicer (and from and after the Dominion Date, the PurchaserAdministrative Agent ) shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section 6.2(c), the Servicer (and from and after the Dominion Date, the PurchaserAdministrative Agent) shall hold in trust for the account of Seller and the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers their respective shares of the Collections in accordance with Article II. From and after the Dominion Date, to the extent any Collections come into the possession of the Servicer, the Servicer shall, upon the request of the PurchaserAdministrative Agent, segregate, in a manner acceptable to the PurchaserAdministrative Agent, all such Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until the Amortization Event giving rise to the Dominion Date is waived in the sole discretion of the PurchaserAdministrative Agent and the Required Purchasers. Subject to Section 2.2, at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the PurchaserAdministrative Agent such allocable share of Collections of Receivables set aside for the

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PurchaserAdministrative Agent on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the PurchaserAdministrative Agent is not permitted to and has not requested the segregation of Collections in accordance with this Section 6.2(dc) and STC or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by STC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of STC and its Affiliates.

(d)       The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged-Off Receivable or limit the rights of the PurchaserAdministrative Agent under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the PurchaserAdministrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Defaulted Receivable or to foreclose upon or repossess any Related Security to the extent not in contravention of the related Contracts or applicable law.

(e)      The Servicer shall hold in trust for Seller and the PurchaserAdministrative Agent all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables. Following the occurrence and during the continuance of an Amortization Event, the Servicer shall (A) as soon as practicable upon demand of the PurchaserAdministrative Agent, deliver or make available to the PurchaserAdministrative Agent all such Records, at a place selected by the PurchaserAdministrative Agent, and (B) two (2) Business Days following receipt thereof, turn over (1) to Seller any cash Collections or other cash proceeds in accordance with Article II and (2) to the applicable Person any cash collections or other cash proceeds received with respect to Total Funded Debt not constituting Receivables. The Servicer shall, from time to time at the request of the PurchaserAdministrative Agent, furnish to the PurchaserAdministrative Agent (not later than two (2) Business Days after any such request) a calculation of the amounts set aside for the PurchaserAdministrative Agent pursuant to Article II.

(f)         If any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller has not been applied to the applicable Invoice within 30 days after its receipt, such payment shall, as between such Originator or Seller and the PurchaserAdministrative Agent, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the PurchaserAdministrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.3  Collection Accounts and Lock-Box Accounts.¶ Seller has either (a) granted to the PurchaserAdministrative Agent “control” (within the meaning of the UCC) over each Collection Account and Lock-Box Account, or (b) obtained such “control” over each Collection Account or Lock-Box Account from the applicable Originator and assigned its “control” rights to the PurchaserAdministrative Agent and obtained the Collection Bank’s acknowledgement of such assignment in the applicable Control

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Agreement.

Section 6.4      Collection Notices¶. The PurchaserAdministrative Agent is authorized to deliver to the Collection Banks the Collection Notices at any time after the occurrence and during the continuance of an Amortization Event. Subject to the terms of the applicable Control Agreement, the applicable Originator or Seller will transfer to the PurchaserAdministrative Agent exclusive “control” over each Collection Account or Lock-Box Account identified on Exhibit IV hereto; provided, however, that the SellerSeller-Related Parties shall retain the right to direct dispositions of funds from the Collection Accounts and Lock-Box Accounts prior to the Dominion Date. Each of the SellerSeller-Related Parties hereby authorizes the PurchaserAdministrative Agent, and agrees that the PurchaserAdministrative Agent shall be entitled (a) at any time after delivery of the Collection Notices, to endorse the applicable SellerSeller-Related Party’s (or the applicable Originator’s) name on checks and other instruments representing Collections, (b) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security, and (c) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the PurchaserAdministrative Agent rather than the SellerSeller-Related Parties or the Originators.

Section 6.5      Responsibilities under Contracts.¶ Anything herein to the contrary notwithstanding, the exercise by the PurchaserAdministrative Agent of its rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The PurchaserAdministrative and the Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller or any Originator.

Section 6.6       Servicer Reports.¶

(a)        On each Monthly Reporting Date, the Servicer shall prepare and deliver not later than 11:00 a.m. (New York City timeEastern Time) to the PurchaserAdministrative Agent, (i) a Servicer Report for the calendar month (or portion thereof) then most recently ended in the form of Exhibit VI hereto (appropriately completed and executed), and (ii) an electronic file of the data contained therein.

(b)       At such times as the PurchaserAdministrative Agent shall reasonably request, the Servicer shall prepare and deliver not later than 11:00 a.m. (New York City timeEastern Time) five (5) Business Days after such request a listing by Obligor of all Receivables together with an aging of such Receivables.

Section 6.7      Servicing Fees.¶ In consideration of STC’s agreement to act as the Servicer hereunder, so long as STC shall continue to perform as the Servicer hereunder, STC shall be paid a fee (the “Servicing Fee”) on each Payment Date, in arrears for the immediately preceding CalculationDiscount Period, equal to 1.0% per annum of the aggregate Outstanding Balance of all Receivables as of the first day of such period. The Servicer shall retain the payment of the Servicing Fee from Collections held on behalf of Seller pursuant to Section 2.1. At any time while the Servicer is not an Affiliate of Seller, the Servicing Fee shall be computed at such rate per annum as the PurchaserAdministrative Agent, Seller and the substitute the Servicer may mutually agree.

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ARTICLE VII

AMORTIZATION EVENTS

Section 7.1       Amortization Events¶. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:

(a)       (i) Default in the payment of any Capital when it becomes due and payable and the continuance of such default under this clause (i) for one (1) Business Day; or (ii) default in the payment of any Required Amounts when the same become due and payable and the continuance of such default under this clause (ii) for five (5) Business Days.

(b)        Default in the performance, or breach, of any covenant or agreement on the part of any SellerSeller-Related Party contained in any of Sections 5.1(b)(iii), 5.1(b)(viii), 5.1(g) and 5.2.

(c)      Default in the performance, or breach, of any covenant or agreement of any of the SellerSeller-Related Parties or the Performance Guarantor in this Agreement or any other Transaction Document to which such Person is a party (excluding any covenant or agreement which is specifically addressed elsewhere in this Section 7.1), and the continuance of such default or breach for a period of thirty (30) days after the earlier to occur of (i) notice from the PurchaserAdministrative Agent of such non-performance or non-observance, or (ii) the date on which a Responsible Officer of such SellerSeller-Related Party or the Performance Guarantor has knowledge of such non-performance or non-observance.

(d)       Any representation or warranty made by any SellerSeller-Related Party or the Performance Guarantor in this Agreement or any other Transaction Document to which such Person is a party, or in any certificate, instrument, report or statement contemplated by or made or delivered pursuant to or in connection herewith or therewith, shall prove to have been incorrect in any material respect when made.

(e)       Any Transaction Document or any material provision thereof shall for any reason cease to be valid and binding on any SellerSeller-Related Party or the Performance Guarantor party thereto or any SellerSeller-Related Party or the Performance Guarantor shall assert that any Transaction Document is not enforceable in accordance with its terms.

(f)        (i) STC shall breach any of the Financial Covenants; or (ii) a default under any agreement relating to any item of Total Funded Debt of the Servicer or any Subsidiary (other than under any of the Transaction Documents and other than a default described in clause (i) of this Section 7.1(f)) or under any indenture or other instrument under which any such agreement has been issued or by which it is governed and the expiration of the applicable period of grace, if any, specified in such agreement if the effect of such default is to cause or to permit the holder of such item of Total Funded Debt (or trustee or agent on behalf of such holder) to cause such item of Total Funded Debt to come due prior to its stated maturity (or to cause or to permit the counterparty in respect of a Swap Contract to elect an early termination date in respect of such Swap Contract); provided, however, that no Amortization Event shall be deemed to have occurred under this clause (ii) of Section 7.1(f) if the aggregate amount owing as to all such items of Total Funded Debt as to which such defaults have occurred and are continuing is less than $25,000,000; provided, further, that if such default shall be cured by STC or such Subsidiary, or waived by the holders of such items of Total Funded Debt or counterparties in respect of such Swap Contracts, in each case prior to the commencement of any action under Section 7.2 and as may be permitted by such

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evidence of indebtedness, indenture, other instrument, or Swap Contract, then the Amortization Event hereunder by reason of such default shall be deemed likewise to have been thereupon cured or waived.

(g)        Any of the SellerSeller-Related Parties shall be adjudicated as bankrupt or insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or any of the SellerSeller-Related Parties shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of such SellerSeller-Related Party, and such appointment shall continue undischarged for a period of 60 days; or any of the SellerSeller-Related Parties shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against any of the SellerSeller-Related Parties and shall continue undischarged for 60 days; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of any of the SellerSeller-Related Parties and such judgment, writ, or similar process shall not be released, vacated, stayed or fully bonded within 60 days after its issue or levy.

(h)        A petition shall be filed by any of the SellerSeller-Related Parties under the United States Bankruptcy Code naming such SellerSeller-Related Party as debtor; or an involuntary petition shall be filed against any of the SellerSeller-Related Parties under the Federal Bankruptcy Code, and such petition shall not have been dismissed within 60 days after such filing; or an order for relief shall be entered in any case under the Federal Bankruptcy Code naming any of the SellerSeller-Related Parties as debtor.

(i)         A Change of Control shall occur with respect to any of the SellerSeller-Related Parties.

(j)         The rendering against any of the SellerSeller-Related Parties of a final non-appealable judgment, decree or order for the payment of money if the amount of such judgment, decree or order, together with the amount of all other such judgments, decrees and orders then outstanding, less (in each case) the portion thereof covered by insurance proceeds, is greater than $5,000,00010,000,000 in the case of the Servicer or is greater than or equal to $18,60021,050 in the case of Seller, and if such judgment, decree or order remains unsatisfied and in effect for any period of 30 consecutive days without a stay of execution.

(k)        Any Plan shall have been terminated as a result of which the Servicer or any Subsidiary or ERISA Affiliate has incurred an unfunded liability in excess of $20,000,000; or a trustee shall have been appointed by an appropriate United States District Court to administer any Plan or the Pension Benefit Guaranty Corporation shall have instituted proceedings to terminate any Plan or to appoint a trustee to administer any Plan and in either case such action could reasonably be expected to result in liability to any of the SellerSeller-Related Parties in excess of $20,000,000, or any of the SellerSeller-Related Parties or ERISA Affiliate shall have incurred withdrawal liability in excess of $20,000,000 in respect of any Multiemployer Plan; or any of the SellerSeller-Related Parties or any ERISA Affiliate shall have incurred any joint and several liability to the Internal Revenue Service or the Department of Labor, or any of the SellerSeller-Related Parties shall have incurred any other liability to the Internal Revenue Service or the Department of Labor, in excess of $20,000,000 with respect to any Plan; or any Reportable

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Event that the PurchaserAdministrative Agent may determine in good faith could reasonably be expected to constitute grounds for the termination of any Plan by the Pension Benefit Guaranty Corporation, for the appointment by the appropriate United States District Court of a trustee to administer any Plan or for the imposition of withdrawal liability with respect to a Multiemployer Plan, and which, in any such case, could reasonably be expected to result in liability to any of the SellerSeller-Related Parties or any ERISA Affiliate in excess of $20,000,000, shall have occurred and be continuing 30 days after written notice to such effect shall have been given to the Servicer and the PurchaserAdministrative Agent; provided, however, that no Amortization Event shall be deemed to have occurred under this paragraph unless such event or events describe in this paragraph (either individually or together) with any other such event or events, could reasonably be expected to have a Material Adverse Effect.

(l)       Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any Material Part of the Assets of the Servicer and its Subsidiaries.

(m)       As at the end of any calendar month:

(i)          the average of the Delinquency Ratios for the three months then most recently ended shall exceed 6.0%;

(ii)         the average of the Default Ratios for the three months then most recently ended shall exceed 7.0%; or

(iii)        the average of the Dilution Ratios for the three months then most recently ended shall exceed 5.0%.

(n)      Either (i) the “Termination Date” under and as defined in the Sale Agreement shall occur or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement, provided, however, that upon thirty (30) days’ prior written notice, any Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (or otherwise sold all or substantially all of its Assets to) another Originator.

(o)        The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder.

(p)       The Internal Revenue Service shall file notice of a lien with respect to an amount in excess of $1,000,000 pursuant to Section 6323 of the Code with regard to any of the Receivables or Related Security and such lien shall not have been released or fully-secured with cash pledged to Seller (and collaterally assigned to the PurchaserAdministrative Agent pursuant to this Agreement) within thirty (30) days.

(q)        The Pension Benefit Guaranty Corporation shall file notice of a lien with respect to an amount in excess of $1,000,000 pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such Lien shall not have been released or fully-secured with cash pledged to Seller (and collaterally assigned to the PurchaserAdministrative Agent for the Ratable benefit

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of the Purchasers pursuant to this Agreement) within thirty (30) days.

Section 7.2  Remedies.¶ Upon the occurrence and during the continuation of an Amortization Event, the PurchaserAdministrative Agent for the Ratable benefit of the Purchasers may take any of the following actions: (i) upon notice to the SellerSeller-Related Parties, declare the Amortization Date to have occurred, whereupon Cash Investments shall cease and the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each SellerSeller-Related Party; provided, however, that upon the occurrence of an Amortization Event described in Section 7.1(g) or 7.1(h), the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each SellerSeller-Related Party, (ii) deliver the Collection Notices, and (iii) if any Aggregate Unpaids remain outstanding thirty (30) days after the occurrence of the Amortization Date, unless a SellerSeller-Related Party has already done so, notify Obligors of the Purchaser’sAdministrative Agent’s interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the PurchaserAdministrative Agent otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. For the avoidance of doubt, the occurrence of the Amortization Date shall result in the termination of Cash Investments under this Agreement, and, although it may change the handling and application of Collections pursuant to Article II, shall not accelerate or permit the PurchaserAdministrative Agent to accelerate, the due date for any amount payable under any Receivable or under the Transaction Documents.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.1   Appointment and Authority¶. Each Credit Party hereby irrevocably appoints PNC Bank, National Association to act on its behalf as the Administrative Agent hereunder and under the other Transaction Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Credit Parties, and the Seller-Related Parties shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Transaction Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties.

Section 8.2     Rights as a Purchaser.¶ The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Purchaser as any other Purchaser and may exercise the same as though it were not the Administrative Agent, and the term “Purchaser” or “Purchasers” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Seller-Related Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Administrative Agent.

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Section 8.3      Exculpatory Provisions¶.

(a)        The Administrative Agent shall not have any duties or obligations except those expressly specified herein and in the other Transaction Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)         shall not be subject to any fiduciary or other implied duties, regardless of whether a Potential Amortization Event or Amortization Event has occurred and is continuing;

(ii)      shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Required Purchasers (or such other number or percentage of the Administrative Agent as shall be expressly provided for herein or in the other Transaction Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Purchaser in violation of any Debtor Relief Law; and

(iii)       shall not, except as expressly specified herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Seller-Related Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)        The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Purchasers (or such other number or percentage of the Purchasers as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 12.1 and 7.2), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Potential Amortization Event or Amortization Event unless and until notice describing such Potential Amortization Event or Amortization Event is given to the Administrative Agent in writing by any Seller-Related Party or a Purchaser.

(c)       The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions specified herein or therein or the occurrence of any Potential Amortization Event or Amortization Event, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document, or (v) the satisfaction of any condition precedent to a Cash Investment or Reinvestment, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 8.4      Reliance by Administrative Agent¶. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet

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website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Cash Investment, that by its terms must be fulfilled to the satisfaction of a Credit Party, the Administrative Agent may presume that such condition is satisfactory to such Credit Party unless the Administrative Agent shall have received notice to the contrary from such Credit Party prior to the making of such Cash Investment. The Administrative Agent may consult with legal counsel (who may be counsel for the Seller), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.5     Delegation of Duties¶. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the financing facility contemplated hereby as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 8.6      Resignation of Administrative Agent¶.

(a)         The Administrative Agent may at any time give notice of its resignation to the Credit Parties and the Seller. Upon receipt of any such notice of resignation, the Required Purchasers shall have the right, in consultation with the Seller (so long as no Potential Amortization Event or Amortization Event has occurred and is continuing), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Purchasers) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Credit Parties, appoint a successor Administrative Agent meeting the qualifications specified above; provided that in no event shall any such successor Administrative Agent be a Defaulting Purchaser. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)      If the Person serving as Administrative Agent is a Defaulting Purchaser pursuant to clause (d) of the definition thereof, the Required Purchasers may, to the extent permitted by applicable Law, by notice in writing to the Seller and such Person remove such Person as Administrative Agent and, in consultation with the Seller, appoint a successor. If no such successor shall have been so appointed by the Required Purchasers and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Purchasers) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

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(c)        With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Secured Parties under any of the Transaction Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Credit Party directly, until such time, if any, as the Required Purchasers appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents. The fees payable by the Seller to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Seller and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Transaction Documents, the provisions of this Article VIII, Article XI and Section 12.6 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Section 8.7      Non-Reliance on Administrative Agent and Other Purchasers¶. Each Credit Party acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Purchaser or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Purchaser or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Transaction Document or any related agreement or any document furnished hereunder or thereunder. Each Purchaser represents and warrants that (i) the Transaction Documents set forth the terms of a commercial lending facility and certain other facilities as set forth herein and (ii) it is engaged in making, acquiring or holding commercial loans or providing other similar facilities in the ordinary course and is entering into this Agreement as a Purchaser for the purpose of making, acquiring or holding commercial loans and providing other facilities as set forth herein and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Purchaser agrees not to assert a claim in contravention of the foregoing. Each Purchaser represents and warrants that it is sophisticated with respect to decisions to make, acquire or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Purchaser, and either it, or the Person exercising discretion in making its decision to make, acquire or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding commercial loans or providing such other facilities.

Section 8.8    No Other Duties, Etc..¶ Anything herein to the contrary notwithstanding, none of the bookrunners or arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Transaction Documents, except in its capacity, as applicable, as the Administrative Agent or a Purchaser hereunder.

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Section 8.9      Administrative Agent May File Proofs of Claim¶. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Seller-Related Party, the Administrative Agent (irrespective of whether any Capital or other Seller Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Seller) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)       to file and prove a claim for the whole amount of the Capital and Discount owing and unpaid in respect of any Cash Investment or Reinvestment and all other Seller Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Credit Parties and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Credit Parties and the Administrative Agent and their respective agents and counsel and all other amounts due the Credit Parties and the Administrative Agent) allowed in such judicial proceeding; and

(b)      to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Credit Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Credit Party, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent.

Section 8.10    Collateral Matters¶.

(a)      Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Transaction Document (x) upon the Final Payout Date, (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Transaction Documents, or (z) subject to Section 12.1, if approved, authorized or ratified in writing by the Required Purchasers.

Upon request by the Administrative Agent at any time, the Required Purchasers will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of Collateral or other property pursuant to this Section.

(b)      The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Seller-Related Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Purchasers for any failure to monitor or maintain any portion of the Collateral.

Section 8.11  No Reliance on Administrative Agent’s Customer Identification Program.¶ Each Credit Party acknowledges and agrees that neither such Credit Party, nor any of its Affiliates, participants or assignees, may rely on the Administrative Agent to carry out such Credit Party’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed

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under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Money Laundering Law, any Anti-Corruption Law or any International Trade Law, including any programs involving any of the following items relating to or in connection with any of the Seller-Related Parties, their Affiliates or their agents, the Transaction Documents or the transactions hereunder or contemplated hereby: (i) any identity verification procedures, (ii) any recordkeeping, (iii) comparisons with government lists, (iv) customer notices or (v) other procedures required under the CIP Regulations or such other applicable Laws.

Section 8.12     Certain ERISA Matters¶.

(a)       Each Purchaser (x) represents and warrants, as of the date such Person became a Purchaser party hereto, to, and (y) covenants, from the date such Person became a Purchaser party hereto to the date such Person ceases being a Purchaser party hereto, for the benefit of, the Administrative Agent and the Structuring Agent and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of any Seller-Related Party, that at least one of the following is and will be true:

(i)        such Purchaser is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Purchaser’s entrance into, participation in, administration of and performance of the Cash Investments, the Commitments or this Agreement,

(ii)        the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Purchaser’s entrance into, participation in, administration of and performance of the Cash Investments, the Commitments and this Agreement,

(iii)       (A) such Purchaser is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Purchaser to enter into, participate in, administer and perform the Cash Investments, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Cash Investments, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Purchaser, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Purchaser’s entrance into, participation in, administration of and performance of the Cash Investments, the Commitments and this Agreement, or

(iv)       such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Purchaser.

(b)        In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a)  is true with respect to a Purchaser or (2) a Purchaser has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Purchaser further (x) represents and warrants, as of the date such Person became a Purchaser party hereto, to, and

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(y) covenants, from the date such Person became a Purchaser party hereto to the date such Person ceases being a Purchaser party hereto, for the benefit of, the Administrative Agent and the Structuring Agent and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of any Seller-Related Party, that none of the Administrative Agent or the Structuring Agent or any of their respective Affiliates is a fiduciary with respect to the assets of such Purchaser involved in such Purchaser’s entrance into, participation in, administration of and performance of the Cash Investments, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Transaction Document or any documents related hereto or thereto).

Section 8.13     Erroneous Payments.¶

(a)        If the Administrative Agent notifies a Credit Party or other Secured Party, or any Person who has received funds on behalf of a Credit Party or other Secured Party (any Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Credit Party, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Credit Party or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)        Without limiting immediately preceding clause (a), each Credit Party or other Secured Party, or any Person who has received funds on behalf of a Credit Party or other Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Credit Party or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)        (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the

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contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)        such Credit Party or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.13(b).