{"id":42589,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/multicurrency-receivables-transfer-agreement-storage-technology.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"multicurrency-receivables-transfer-agreement-storage-technology","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/multicurrency-receivables-transfer-agreement-storage-technology.html","title":{"rendered":"Multicurrency Receivables Transfer Agreement &#8211; Storage Technology Corp. and Bank of America NT&#038;SA"},"content":{"rendered":"<pre>\n                         MULTICURRENCY\n                 RECEIVABLES TRANSFER AGREEMENT\n\n                  DATED AS OF JANUARY 29, 1996\n\n                            BETWEEN\n\n                 STORAGE TECHNOLOGY CORPORATION\n\n           AS TRANSFEROR AND INITIAL SERVICING AGENT\n\n                              AND\n\n     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION\n\n                         AS TRANSFEREE\n\n\n                       TABLE OF CONTENTS\n\n                                                             Page\n\n                           ARTICLE I\n                     TRANSFERS AND PAYMENTS\n\n1.01  Agreement to Transfer and Acquire                         2\n1.02  Procedures for Designation and Transfer                   2\n1.03  Purchase Price Calculation                               10\n1.04  Payment; Discount; Assignment Certificate                12\n1.05  Facility Limit                                           13\n1.06  Voluntary Termination of Facility; Reduction of\n      Facility Limit or Base Foreign Currency Amount           13\n1.07  Termination Date; Extension of Termination Date          14\n1.08  Early Termination or Reduction Payments                  14\n1.09  Reductions of Base Foreign Currency Amount below\n      Letter of Credit Amount.                                 17\n1.10  No Assumption                                            17\n\n                           ARTICLE II\n                    COLLECTIONS; SETTLEMENT\n\n2.01  Deemed Collections; Substitution of Receivables          17\n2.02  Treatment of Collections and Deemed Collections;\n      Reconveyance                                             18\n2.03  Settlement Procedures                                    19\n2.04  Settlement of Forward Contracts                          20\n2.05  Netting of Payments on Certain Settlement Dates          20\n2.06  Drawings on Letter of Credit                             21\n2.07  Payments and Computations, Etc                           22\n\n                          ARTICLE III\n                   FEES AND YIELD PROTECTION\n\n3.01  Fees                                                     22\n3.02  Yield Protection                                         22\n3.03  Inability to Determine Eurodollar Rate; Failure to\n      Specify Settlement Date                                  23\n3.04  Funding Losses                                           24\n3.05  Taxes, Etc                                               25\n3.06  Set-off                                                  26\n\n                           ARTICLE IV\n           CONDITIONS TO EFFECTIVENESS AND TRANSFERS\n\n4.01  Conditions Precedent to Effectiveness                    26\n4.02  Conditions Precedent to each Supplement                  27\n4.03  Conditions Precedent to All Transfers                    27\n\n                          ARTICLE V\n                 REPRESENTATIONS AND WARRANTIES\n\n5.01  Representations and Warranties of Transferor             28\n\n                          ARTICLE VI\n                GENERAL COVENANTS OF TRANSFEROR\n\n6.01  Affirmative Covenants of Transferor                      31\n6.02  Negative Covenants of Transferor                         35\n6.03  Grant of Security Interest                               35\n\n                          ARTICLE VII\n                 ADMINISTRATION AND COLLECTION\n\n7.01  Designation of the Servicing Agent                       36\n7.02  Duties of the Servicing Agent                            36\n7.03  Rights of Transferee                                     37\n7.04  Responsibilities of Transferor                           39\n\n                          ARTICLE VIII\n                       TERMINATION EVENTS\n\n8.01  Termination Events                                       40\n8.02  Remedies                                                 43\n8.03  Drawing on Letter of Credit                              44\n\n                          ARTICLE IX\n                  INDEMNIFICATION; EXCULPATION\n\n9.01  Indemnities by Transferor                                45\n9.02  Exculpation                                              46\n\n                           ARTICLE X\n                           GUARANTEE\n10.01  Guarantee                                               46\n10.02  Waivers                                                 47\n10.03  No Impairment                                           47\n10.04  Waiver of Resort                                        47\n10.05  Reinstatement                                           48\n10.06  Subrogation, Waivers, Etc                               48\n\n                           ARTICLE XI\n                         MISCELLANEOUS\n\n11.01  Amendments, Waivers, Etc                                49\n11.02  Notices, Etc                                            50\n11.03  Binding Effect; Assignability; Survival of Provisions   50\n11.04  Governing Law                                           50\n11.05  Costs, Expenses and Taxes                               51\n11.06  Execution in Counterparts                               51\n11.07  Confidentiality                                         52\n11.08  Release                                                 54\n11.09  Severability of Provisions                              54\n11.10  Conflict in Agreement Documents.                        54\n11.11  Legal Representation of Parties.                        54\n11.12  Recording.                                              54\n11.13  Judgments                                               55\n11.14  Submission to Jurisdiction                              55\n11.15  Integration                                             55\n11.16  Waiver of Jury Trial                                    55\n\n                 LIST OF SCHEDULES AND EXHIBITS\n\n\nSCHEDULE I             Definitions\n\nSCHEDULE II            Determination Dates\n\nEXHIBIT 1.02(b)        Form of Supplement\n\nEXHIBIT 1.02(f)        Form of Deficiency Certificate\n\nEXHIBIT 1.04(d)        Form of Assignment Certificate\n\nEXHIBIT 1.07(c)        Form of Amendment\n\nEXHIBIT 2.02(b)-1      Form of Request for Reconveyance\n\nEXHIBIT 2.02(b)-2      Form of Reconveyance by Transferee\n\nEXHIBIT 4.01(d)        Form of Opinion of Counsel for Transferor\n\nEXHIBIT 4.03(b)        Form of Letter of Credit\n\nEXHIBIT 4.03(c)        List of UCC Filing Jurisdictions\n\nEXHIBIT 4.03(e)        Form of Officer's Certificate\n\nEXHIBIT 5.01(d)        Schedule of Litigation\n\nEXHIBIT 5.01(h)        List of Names Used by Transferor\n\n     THIS MULTICURRENCY RECEIVABLES TRANSFER AGREEMENT (this \"Agreement\"),\ndated as of January 29, 1996 is between STORAGE TECHNOLOGY CORPORATION, a\nDelaware corporation, as Transferor (\"Transferor\") and initial Servicing\nAgent, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a\nnational banking association (\"Transferee\").\n\n                           RECITALS\n\n     A.   Transferor now owns, or from time to time hereafter will own,\ncertain Receivables generated in the ordinary course of its business which\nTransferor wishes to transfer to Transferee.\n\n     B.   Transferee has agreed to acquire such Receivables and certain\nRelated Assets from Transferor on the terms and conditions set forth in\nthis Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and the mutual\nagreements herein contained, the parties hereto agree as follows:\n\n                DEFINITIONS AND RELATED MATTERS\n\n     In this Agreement, unless otherwise specified:\n\n          (a)  capitalized terms, \"currency\", and \"foreign currency\" are\n     used as defined in Schedule I;\n\n          (b)  accounting terms shall be interpreted, and accounting\n     determinations and computations made, in accordance with GAAP;\n\n          (c)  terms defined in Article 9 of the California UCC and not\n     otherwise defined herein are used as defined in such Article 9;\n\n          (d)  references to any Article, Section, Exhibit or Schedule\n     refer to such Article or Section of, or Exhibit or Schedule to, this\n     Agreement, and references in any Article, Section or definition to\n     any subsection or clause refer to such subsection or clause of such\n     Article, Section or definition;\n\n          (e)  \"herein\", \"hereof\", \"hereto\", \"hereunder\" and similar terms\n     refer to this Agreement as a whole and not to any particular Section,\n     paragraph or provision of this Agreement;\n\n          (f)  \"including\" means including without limitation, and other\n     forms of the verb \"to include\" have correlative meanings;\n\n          (g)  for purposes of calculating interest, any fee, discount or\n     any other amount accrued over a period of time, the first day of such\n     period shall be included and the last day excluded;\n\n          (h)  a reference to any Person includes such Person's successors\n     and assigns, unless such successors and assigns are not permitted by\n     this Agreement and reference to a Person in a particular capacity\n     excludes such Person in any other capacity or individually;\n\n          (i)  a reference to any law, rule or regulation refers to such\n     law, rule or regulation as amended from time to time and includes any\n     successor law, rule or regulation; and\n\n          (j)  captions are solely for convenience of reference and shall\n     not affect the meaning of this Agreement.\n\n\n                           ARTICLE I\n                     TRANSFERS AND PAYMENTS\n\n     SECTION 1.01   Agreement to Transfer and Acquire.  On the terms and\nconditions hereinafter set forth, from time to time on each Transfer Date\noccurring on or prior to the Termination Date, Transferor agrees to\nassign, transfer and convey to Transferee, and Transferee agrees to\nacquire from Transferor: (a) all of Transferor's right, title and interest\nin, to and under an aggregate amount of Eligible Receivables having a\nDollar Equivalent Balance equal to the Required Dollar Receivables Amount\nfor such Transfer Date; (b) all Collections with respect to such\nReceivables; and (c) all proceeds of any of the foregoing.  The items\nlisted above in clauses (b) and (c) are herein collectively called the\n\"Related Assets.\"  The Receivables and the Related Assets transferred or\nto be transferred on a Transfer Date are herein collectively called the\n\"Transferred Assets\".  Title to the Transferred Assets which are\ntransferred on any Transfer Date will pass to Transferee on such Transfer\nDate.\n\n     SECTION 1.02   Procedures for Designation and Transfer.\n\n     (a)  Certain Definitions.  As used herein:\n\n          (i)  \"Determination Date\" means each date set forth in\n     Schedule II hereto, as in effect from time to time, or, if any such\n     date is not a Business Day, the immediately preceding Business Day.\n\n          (ii) \"Transfer Date\" means each date designated in any\n     Supplement as a Transfer Date.  No Transfer Date shall fall less than\n     four Eurodollar Business Days after the immediately preceding\n     Determination Date.  Not more than twelve Transfer Dates may fall in\n     any twelve-month period.\n\n          (iii)     \"LIBOR Fixing Date\" means, with respect to any\n     Transfer Date, the third Eurodollar Business Day preceding such\n     Transfer Date.\n\n          (iv) \"Settlement Date\" means with respect to any Transfer Date,\n     the Business Day specified by Transferor as the Settlement Date for\n     such Transfer Date in the notice delivered by Transferor pursuant to\n     Section 1.02(d), or, if no such notice is given, in the applicable\n     Assignment Certificate, provided, that no Settlement Date may fall\n     later than the earlier of (A) 50 days after the applicable Transfer\n     Date and (B) the next succeeding Transfer Date.  Each Settlement Date\n     shall be a Eurodollar Business Day.\n\n     (b)  Supplements.\n\n          (i)  Each agreement by the parties to make one or more Transfers\n     hereunder shall be made pursuant to a supplement to this Agreement (a\n     \"Supplement\") entered into by the parties hereto from time to time\n     prior to the third Business Day before the last Determination Date\n     which falls prior to the then Scheduled Termination Date, in\n     substantially the form of Exhibit 1.02(b), specifying therein:\n\n               (A)  each Transfer Date to occur pursuant to such\n     Supplement,\n\n                    (B)  the aggregate amount, expressed in the applicable\n          foreign currencies, which will be used to calculate the Required\n          Dollar Receivables Amount pursuant to Section 1.02(c) in order\n          to determine the aggregate amount of Receivables that Transferee\n          is to acquire on such Transfer Date (each such amount of a\n          particular foreign currency for a particular Transfer Date being\n          herein called a \"Base Foreign Currency Amount\"),\n\n                    (C)  the total Purchase Price in Dollars that\n          Transferee is to pay Transferor on such Transfer Date for the\n          Transferred Assets to be acquired on such Transfer Date, and\n\n                    (D)  the Dollar portion of such total Purchase Price\n          which is allocable to each Base Foreign Currency Amount for such\n          Transfer Date (each an \"Allocated Purchase Price\").\n\n          (ii) If the Transferor wishes to enter into a Supplement,\n     Transferor will deliver to Transferee by facsimile at the address\n     specified in Section 11.02 a proposed Supplement, showing in the\n     spaces provided the Transfer Dates and the applicable Base Foreign\n     Currency Amounts requested by Transferor.  Following Transferee's\n     receipt of such proposed Supplement, Transferee will consult with\n     Transferor and will notify Transferor of the Allocated Purchase Price\n     which Transferee is prepared to pay on each applicable Transfer Date\n     in respect of each Base Foreign Currency Amount shown on such\n     Supplement, and the total Purchase Price in Dollars which Transferee\n     is prepared to pay on each such Transfer Date.  Such Allocated\n     Purchase Prices will be determined by Transferee in good faith based\n     on market conditions.  If Transferee and Transferor agree to each\n     such Allocated Purchase Price and total Purchase Price, they will\n     enter into a Supplement reflecting such agreement.  Neither\n     Transferor nor Transferee will have any obligation to agree to any\n     proposed Allocated Purchase Price or total Purchase Price.\n     Transferee will have no obligation to notify Transferor of any\n     Allocated Purchase Price for any Base Foreign Currency Amount\n     proposed by Transferor if Transferee informs Transferor that such\n     Base Foreign Currency Amount is not freely available and commercially\n     transferable in the relevant amount at such time or for any other\n     relevant period.\n\n          (iii)     Notwithstanding anything contained herein to the\n     contrary,\n\n                    (A)  Transferor shall not be obligated to enter into\n          any Supplement at any time prior to any agreement by Transferor\n          and Transferee of the terms and provisions thereof; and\n\n                    (B)  Transferee shall not be obligated to enter into\n          any Supplement:\n\n                              (1)  if Transferee and Transferor have not\n               agreed to any Allocated Purchase Price or total Purchase\n               Price applicable to such Supplement;\n\n                              (2)  if the total Purchase Price for any\n               Transfer Date would exceed the Facility Limit, or if the\n               latest Transfer Date under such Supplement would fall after\n               the Scheduled Termination Date;\n\n                              (3)  at any time when any Carryforward\n               Amount is outstanding; or\n\n                              (4)  if any of the conditions precedent to\n               such Supplement specified in Section 4.02 have not been\n               met.\n\n     (c)  Determination Date - Calculation of Required Dollar Receivables\nAmount.  On each Determination Date, the Transferee will after\nconsultation with Transferor determine the Required Dollar Receivables\nAmount applicable to the Transfer Date which immediately follows such\nDetermination Date.  The \"Required Dollar Receivables Amount\" applicable\nto any Transfer Date shall in all cases be denominated in Dollars and\nequal the sum of the separate Dollar amounts which would result from the\nconversion of each Base Foreign Currency Amount shown on the applicable\nSupplement for such Transfer Date into Dollars at a rate of exchange for\neach applicable currency, for value on such Transfer Date, which is\ndetermined by Transferee in good faith on the Determination Date based on\nmarket conditions (each a \"Determination Date Exchange Rate\").  While\nTransferee will consult with Transferor in determining such rates of\nexchange and the Required Dollar Receivables Amount, any determination by\nTransferee of any Determination Date Exchange Rate or any Required Dollar\nReceivables Amount shall be conclusive and binding on the parties for all\npurposes.\n\n     (d)  LIBOR Fixing Date - Specification of Settlement Date and\nDiscount.\n\n          (i)  On each LIBOR Fixing Date, no later than 10:00 a.m.,\n     San Francisco time, Transferor will notify Transferee in writing of\n     (A) the Settlement Date which will be applicable to the Transfer Date\n     which immediately follows such LIBOR Fixing Date and (B) whether the\n     Transferred Receivables Amount on such Transfer Date will be equal to\n     the Required Dollar Receivables Amount, or whether it will furnish a\n     Deficiency Certificate to Transferee.  If the Transferor notifies the\n     Transferee of the applicable Settlement Date and that such\n     Transferred Receivables Amount will be equal to the Required Dollar\n     Receivables Amount, the Transferee will calculate the Discount which\n     will be applicable to the Purchase Price which is payable by\n     Transferee on such Transfer Date pursuant to Section 1.04, and will\n     notify Transferor of such Discount.  Such Discount will be calculated\n     in Dollars, regardless of the currencies of the Receivables which are\n     sold to Transferee on such Transfer Date.  If Transferor indicates\n     that it will furnish a Deficiency Certificate, Transferor will notify\n     Transferee in reasonable detail what ineligible Receivables may be\n     available for Transfer on the Transfer Date.\n\n          (ii) In the absence of any such notification pursuant to clause\n     (i), (A) the Settlement Date for such Transfer Date will be the date\n     specified in the Assignment Certificate which is delivered on the\n     applicable Transfer Date, and (B) the Purchase Price or Reduced\n     Purchase Price shall not be discounted, but instead the Transferor\n     will pay the Transferee yield based on the Reference Rate, as\n     provided in Section 3.03.\n\n     (e)  Specification of Currencies and Amounts of Receivables to be\nTransferred; Forward Contracts.\n\n          (i)  On any Transfer Date, Transferor may transfer Receivables\n     to Transferee which are denominated either in Dollars or in other\n     currencies listed in Annex 1 to Exhibit 1.02(b) (as in effect from\n     time to time), provided that the aggregate amounts of the Receivables\n     so transferred shall be equal to the amounts required by this\n     Agreement.\n\n          (ii) No later than 3:00 p.m. San Francisco time on the Business\n     Day immediately preceding any Transfer Date, Transferor will give\n     written notice to Transferee specifying (A) the aggregate amount of\n     Dollar denominated Receivables which will be transferred on such\n     Transfer Date as well as (B) the currencies and amounts of foreign\n     currency denominated Receivables to be transferred on such Transfer\n     Date.  Each such currency must be either Dollars or a currency listed\n     in Annex 1 to Exhibit 1.02(b), but such currencies are not required\n     to be the same currencies as the applicable Base Foreign Currency\n     Amounts, provided, that no Receivables to be transferred may be\n     denominated in any currency which the Transferee in its discretion\n     has determined may not be freely available and commercially\n     transferable in the relevant amount and for the relevant times and\n     periods.  If Transferor does not timely give such notice, Transferor\n     will be deemed on such date to have requested that all Base Foreign\n     Currency Amounts applicable to such Transfer Date be reduced to zero,\n     and the parties will be obligated to make Early Termination Payments\n     in respect of such reduction, calculated as provided in Section 1.08.\n     In addition, Transferor will be obligated to make any payments\n     required by Section 3.04 in respect of such reductions.\n\n          (iii)     If Transferee has received timely notice from\n     Transferor that all or some of the Receivables to be transferred on\n     any Transfer Date will be denominated in currencies other than\n     Dollars, then, on the Business Date immediately preceding such\n     Transfer Date:\n\n                    (A)  Transferor will allocate the Required Dollar\n          Receivables Amount applicable to such Transfer Date between (1)\n          the Receivables, if any, which will be transferred on such\n          Transfer Date and which are denominated in Dollars, and (2) the\n          foreign currency Receivables which will be so transferred.  The\n          portion of the Required Dollar Receivables Amount which is\n          allocable to such Dollar-denominated Receivables shall be equal\n          to the aggregate Unpaid Balance of such Dollar-denominated\n          Receivables.  The remainder of the Required Dollar Receivables\n          Amount, which shall be denominated in Dollars (the \"Required\n          Foreign Currency Allocation\"), shall be allocated to the\n          Transferred Receivables denominated in foreign currencies, taken\n          as a whole.\n\n                    (B)  Transferor and Transferee will enter into forward\n          contracts with respect to each foreign currency in which any of\n          such Transferred Receivables are denominated, at rates\n          determined by Transferee in good faith based on market\n          conditions for value on the applicable Settlement Date, pursuant\n          to which, on such Settlement Date, (1) Transferor will deliver\n          to Transferee an aggregate amount of Dollars equal to the\n          Required Foreign Currency Allocation and (2) Transferee will\n          deliver to Transferor (subject to payment of such amounts by the\n          Obligors and\/or Transferor as guarantor under Article X) amounts\n          in the foreign currencies in which the Transferred Receivables\n          are denominated.\n\n                    (C)  Following the entry by Transferor and Transferee\n          into the forward contracts described in clause (B), the\n          aggregate amount of the foreign-currency denominated Receivables\n          which the Transferor will be required to transfer to Transferee\n          on such Transfer Date will be adjusted (whether increased or\n          decreased) to be equal to the amounts of such foreign currencies\n          which Transferee is to deliver to Transferor on the applicable\n          Settlement Dates pursuant to such forward contracts.  The amount\n          of the Dollar-denominated Receivables to be transferred on such\n          Transfer Date (if any), the aggregate Purchase Price (or Reduced\n          Purchase Price, calculated according to Section 1.03(b), as\n          applicable) to be paid by Transferee to Transferor, and the\n          Discount applicable to such Purchase Price or Reduced Purchase\n          Price shall all remain unchanged.\n\n                    (D)  If Transferor and Transferee fail for any reason\n          to enter into the forward contracts specified in clause (B) on\n          the Business Day immediately preceding any Transfer Date, they\n          will be deemed for all purposes hereof (without further action)\n          to have entered into forward contracts on such Business Day\n          pursuant to which, on the applicable Settlement Date:\n\n                              (1)  Transferee delivers to Transferor an\n               amount in each foreign currency in which Transferred\n               Receivables are denominated equal to the aggregate amount\n               of the Transferred Receivables denominated in such currency\n               which were transferred on the applicable Transfer Date,\n               subject to payment of such amounts to Transferee on the\n               applicable Settlement Date by the Obligors and\/or\n               Transferor as guarantor under Article X; and\n\n                              (2)  Transferor will pay to Transferee an\n               aggregate amount in Dollars equal to the Required Foreign\n               Currency Allocation.\n\n                    In the event that the parties are deemed to (but do\n          not actually) enter into forward contracts on any Transfer Date\n          pursuant to this clause (D), no adjustment will be made to the\n          amount of foreign currency denominated Receivables which are\n          required to be transferred on such Transfer Date.\n\n                    (E)  The exchange rates at which forward contracts are\n          entered into pursuant to clause (B), or are deemed to be entered\n          into pursuant to clause (D) are called the \"Transfer Exchange\n          Rates\".\n\n                    (F)  All forward contracts which are entered into\n          pursuant to clause (B) or deemed to be entered into pursuant to\n          clause (D) shall be settled as provided in Section 2.04.  All\n          such settlements shall be subject to the terms of Section\n          1.02(h), so that on each Settlement Date Transferor will be\n          obligated to pay to Transferee in Dollars the Transferred\n          Receivables Amount applicable to such Settlement Date.\n          Following such payment, Transferor and Transferee shall have no\n          further obligations under such forward contracts which have\n          value dates falling on such Settlement Date.\n\n     (f)  Delivery of Deficiency Certificate.\n\n          (i)  The execution and delivery of any Supplement shall obligate\n     Transferor to transfer to Transferee, on each Transfer Date specified\n     therein, Eligible Receivables having an aggregate Dollar Equivalent\n     Balance equal to the Required Dollar Receivables Amount applicable to\n     such Transfer Date.  However, if, prior to 10:00 a.m. San Francisco\n     time on any Transfer Date, Transferor furnishes Transferee with a\n     certificate of Transferor's chief financial officer, treasurer, or\n     assistant treasurer in the form of Exhibit 1.02(f) (a \"Deficiency\n     Certificate\"), stating that the aggregate Dollar Equivalent Balance\n     of all Eligible Receivables which will be owned by Transferor on such\n     Transfer Date (after Transferor has used its best efforts to cause\n     its Subsidiaries to sell their respective Receivables to Transferor)\n     will be less than the Required Dollar Receivables Amount for such\n     Transfer Date, then Transferor will only be required to transfer\n     Eligible Receivables on such Transfer Date to the extent of the\n     Eligible Receivables owned by Transferor on such Transfer Date,\n     provided that Transferee may in its sole discretion require\n     Transferor to transfer ineligible Receivables on any Transfer Date,\n     if owned by Transferor or any of its Subsidiaries, up to the amount\n     of the applicable deficiency.  Transferor will cooperate in good\n     faith with Transferee in order to identify ineligible Receivables for\n     possible transfer to Transferee pursuant to the foregoing proviso.\n\n          (ii) If Transferor does not deliver a Deficiency Certificate to\n     Transferee prior to 10:00 a.m. San Francisco time on any Transfer\n     Date, Transferor will be deemed to have warranted and covenanted that\n     on such Transfer Date Transferor will transfer Eligible Receivables\n     to Transferee which have an aggregate Dollar Equivalent Balance equal\n     to the Required Dollar Receivables Amount.\n\n          (iii)     The parties agree that the fact that Eligible\n     Receivables or ineligible Receivables are or may be owned by a\n     Subsidiary of Transferor and\/or are or may be subject to an Adverse\n     Claim shall not relieve Transferor from its obligation to transfer\n     such Eligible Receivables or ineligible Receivables hereunder on any\n     Transfer Date.  Transferor expressly agrees that it (A) will use its\n     best efforts to cause its Subsidiaries to sell Receivables to it, and\n     (B) will cause any Adverse Claim on Eligible Receivables or\n     ineligible Receivables to be released, in each case to the extent\n     necessary to enable the Transferor to transfer Eligible Receivables\n     (or to the extent permitted by Transferee, ineligible Receivables) on\n     each Transfer Date in an aggregate Dollar Equivalent Balance equal to\n     the Required Dollar Receivables Amount applicable thereto.\n     Transferor may not issue any Deficiency Certificate if it is unable\n     to transfer Receivables hereunder because of any Adverse Claims or\n     because such Receivables are owned by any Subsidiary of Transferor\n     (unless, in the case of Receivables owned by any such Subsidiary,\n     Transferor has used its best efforts to cause such Subsidiary to\n     transfer such Receivables to Transferor but has nevertheless been\n     unable to do so) and no such inability may give rise to any\n     Carryforward Amount.\n\n          (iv) Nothing herein shall restrict Transferor from reducing any\n     Base Foreign Currency Amount applicable to any Transfer Date in\n     accordance with Section 1.06(b), whether or not Transferor has\n     available Eligible Receivables or ineligible Receivables to be\n     transferred hereunder, provided that Transferor shall make all\n     payments required by Section 1.08 in connection with such reduction.\n\n          (v)  Unless otherwise permitted by Transferee in its sole\n     discretion, no Deficiency Certificate may be delivered, and no\n     Carryforward Amount may be created or continue to exist, following\n     any Change in Control or Early Termination.  On each Transfer Date\n     following any Change of Control, Transferor will be required to\n     Transfer to Transferee Eligible Receivables having an aggregate\n     Dollar Equivalent Balance equal to the Required Dollar Receivables\n     Amount for such Transfer Date.  If Transferor fails for any reason to\n     Transfer Eligible Receivables in such Dollar Equivalent Balance on\n     such Transfer Date, the parties will make payments to each other, as\n     applicable, calculated as set forth in Section 3.04(b).  In addition,\n     promptly following any Change in Control or Early Termination,\n     Transferor will on demand pay to Transferee in Dollars in immediately\n     available funds (x) the sum of all the amounts by which: (A) all\n     Carryforward Amounts then in effect exceed (B) the Reduced Purchase\n     Prices that would be applicable thereto (determined as set forth in\n     the last sentence of Section 1.04(c)), plus (y) the aggregate of the\n     Deferral Compensation Amounts applicable to such Carryforward Amounts\n     that are accrued and unpaid at the date of such payment.  If the\n     amounts described in clause (x)(B) exceed the amounts described in\n     clause (x)(A), Transferee will on demand pay the excess to\n     Transferor.\n\n     (g)  Transfer of Senior Undivided Interests in Receivables.  In order\nto permit Transferor to transfer Eligible Receivables with an aggregate\nDollar Equivalent Balance which precisely equals the applicable Required\nDollar Receivables Amount (or any lesser amount of Receivables permitted\npursuant to Section 1.02(f)), Transferor may transfer to Transferee senior\nundivided interests in one or more Eligible Receivables (or, if permitted\nby Transferee, ineligible Receivables), in each case in a specified Dollar\namount, to the extent necessary to cause the Transferred Receivables\nAmount to equal precisely the Required Dollar Receivables Amount (or any\nsuch permitted lesser amount).  Each such senior undivided interest and\nthe related Receivable shall be described in the Assignment Certificate\nwhich is delivered in respect of such Transfer Date.  All Collections in\nrespect of such Receivables and the Related Assets in which Transferor\ntransfers such a senior undivided interest shall be applied first to\nTransferee's senior undivided interests therein prior to any such\napplication to the residual interest of Transferor therein.  Transferor\nwarrants and covenants to Transferee that the Unpaid Balance and Dollar\nEquivalent Balance of each Receivable which (or a senior undivided\ninterest in which) is transferred to Transferee will equal or exceed the\nUnpaid Balance and Dollar Equivalent Balance of such Receivable which is\nshown on the applicable Assignment Certificate as having been transferred\nto Transferee.\n\n     (h)  Payment in Dollars by Transferor.  Notwithstanding anything in\nthis Agreement, or in any forward contract which is or is deemed to be\nentered into pursuant to this Agreement, and notwithstanding that all or\nsome of the Receivables which may be transferred hereunder may be\ndenominated in foreign currencies, it is of the essence under this\nAgreement that all amounts payable to Transferee hereunder or in respect\nof any Transferred Receivables shall be payable in Dollars, so that on\neach Settlement Date, after giving effect to all Collections and deemed\nCollections of Transferred Receivables, all payments by Transferor\npursuant to the guarantee set forth in Article X, and all payments by\nTransferor in respect of any forward contracts which are or are deemed to\nbe entered into by Transferor or Transferee pursuant to this agreement,\nTransferor (whether as Servicing Agent, Guarantor, forward contract\ncounterparty or otherwise) will pay to Transferee in Dollars in\nimmediately available funds the Transferred Receivables Amount applicable\nto such Settlement Date.\n\n     SECTION 1.03   Purchase Price Calculation.\n\n     (a)  Payment of Purchase Price.  On the terms and conditions hereof,\non each Transfer Date, in consideration for the Transfer to Transferee of\nTransferred Assets on such Transfer Date pursuant to Section 1.01,\nTransferee shall pay to Transferor in Dollars in immediately available\nfunds (i) the Purchase Price which is specified for such Transfer Date in\nthe applicable Supplement, as such Supplement may be amended from time to\ntime in accordance with Section 1.06 or (ii) if applicable, the Reduced\nPurchase Price calculated pursuant to Section 1.03(b), in either case,\nminus any applicable Discount.\n\n     (b)  Calculation of Reduced Purchase Price.\n\n          (i)  The \"Dollar Equivalent Balance\" of (A) any Dollar\n     denominated Receivable shall mean the Unpaid Balance thereof, and (B)\n     any foreign currency denominated Receivable shall mean the Dollar\n     amount obtained by converting the Unpaid Balance thereof into Dollars\n     at the Transfer Exchange Rate.\n\n          (ii) The aggregate Dollar Equivalent Balance of Receivables\n     transferred to Transferee on any Transfer Date is herein called the\n     \"Transferred Receivables Amount\".  If the Transferred Receivables\n     Amount on any Transfer Date is less than the Required Dollar\n     Receivables Amount applicable thereto, the total Purchase Price\n     specified in the related Supplement that is to be paid on such\n     Transfer Date shall be reduced to an amount (the \"Reduced Purchase\n     Price\") equal to the product of (x) such total Purchase Price,\n     multiplied by (y) a fraction, the numerator of which is the\n     Transferred Receivables Amount on such Transfer Date and the\n     denominator of which is the Required Dollar Receivables Amount for\n     such Transfer Date.\n\n     (c)  Carryforward Amount.  If Transferor furnishes a proper\nDeficiency Certificate to Transferee, the difference between (x) the\nRequired Dollar Receivables Amount for the relevant Transfer Date and (y)\nthe Transferred Receivables Amount for such Transfer Date (such difference\nbeing herein called the \"Carryforward Amount\") shall, at the sole option\nof Transferee, be added to the Required Dollar Receivables Amount for each\nsubsequent Transfer Date (if any) until Transferee has acquired Eligible\nReceivables (or, if required by Transferee, ineligible Receivables) on\nsuch subsequent Transfer Dates having an aggregate Dollar Equivalent\nBalance that exceeds the original Required Dollar Receivables Amount for\neach such subsequent Transfer Date by an aggregate amount equal to such\nCarryforward Amount.  The procedures described in the preceding sentence\nshall be applied on each Transfer Date on which the then Transferred\nReceivables Amount is less than the Required Dollar Receivables Amount.\nIf all Transfer Dates specified in all effective Supplements have\noccurred, and any Carryforward Amount shall continue to be outstanding,\nthe Transferee may, in its sole option, require Transferor to designate\nfurther Determination Dates (and related Transfer Dates), occurring at not\nmore than 40-day intervals, until Receivables having aggregate Dollar\nEquivalent Balances equal to each outstanding Carryforward Amount have\nbeen transferred to Transferee.  In the absence of such designation by\nTransferor, Transferee may specify such Determination Dates and Transfer\nDates.  Transferee may in its sole discretion at any time cancel or reduce\nany Carryforward Amount which may then be in effect.  Each Carryforward\nAmount shall be calculated separately, and the Transfer Exchange Rates\napplicable to any Receivables which are transferred to reduce such\nCarryforward Amount shall be calculated in the same manner as for other\nReceivables which are transferred on any Transfer Date.  The Reduced\nPurchase Price paid for Receivables which are transferred to reduce any\nCarryforward Amount shall be calculated as set forth in clause (b) based\non the original Purchase Price which was payable on the original Transfer\nDate from which such Carryforward Amount arose, and the original Required\nReceivables Amount applicable thereto.\n\n     (d)  Deferral Compensation Amount.  For each day during the period\nfrom the Transfer Date on which a Carryforward Amount is created until the\nTransfer Date on which Receivables having an aggregate Dollar Equivalent\nBalance equal to such Carryforward Amount have been transferred to\nTransferee pursuant to Section 1.03(c), Transferor shall pay to Transferee\non the last Business Day of each calendar month an additional amount in\nrespect of each then-outstanding Carryforward Amount (such additional\namount being herein called the \"Deferral Compensation Amount\") equal to\nthe product of (x) the amount of such outstanding Carryforward Amount on\nsuch day, multiplied by (y) a percentage equal to the sum of the Reference\nRate in effect on such day plus 2.0% per annum.\n\n     SECTION 1.04   Payment; Discount; Assignment Certificate.   On each\nTransfer Date, Transferee shall, upon satisfaction of the applicable\nconditions set forth in Article IV, make available to Transferor the\namount of the Purchase Price or Reduced Purchase Price (as applicable) to\nbe paid to Transferor on such Transfer Date, discounted and adjusted as\nfollows:\n\n     (a)  On each Transfer Date, Transferee will determine the Transferred\nReceivables Amount.\n\n     (b)  Transferee will calculate the discount (the \"Discount\") on such\nTransferred Receivables Amount for the period from such Transfer Date to\nthe corresponding Settlement Date (the \"Discount Period\") as follows:\n\n\n              Discount = TRA x (ERRA + .50%) x DP\n                         ------------------------\n                                   360\n\n\n               WHERE:\n\n          TRA  =    such Transferred Receivables Amount;\n\n          ERRA =    the Eurodollar Rate (Reserve Adjusted)\n                    for the applicable Discount Period; and\n\n          DP   =    the number of days in such Discount\n                    Period.\n\n     (c)  On such Transfer Date, (A) Transferee will pay to Transferor by\n11:30 a.m. (San Francisco time) the Purchase Price or Reduced Purchase\nPrice, as applicable, in each case in Dollars, minus in each case the\namount of the Discount calculated pursuant to clause (b), and (B)\nconcurrently with such payment, Transferor will transfer the Transferred\nAssets applicable to such Transfer Date to Transferee.\n\n     (d)  Prior to 10:00 a.m. (San Francisco time) on such Transfer Date,\nTransferor will deliver to Transferee a duly completed Assignment\nCertificate in the form of Exhibit 1.04(d) hereto (an \"Assignment\nCertificate\").  Such Assignment Certificate may be delivered by facsimile,\nfollowed promptly by an original, provided, that such facsimile shall be\nbinding and effective for all purposes.  No Assignment Certificate shall\nbe required to specify the invoice numbers or dates or maturities of\nTransferred Receivables, but may instead show such Transferred Receivables\nin aggregate by Obligor, currency and Dollar Equivalent Balance for each\ncurrency.  Transferor will make available to Transferee on request the\nprecise details of each Transferred Receivable.  Transferor warrants that\nthe aggregate amounts of Transferred Receivables (by Obligor, currency and\nDollar Equivalent Balance) will be as shown on the applicable Assignment\nCertificate.  Each Transferred Receivables Amount will be based on such\naggregate amounts, and Transferee may draw on the Letter of Credit as\nprovided in Section 2.06(a) if it is not paid the Transferred Receivables\nAmount which is due on any Settlement Date, regardless of whether such\naggregate amounts correctly reflect any Transferred Receivables.\n\n     SECTION 1.05   Facility Limit.  Transferee shall not be obligated to\nacquire any Transferred Assets on any Transfer Date to the extent that,\nafter giving effect to such Transfer, the Aggregate Net Investment at such\ndate would exceed the Facility Limit.  Any outstanding Carryforward Amount\nshall continue to be carried forward to the extent that transfer of\nReceivables in respect thereof would result in such excess.\n\n     SECTION 1.06   Voluntary Termination of Facility; Reduction of\nFacility Limit or Base Foreign Currency Amount.  (a)  Transferor may, upon\nat least five days' (or ten days' in the case of a reduction to zero)\nprior irrevocable written notice to Transferee, reduce (including to zero)\nthe Facility Limit, provided that the Facility Limit may not at any time\nbe reduced to an amount that is less than the sum of the Aggregate Net\nInvestment plus any outstanding Carryforward Amount at such time.  If\nTransferor requests any reduction in the Facility Limit below the\naggregate Purchase Price then in effect for any Transfer Date which has\nnot yet occurred, Transferor will specify those Base Foreign Currency\nAmounts applicable to such Transfer Date which Transferor wishes to reduce\nin connection with such reduction in the Facility Limit.\n\n     (b)  In addition, Transferor may by irrevocable written notice which\nis received by Transferee no later than 10:00 a.m. San Francisco time on\nany Transfer Date, reduce (including to zero) any Base Foreign Currency\nAmount applicable to such Transfer Date, without reducing the Facility\nLimit.\n\n     (c)  Any reduction in any Base Foreign Currency Amount for any\nTransfer Date, whether in connection with a permanent reduction in the\nFacility Limit or pursuant to Section 1.06(b), shall correspondingly\nreduce the Required Dollar Receivables Amount applicable to such Transfer\nDate, as calculated pursuant to Section 1.02(c).  The parties will\npromptly amend the applicable Supplement to reflect any such reduction.\n\n     (d)  Each partial reduction of the Facility Limit pursuant to\nSection 1.06(a) shall be in an amount equal to $1,000,000 or an integral\nmultiple thereof.\n\n     (e)  In the event of any termination of the Facility, or any\nreduction of the Facility Limit or of any Base Foreign Currency Amount\napplicable to any Transfer Date, the parties shall make the Early\nTermination Payments specified in Section 1.08.\n\n     SECTION 1.07   Termination Date; Extension of Termination Date.\n(a) The \"Termination Date\" shall be the earliest to occur of\n(i) January 24, 1997 (the \"Scheduled Termination Date\"), (ii) the\nSettlement Date immediately following the date of a termination of the\nFacility in whole pursuant to Section 1.06(a), (iii) the date so declared\npursuant to Section 8.02, and (iv) the date that occurs automatically\npursuant to Section 8.02.\n\n     (b)  On any date which is not more than ten calendar months prior to\nthe then current Scheduled Termination Date, Transferor, by written notice\nto Transferee, may request that the Scheduled Termination Date be extended\nto a date which falls no more than 364 days from the date such extension\nbecomes effective.  Transferor may not make any such request more than\nonce in any calendar quarter.  Any such request shall be accompanied or\npreceded by a proposed revised Schedule II hereto, showing the proposed\nadditional Determination Dates which Transferor desires to make applicable\nduring the period of the requested extension.  No such proposal shall\nmodify the Transfer Dates or Base Foreign Currency Amounts which are shown\non any Supplement which is then in effect.  Transferee will use reasonable\nefforts to notify Transferor in writing, on or before the date which is 30\ndays after the receipt by Transferee of such request from Transferor, as\nto whether Transferee will consent to such extension and, if Transferee\ndoes consent to such extension in writing, the conditions of such consent\n(including conditions relating to legal documentation).  If Transferee\nshall notify Transferor that it does not consent to such extension or if\nTransferee fails to notify the Transferor in writing of its consent to\nsuch request within such 30 day period, Transferee shall be deemed to have\nnot consented to such request and the Scheduled Termination Date shall not\nbe so extended.  Transferor acknowledges and agrees that the granting of\nany such request shall be in the sole and absolute discretion of\nTransferee.\n\n     (c)  If Transferee is willing, in its sole discretion, to extend the\nScheduled Termination Date as so requested by Transferor, the parties will\nenter into an amendment hereto in the form of Exhibit 1.07(c), including\nan amendment to Schedule II (collectively, an \"Amendment\"), to effect such\nextension.\n\n     SECTION 1.08   Early Termination or Reduction Payments.  (a) If the\nTermination Date occurs prior to the Scheduled Termination Date (such\noccurrence being herein called an \"Early Termination\"), then the rights\nand obligations of Transferor to transfer, and the rights and obligations\nof Transferee to acquire, Transferred Assets shall terminate and be\ndischarged in full with respect to all Transfer Dates that have not\noccurred prior to the Termination Date, provided that Transferee may still\nrequire Transferor to transfer Receivables to Transferee after any\nTermination Date in respect of any Carryforward Amount, as provided in\nSection 1.03(c).\n\n     (b)  Upon the occurrence of (x) an Early Termination, (y) reduction\n(in whole or in part) of the Facility Limit pursuant to Section 1.06(a),\nor (z) reduction (in whole or in part) of any Base Foreign Currency Amount\napplicable to any Transfer Date pursuant to Section 1.06(b), Transferor\nshall pay to Transferee or Transferee shall pay to Transferor (as\napplicable) at the times provided below amounts calculated as follows\n(each an  \"Early Termination Payment\"):\n\n          (i)  The date on which an Early Termination occurs and the\n     effective date of any such reduction of the Facility Limit or of any\n     applicable Base Foreign Currency Amount are herein each called an\n     \"Early Termination Date\".\n\n          (ii) In the case of a reduction (in part) of the Facility Limit\n     pursuant to Section 1.06(a), or a reduction (in whole or in part) of\n     any Base Foreign Currency Amount pursuant to Section 1.06(b),\n     Transferor will notify Transferee in writing, no later than\n     10:00 a.m. San Francisco time on the effective date of any such\n     reduction, of the amounts, Base Foreign Currency Amounts and Transfer\n     Dates to which Transferor wishes such reduction to apply.\n\n          (iii)  In the case of any Early Termination or any reduction\n     of the Facility Limit or any Base Foreign Currency Amount, for each\n     Base Foreign Currency Amount applicable to any Transfer Date which is\n     to be reduced, Transferee will determine a fraction (the \"Reduction\n     Fraction\"), (A) the numerator of which is the amount of such\n     reduction expressed in the applicable currency, and (B) the\n     denominator of which is the applicable Base Foreign Currency Amount\n     immediately prior to such reduction.  In the case of a reduction to\n     zero of any Base Foreign Currency Amount for any Transfer Date, or if\n     an Early Termination shall occur, the applicable Reduction Fraction\n     shall be one.\n\n          (iv) As used in this Section 1.08, for any Base Foreign Currency\n     Amount which is to be reduced, including as a result of an Early\n     Termination,\n\n                    (A)  the term \"Pro-Rata Base Foreign Currency Amount\"\n          means such Base Foreign Currency Amount, multiplied by the\n          applicable Reduction Fraction; and\n\n                    (B)  the term \"Pro-Rata Purchase Price\" means (1) the\n          Allocated Purchase Price applicable to such Base Foreign\n          Currency Amount and Transfer Date as set forth in the related\n          Supplement, multiplied by (2) the Reduction Fraction.\n\n          (v)  Transferee will calculate the gross Dollar amount which it\n     would pay if it entered into forward contracts on the Early\n     Termination Date for purchase by Transferee for Dollars of all the\n     Pro-Rata Base Foreign Currency Amounts for each Transfer Date, in\n     each case with value dates which are the same as such Transfer Date\n     and using rates determined by Transferee in good faith based on\n     market conditions, provided, that if such Early Termination or\n     reduction of the Facility Limit or any Base Foreign Currency Amount\n     falls after the Determination Date which is applicable to any\n     Transfer Date, the rates used by Transferee shall be the\n     Determination Date Exchange Rates applicable to such Determination\n     Date.\n\n          (vi) Transferee will calculate the sum of all the Dollar amounts\n     calculated in clause (v) which would be payable with respect to each\n     Transfer Date.\n\n          (vii)     If such aggregate Dollar amounts are greater than the\n     sum of the applicable Pro-Rata Purchase Prices applicable to such\n     Transfer Dates, (A) in the case of any Early Termination, or if any\n     Termination Event or Unmatured Termination Event shall be continuing,\n     Transferor will pay to Transferee, within two Business Days after any\n     demand therefor, the discounted present value of the excess,\n     discounted from the applicable Transfer Dates described in\n     clause (v), to the date on which such amount is paid at the\n     Eurodollar Rate, and (B) in the case of any other reduction of the\n     Facility Limit or any Base Foreign Currency Amount, Transferor will\n     pay to Transferee the excess in cash, undiscounted, on the applicable\n     Transfer Dates.\n\n          (viii)    If such aggregate Dollar amounts are less than the sum\n     of the applicable Pro-Rata Purchase Prices applicable to such\n     Transfer Dates, (A) in the case of any Early Termination, Transferee\n     will pay to Transferor, within two Business Days after any demand\n     therefor, the discounted present value of the absolute value of the\n     deficiency, discounted from the applicable Transfer Dates described\n     in clause (v), to the date on which such amount is paid at the\n     Eurodollar Rate (Reserve Adjusted), and (B) in the case of any other\n     reduction of the Facility Limit or any Base Foreign Currency Amount,\n     Transferee will pay to Transferor the absolute value of the\n     deficiency in cash, undiscounted, on the applicable Transfer Dates.\n\nTo the extent that payments are to be made by both Transferor and\nTransferee on any day pursuant to this Section 1.08 or Section 3.04(b),\nsuch payments will be netted against each other and only the net amount\nwill be paid by the appropriate party.  If any Termination Event or\nUnmatured Termination Event shall have occurred, or if the Termination\nDate shall have occurred, Transferee will not be obligated to make any\npayment to Transferor pursuant to this Section 1.08 or Section 3.04(b)\nuntil all Transferred Receivables then outstanding, and all other\nObligations then due and owing, have been paid in full and any\nCarryforward Amount has been reduced to zero or cancelled by Transferee.\nTransferee agrees to pay Transferor interest on any amounts owing by\nTransferee to Transferor which are not paid pursuant to the preceding\nsentence, for the period from (A) the applicable Transfer Dates from which\nsuch amounts are discounted or on which such amounts are payable, as the\ncase may be, to (B) the dates such amounts are paid, at the Federal Funds\nRate from time to time in effect.\n\n     SECTION 1.09   Reductions of Base Foreign Currency Amount below\nLetter of Credit Amount.  In the event that, for any reason the amount\navailable to be drawn under the Letter of Credit on any Transfer Date is\nless than the Required L\/C Amount applicable to such Transfer Date,\nTransferor will specify in writing Base Foreign Currency Amounts\napplicable to such Transfer Date which Transferor wishes to reduce, so\nthat, following such reduction, the amount available to be drawn under the\nLetter of Credit will be equal to or greater than the Required L\/C Amount\napplicable to such Transfer Date.  If the Transferee has not received any\nsuch notice from Transferor prior to 10:00 a.m. San Francisco time on such\nTransfer Date, Transferee may select such Base Foreign Currency Amounts,\nwhich selection shall be conclusive and binding on Transferor for all\npurposes.  Following any such selection, such Base Foreign Currency\nAmounts shall be so reduced, and the parties will make the payments\nrequired by Section 1.08 in respect of such reduction.\n\n     SECTION 1.10   No Assumption.  Transferee shall not have any\nobligation or liability with respect to any Transferred Assets or any\nagreements, Contracts, Records, or other documents related to any\nTransferred Receivable, nor shall Transferee have any obligation or\nliability to any Obligor or other customer or client of Transferor\n(including any obligation to perform any of the obligations of Transferor\nor any of its Subsidiaries under any such Transferred Assets or related\nagreements or other documents).  No such obligation or liability is\nintended to be assumed, and any such assumption is expressly disclaimed.\n\n                                ARTICLE II\n                          COLLECTIONS; SETTLEMENT\n\n     SECTION 2.01   Deemed Collections; Substitution of Receivables.  (a)\nDeemed Collections.  If on any day the Unpaid Balance of any Transferred\nReceivable (i) is reduced as a result of any defective, rejected or\nreturned services or goods, any cash discount, or any adjustment by\nTransferor or any Affiliate of Transferor, (ii) is reduced on account of\nany offsetting account payable of Transferor or any of its Affiliates to\nan Obligor (whether such offsetting account payable arises out of the same\nor a related or an unrelated transaction), (iii) is reduced or cancelled\nas a result of a setoff in respect of any claim by, or defense or credit\nof, the Obligor thereof against Transferor or any Affiliate of Transferor\n(whether such claim, defense or credit arises out of the same or a related\nor an unrelated transaction), or (iv) is reduced on account of the\nobligation of Transferor to pay to the related Obligor any rebate or\nrefund, then Transferor shall be deemed to have received on such day a\nCollection of such Transferred Receivable in the amount of such reduction\nor cancellation.  If on any day (x) any of the representations or\nwarranties of Transferor set forth in Section 5.01(f) is no longer true\nwith respect to a Transferred Receivable, or (y) any Transferred\nReceivable shall become a Defaulted Receivable or is not paid in full on\nthe due date thereof, Transferor shall be deemed to have received on such\nday a Collection of such Transferred Receivable in the full amount of such\nTransferred Receivable.\n\n     (b)  Substitution of Receivables.  If any Transferred Receivable\nshall prove to be an ineligible Receivable as of the applicable Transfer\nDate, or shall prove to be subject to any Adverse Claim, then, on or\nbefore the applicable Settlement Date, on written notice to the Transferee\ndescribing the circumstances thereof in reasonable detail, Transferor may\nsubstitute for such Transferred Receivables other Eligible Receivables\nwhich have an aggregate Dollar Equivalent Balance equal to such\nTransferred Receivables.  If Transferor wishes to substitute any such\nEligible Receivables it will, prior to the applicable Settlement Date,\ndeliver to Transferee a duly completed Assignment Certificate listing such\nsubstitute Receivables.  On receipt of such Assignment Certificate,\nTransferee shall reassign to Transferor without recourse, representation\nor warranty of any kind, and free and clear of any Adverse Claim created\nby Transferee, the Receivables for which such new Receivables are\nsubstituted.  Any new Receivables so substituted must be Eligible\nReceivables.  Notwithstanding anything else contained herein, no such\nsubstitution shall relieve the Transferor from its obligations hereunder\nand under any forward contracts entered into or deemed entered into\npursuant to Section 1.03 to ensure that on the applicable Settlement Date\nthe Transferee receives payment in cash in Dollars of the Transferred\nReceivables Amount.\n\n    SECTION 2.02   Treatment of Collections and Deemed Collections;\nReconveyance.\n\n     (a)  Treatment.  Transferor shall, after Transferor's receipt or\ndeemed receipt of any Collections in respect of Transferred Assets,\ndeliver to the Servicing Agent an amount equal to all such Collections on\nor before the applicable Settlement Date.  The Servicing Agent shall hold\nor distribute all deemed Collections in respect of Transferred Assets to\nthe same extent as if Collections in such amount had actually been\nreceived on such day.  Prior to the occurrence of a Termination Event or\nan Unmatured Termination Event, Transferor may commingle Collections in\nrespect of Transferred Assets with other funds of Transferor.  Following\nthe occurrence, and during the continuance, of a Termination Event or an\nUnmatured Termination Event, so long as Transferor shall hold any\nCollections or deemed Collections required to be paid to Transferee or to\nthe Servicing Agent (to be held by the Servicing Agent in trust for\nTransferee), it shall hold such Collections in trust and, if there shall\nalso exist a Termination Event or Unmatured Termination Event under\nSection 8.01(f) or 8.01(m), separate and apart from its own funds, and\nshall clearly mark its records to reflect such trust.\n\n     (b)  Reconveyance.  Upon payment by Transferor or the Servicing Agent\nto Transferee of the Transferred Receivables Amount which is payable to\nTransferee on any Settlement Date, together with all yield payable thereon\npursuant to Section 3.03 and all interest payable thereon pursuant to\nSection 2.07 (or following receipt by Transferee of all such amounts as a\nresult of any drawing by Transferee on the Letter of Credit) Transferee\nmay, and shall promptly, upon receipt of a request from Transferor in the\nform of Exhibit 2.02(b)-1, reconvey Transferee's right, title and\ninterest, if any, in, to and under the Transferred Receivables (and any\nproceeds thereof that have not been paid to Transferee) to which such\nSettlement Date applies to Transferor by means of an instrument or other\ndocument of reconveyance in the form of Exhibit 2.02(b)-2, which\nreconveyance by Transferee shall be without recourse, representation or\nwarranty, and free and clear of any Adverse Claim created by Transferee.\n\n     SECTION 2.03   Settlement Procedures.  (a) Prior to the occurrence of\na Termination Event or an Unmatured Termination Event, the Servicing Agent\nmay commingle Collections in respect of the Transferred Assets with other\nfunds of the Servicing Agent.  Following the occurrence, and during the\ncontinuance, of a Termination Event or an Unmatured Termination Event, on\neach Business Day, the Servicing Agent shall hold in trust for Transferee\nall Collections received or deemed received on such day in respect of the\nTransferred Assets and, if there shall also exist a Termination Event or\nUnmatured Termination Event under Section 8.01(f) or 8.01(m), shall set\naside and deposit all such Collections, within one Business Day after the\nServicing Agent's receipt thereof, to the Transferee Account.  No funds\nother than Collections of Transferred Assets shall be deposited into the\nTransferee Account and only Transferee or the Servicing Agent, as the\nagent of Transferee, shall be entitled to make withdrawals from the\nTransferee Account.\n\n     (b)  At the opening of business on each Settlement Date, the\nServicing Agent shall determine the amount of Collections received or\ndeemed received in respect of the Transferred Assets acquired by\nTransferee from the immediately preceding Transfer Date to such Settlement\nDate and shall pay such amount to Transferee (less any such amount\nServicing Agent has already paid to Transferee).  If the aggregate amount\nof such Collections is less than the aggregate Transferred Receivables\nAmount specified in the Assignment Certificate relating to such\nTransferred Assets, then on such Settlement Date Transferor shall pay the\namount of such difference to Transferee by wire transfer of immediately\navailable funds to the Transferee Account, together with all yield, if\nany, payable pursuant to Section 3.03.\n\n     (c)  Notwithstanding anything herein to the contrary, the obligations\nof Transferor hereunder shall not be considered reduced by any\ndistribution of any portion of Collections or other payment to Transferee\nif at any time such distribution or other payment is rescinded or must\notherwise be returned for any reason.\n\n     (d)  Transferee is entitled to 100% of all Collections and other\nproceeds in respect of the Transferred Assets until Transferee shall have\nrecovered the Transferred Receivables Amount specified in the Assignment\nCertificate relating to such Transferred Assets and shall have received\nall other amounts then payable to Transferee pursuant to the Agreement\nDocuments.  Transferor is entitled on each Settlement Date to be paid, by\nthe Servicing Agent, any residual Collections of Receivables (as well as\nearnings on Collections of Transferred Assets which accrued prior to such\nSettlement Dates) after all amounts payable to Transferee pursuant to the\nfirst sentence of this Section 2.03(d) have been paid.  On the first\nBusiness Day following the Termination Date on which all Obligations have\nbeen finally and fully paid in Dollars and performed, and Transferee has\nreceived payment in full in Dollars of all Transferred Receivables Amounts\nin respect of all Transferred Assets, the Servicing Agent shall pay to\nTransferor any remaining Collections and other proceeds of Transferred\nAssets then held by the Servicing Agent, and thereafter, except to the\nextent provided otherwise in Section 2.03(c), Transferee shall cease to\nhave any interest in any Transferred Assets.  If Transferee is paid any\namounts in excess of the amounts owed to it under this Agreement, it will\npromptly refund such excess to Transferor at Transferor's written request,\naccompanied by supporting calculations in reasonable detail, together with\ninterest on such excess, from the date of the excess payment to the date\nsuch excess payment is refunded to Transferor, at the Federal Funds Rate.\n\n     SECTION 2.04   Settlement of Forward Contracts.  On each Settlement\nDate, if any of the Transferred Receivables relating to such Settlement\nDate are denominated in foreign currencies, the Servicing Agent shall:\n\n     (a)  hold all Collections and deemed Collections on such foreign\ncurrency Receivables in trust for Transferee;\n\n     (b)  demand payment from Transferor (and Transferor agrees that it\nwill pay to Servicing Agent on such demand) the amount of any such foreign\ncurrency Receivables which have not been paid by the Obligor thereof prior\nto such Settlement Date, and hold any such payment in trust for\nTransferee;\n\n     (c)  deliver all such foreign currency amounts to Transferor against\npayment of the Required Foreign Currency Allocation which is payable by\nTransferor pursuant to all forward contracts which were entered into or\ndeemed entered into pursuant to Section 1.02(e); and\n\n     (d)  pay such Required Foreign Currency Allocation to Transferee in\nDollars in immediately available funds.\n\n     SECTION 2.05   Netting of Payments on Certain Settlement Dates.  If\nany Settlement Date is also a Transfer Date, then, provided that all\nconditions precedent to any Transfer to be made on such date have been\nfulfilled prior to 10:00 a.m. (San Francisco time) on such date, (a)\nTransferee will calculate the total amounts payable by Transferor and\nServicing Agent in respect of such Settlement Date and by Transferee in\nrespect of such Transfer Date, (b) such payments will be netted against\neach other, and (c) only the net amount will be paid by the appropriate\nparty on such date.  However, if by such time on such date any condition\nprecedent to the Transfer and payment of the Purchase Price or Reduced\nPurchase Price applicable thereto has not been fulfilled (including non-\nreceipt by Transferee of any properly completed and executed Assignment\nCertificate or other document required hereby) then no such netting will\nbe permitted and Transferor and Servicing Agent will be required to pay\nTransferee on such Settlement Date the full amount payable by Transferor\nand Servicing Agent in respect of such Settlement Date.  Failure to pay\nsuch full amount within three Business Days after such Settlement Date\nshall constitute a Termination Event under Section 8.01(a)(i)(A) of this\nAgreement.\n\n     SECTION 2.06   Drawings on Letter of Credit.  (a) If for any reason\nTransferee has not been paid in cash in Dollars on any Settlement Date, by\nServicing Agent or Transferor, the entire Transferred Receivables Amount\napplicable to such Settlement Date together with yield, if any, payable\npursuant to Section 3.03, then, on the fourth Business Day following such\nSettlement Date and at any time thereafter, Transferee may (but shall not\nbe required to) draw on the Letter of Credit for the full amount due on\nsuch Settlement Date which remains unpaid, together with interest thereon\nat the rate specified in Section 2.07.\n\n     (b)  If on the Termination Date any Carryforward Amount is\noutstanding, the Transferee may draw on the Letter of Credit for the full\nundrawn amount thereof or any lesser amount determined by Transferee in\nits discretion.  Transferee shall deposit the proceeds of any such drawing\nin an account of and in the name of Transferee.  Transferee will pay\ninterest on the amount in such account from time to time at the Federal\nFunds Rate, which interest shall be payable in arrears on the last\nBusiness Day of each calendar month and shall be deposited in such\naccount.  Transferee may from time to time withdraw funds from such\naccount (including accrued interest deposited therein) to pay (A) any\nDeferral Compensation Amount which has not been paid when due hereunder,\n(B) any amounts due on any Settlement Date in respect of Transferred\nReceivables which are from time to time transferred to reduce any\noutstanding Carryforward Amount, (C) yield, if any, payable pursuant to\nSection 3.03, and (D) any interest payable pursuant to Section 2.07.  When\nall Obligations have been paid in full in cash and all Carryforward\nAmounts have been reduced to zero or cancelled, Transferee will transfer\nthe balance remaining in such account to Transferor.\n\n     (c)  If any Termination Event or Unmatured Termination Event under\nSection 8.01(f) shall occur with respect to Transferor at any time prior\nto the expiration of the Letter of Credit, Transferee may draw on the\nLetter of Credit for the full undrawn amount thereof or any lesser amount\ndetermined by Transferee in its discretion.  Transferee shall deposit the\nproceeds of any such drawing in an account of and in the name of\nTransferee.  Transferee will pay interest on the amount in such account\nfrom time to time at the Federal Funds Rate, which interest shall be\npayable in arrears on the last Business Day of each calendar month and\nshall be deposited in such account.  Transferee may from time to time\nwithdraw funds from such account (including accrued interest deposited\ntherein) and apply such funds to reimburse Transferee for any payment\nwhich previously was made to Transferee hereunder or under any Agreement\nDocument or under any forward contract which is entered into or deemed\nentered into pursuant to Section 1.02(e), if such payment is rescinded or\nmust otherwise be returned by Transferee as a consequence of any\nBankruptcy Event relating to the Transferor.  Transferee will transfer the\nbalance remaining in such account to Transferor upon receipt of a final,\nnon-appealable order of a court of competent jurisdiction that no such\npayments are rescinded or must otherwise be returned by Transferee.\n\n     (d)  Each drawing under the Letter of Credit shall specify whether\nsuch drawing is made pursuant to Section 2.06(a), 2.06(b) or 2.06(c).\nHowever, notwithstanding any such specification, Transferee may in its\ndiscretion retain and use the proceeds of a drawing made pursuant to any\nof said Sections for a purpose specified in any other such Section.\n\n     SECTION 2.07   Payments and Computations, Etc.  All amounts to be\npaid or deposited (A) to or for the account of Transferee by Transferor or\nthe Servicing Agent hereunder or (B) to or for the account of Transferor\nby Transferee hereunder, shall in each case be paid or deposited in\naccordance with the terms hereof no later than 11:30 a.m. (San Francisco\ntime) on the day when due in Dollars in immediately available funds (i) if\nto Transferee, at Account No. 1233183980 at Bank of America National Trust\nand Savings Association, Concord, California and (ii) if to Transferor, at\nAccount No. 4191706 at Harris Trust and Savings Bank, Chicago, Illinois.\nTransferor or the Servicing Agent, as applicable, shall pay to Transferee\ninterest on all amounts not paid or deposited when due (without giving\neffect to any grace period) until paid or deposited in full at 2% per\nannum above the Reference Rate from time to time in effect, payable on\ndemand; provided, that such interest rate shall not at any time exceed the\nmaximum rate permitted by applicable law.  Interest, Discount and all fees\nhereunder shall be made on the basis of a year of 360 days for the actual\nnumber of days elapsed.\n\n\n                                ARTICLE III\n                         FEES AND YIELD PROTECTION\n\n     SECTION 3.01  Fees.  (a) Facility Fee.  From the Initial Closing Date\nuntil the Termination Date, Transferor shall pay to Transferee a facility\nfee (\"Facility Fee\") for each day in such period equal to the excess of\n(i) the Facility Limit over (ii) the Aggregate Net Investment on such day\ntimes .25% divided by 360.  Such Facility Fee shall be paid quarterly in\narrears, on the last Business Day of each calendar quarter and on the\nTermination Date.\n\n     (b)  Structuring Fee.  Transferor shall pay to Transferee a\nstructuring fee of $150,000 payable prior to or on the Initial Closing\nDate.\n\n     SECTION 3.02   Yield Protection.  If (a) Regulation D of the Board of\nGovernors of the Federal Reserve System or (b) any Regulatory Change\noccurring after the date hereof:\n\n          (i)  shall subject any Affected Party to any tax, duty or other\n     charge with respect to its exercise of its rights or performance of\n     its obligations under any Agreement Document, or shall change the\n     basis of taxation of payments to any Affected Party of any amounts\n     payable to it under any Agreement Document (except for changes in the\n     rate of tax on the overall net income of such Affected Party imposed\n     by the jurisdiction in which such Affected Party's principal\n     executive office is located); or\n\n          (ii) shall impose, modify or deem applicable any reserve,\n     special deposit or similar requirement against assets of, or deposits\n     or obligations with or for the account of (or with or for the account\n     of any affiliate of), or credit extended by, any Affected Party; or\n\n          (iii)     shall change the amount of capital maintained or\n     required or requested or directed to be maintained by any Affected\n     Party; or\n\n          (iv) shall impose any other condition affecting any Affected\n     Party in connection with any Agreement Document;\n\nand the result of any of the foregoing is:\n\n          (x)  to increase the cost to (or to impose a cost on) such\n     Affected Party's participating in the transactions contemplated in\n     any Agreement Document,\n\n          (y)  to reduce the amount of any sum received or receivable by\n     such Affected Party under any Agreement Document, or\n\n          (z)  in the sole determination of such Affected Party, to reduce\n     the rate of return on the capital of such Affected Party as a\n     consequence of its obligations arising in connection herewith to a\n     level below that which such Affected Party could otherwise have\n     achieved,\n\nthen upon written notice by the applicable Affected Party to Transferor,\nTransferor shall pay directly to such Affected Party such additional\namount or amounts as will compensate it for such increased cost or such\nreduction.  Such written notice shall include calculations thereof in\nreasonable detail and, in the absence of manifest error, be conclusive and\nbinding upon Transferor.\n\n     SECTION 3.03   Inability to Determine Eurodollar Rate; Failure to\nSpecify Settlement Date.  (a) If Transferee shall have determined in good\nfaith, that: (i) Dollar deposits are not available to banks such as\nTransferee in the London interbank eurodollar market, or (ii) by reason of\ncircumstances affecting the London interbank eurodollar market, adequate\nmeans do not exist for ascertaining the applicable Eurodollar Rate, then,\nTransferee shall promptly so notify Transferor, which determination shall\nbe conclusive and binding on Transferor, and, so long as such\ncircumstances shall continue, no Discount shall be determined or deducted\nfrom the Purchase Price or Reduced Purchase Price of any Transferred\nAssets, pursuant to Section 1.04, but instead the Transferor shall pay\nyield to the Transferee as provided in clause (c) below.\n\n     (b)  In addition, if Transferor shall fail for any reason to notify\nTransferee prior to 10:00 a.m (San Francisco time) on any LIBOR Fixing\nDate of the precise Transferred Receivables Amount and Settlement Date\nwhich will apply to the Receivables to be transferred to Transferee on the\napplicable Transfer Date, the Transferor will be obligated to pay yield on\nthe Transferred Receivables Amount, calculated as provided in clause (c).\n\n     (c)  If any of the circumstances described in clause (a) or (b) above\nare applicable on any Transfer Date, no Discount shall be deducted from\nthe Purchase Price or Reduced Purchase Price payable for the Transferred\nReceivables on such Transfer Date, but instead the Transferor shall pay to\nTransferee on the applicable Settlement Date yield on such Transferred\nReceivables, calculated for each day during the period from such Transfer\nDate to such Settlement Date at a rate per annum equal to the Reference\nRate in effect on such day, multiplied by the Transferred Receivables\nAmount applicable to such Transfer Date.\n\n     SECTION 3.04   Funding Losses.  (a) In the event Transferee shall\nincur any loss or expense (including any loss or expense incurred by\nreason of the liquidation or reemployment of deposits or other funds\nobtained by Transferee in order to fund its acquisition of Transferred\nAssets) as a result of:\n\n          (i)  any termination of the Facility or any reduction of the\n     Facility Limit pursuant to Section 1.06 or the occurrence of an Early\n     Termination or the reduction of any Base Foreign Currency Amount\n     applicable to any Transfer Date pursuant to Section 1.06 or the\n     payment by Transferee of a Reduced Purchase Price pursuant to\n     Section 1.03(c), (in the case of each of the foregoing, to the extent\n     not included in the Early Termination Payments paid pursuant to\n     Section 1.08);\n\n          (ii) any retransfer of Transferred Receivables by Transferee to\n     Transferor made at the request of Transferor prior to the Termination\n     Date, other than pursuant to Section 2.02(b) following any applicable\n     Settlement Date; or\n\n          (iii)     any Transfer not occurring on the applicable Transfer\n     Date specified in the related Supplement in the full amount required\n     hereby as a result of any act or omission of Transferor;\n\nthen, upon written notice by Transferee to Transferor, Transferor shall\npay directly to Transferee such amount as will reimburse Transferee for\nsuch loss or expense.  Such written notice shall include calculations\nthereof in reasonable detail and shall, in the absence of manifest error,\nbe conclusive and binding on Transferor.\n\n     (b)  Without limiting the foregoing, if for any reason Transferor\nfails on any Transfer Date to transfer to Transferee Eligible Receivables\n(or if permitted by Transferee ineligible Receivables) having an aggregate\nDollar Equivalent Balance which is at least equal to the Required Dollar\nReceivables Amount applicable to such Transfer Date (or, but only if\nTransferor has timely delivered to Transferee a Deficiency Certificate in\naccordance with Section 1.02(f), such lesser amount permitted by\nSection 1.02(f)), after giving effect to all reductions in any Base\nForeign Currency Amounts applicable to such Transfer Date which are made\nby Transferor in accordance with Section 1.06, then on such Transfer Date,\nTransferor will pay to Transferee as liquidated damages for Transferee's\nloss of profit on such sale, an amount equal to the excess, if any, of (i)\nthe Required Dollar Receivables Amount (or lesser Dollar Equivalent Amount\npermitted by Section 1.02(f) applicable to such Transfer Date), over (ii)\nthe Purchase Price (or, if a lesser Dollar Equivalent Amount of\nReceivables is permitted to be transferred by Section 1.02(f), the Reduced\nPurchase Price) applicable to such Transfer Date.  Such amounts of damages\nare payable in addition to, but without duplication of, any other amounts\npayable by Transferor hereunder.  If the amount described in clause (ii)\nexceeds the amount described in clause (i), Transferee will pay such\nexcess to Transferor, subject to the last paragraph of Section 1.08(b).\n\n     SECTION 3.05   Taxes, Etc.  Transferor hereby covenants that all\npayments by Transferor to Transferee in respect of any Obligation, and all\npayments by any Obligor in respect of any Transferred Assets, shall be\nmade without any set-off or counterclaim, and free and clear of and\nwithout deduction or withholding for or on account of, any present or\nfuture Taxes now or hereafter imposed on Transferor, Transferee or such\nObligor (as applicable) with respect to such payments by any governmental\nor other authority, except to the extent that such deduction or\nwithholding is compelled by applicable laws, rules or regulations.  As\nused herein, the term \"Taxes\" shall include all excise and other taxes of\nwhatever nature imposed on Transferor, Transferee or such Obligor (as\napplicable) with respect to such payments (other than taxes generally\nassessed on the overall net income of Transferee imposed by the\njurisdiction in which Transferee's principal executive office is located),\nas well as all levies, imposts, duties, charges or fees of whatever\nnature.\n\n     If Transferor or any Obligor is compelled by applicable laws, rules\nor regulations to make any such deduction or withholding, Transferor will:\n\n     (a)  pay (or cause such Obligor to pay) to the relevant authorities\nthe full amount required to be so withheld or deducted;\n\n     (b)  pay to Transferee such additional amounts as may be necessary in\norder that the net amount received by Transferee, after such deduction or\nwithholding (including any required deduction or withholding on such\nadditional amounts) shall equal the amount Transferee would have received\nhad no such deduction or withholding been made; and\n\n     (c)  promptly forward to Transferee an official receipt or other\ndocumentation satisfactory to Transferee evidencing such payment to such\nauthorities.\n\nMoreover, if any Taxes are directly asserted against Transferee with\nrespect to any payment made in respect of any Obligation or Transferred\nAsset, Transferee may pay such Taxes, and Transferor agrees promptly to\npay such additional amount (including, without limitation, any penalties,\ninterest or expenses) as may be necessary in order that the net amount\nreceived by Transferee after the payment of such taxes (including any\nTaxes on such additional amount) shall equal the amount Transferee would\nhave received had no such Taxes been asserted.\n\n     SECTION 3.06   Set-off.  Transferee is hereby authorized upon the\noccurrence of any Termination Event, to appropriate and apply to the\npayment of the Obligations owing to it (whether or not then due), any and\nall balances, credits, deposits, accounts, or moneys of Transferor then or\nthereafter maintained with Transferee.\n\n\n                                ARTICLE IV\n                 CONDITIONS TO EFFECTIVENESS AND TRANSFERS\n\n     SECTION 4.01   Conditions Precedent to Effectiveness.  The\neffectiveness of this Agreement is subject to the condition precedent that\nTransferee shall have received the following, each in form and substance\nsatisfactory to Transferee:\n\n     (a)  Original executed copies of this Agreement;\n\n     (b)  A certificate of the Secretary or an Assistant Secretary of\nTransferor, certifying as to (i) resolutions of Transferor's Board of\nDirectors approving the Agreement Documents and the transactions\ncontemplated therein, and authorizing Transferor to act as initial\nServicing Agent, (ii) the names and true signatures of the officers\nauthorized on its behalf to sign the Agreement Documents to be delivered\nby it hereunder (on which certificate Transferee may conclusively rely\nuntil such time as Transferee shall receive from Transferor a revised\ncertificate), (iii) a true, correct and complete copy of the Certificate\nof Incorporation of Transferor duly filed with the Secretary of State of\nits state of incorporation as in effect on the date of delivery of such\ncertificate, and (iv) a true, correct and complete copy of the Bylaws of\nTransferor as in effect on the date of delivery of such certificate;\n\n     (c)  A good standing certificate for Transferor issued by the\nSecretary of State of its state of incorporation;\n\n     (d)  An opinion of counsel for Transferor, substantially in the form\nof Exhibit 4.01(d);\n\n     (e)  The fees payable to Transferee pursuant to Section 3.01(b),\ntogether with all costs and expenses due and payable pursuant to\nSection 11.05, if then invoiced; and\n\n     (f)  Such other approvals, opinions or documents as Transferee may\nreasonably request.\n\n     SECTION 4.02   Conditions Precedent to each Supplement.  The\nobligation of Transferee to enter into any Supplement shall be subject to\nthe further conditions precedent that on the date of such Supplement the\nfollowing statements shall be true (and Transferor by entering into any\nSupplement, as the case may be, shall be deemed to have certified that):\n\n     (a)  The representations and warranties contained in Section 5.01 are\ncorrect on and as of such day as though made on and as of such day,\n\n     (b)  No Termination Event or Unmatured Termination Event exists or\nwould result from entering into such Supplement,\n\n     (c)  The conditions set forth in Section 1.02(b)(iii) shall be fully\ncomplied with after giving effect to such Supplement, and\n\n     (d)  The Termination Date shall not have occurred.\n\n     SECTION 4.03   Conditions Precedent to All Transfers.  The obligation\nof Transferee to accept any Transfer and pay the Purchase Price or Reduced\nPurchase Price therefor on any Transfer Date shall be subject to the\nfurther conditions precedent that:\n\n     (a)  Transferee shall have received the Assignment Certificate\nspecified in Section 1.04(d), duly completed and executed on behalf of\nTransferor and satisfactory in form and substance to Transferee, from\nTransferor;\n\n     (b)  Transferee shall have received a Letter of Credit, issued by\nBofA for the benefit of Transferee, and otherwise being in the form set\nforth in Exhibit 4.03(b), with insertions in form and substance\nsatisfactory to Transferee (as it may be amended, modified, extended or\nreplaced from time to time with the consent of Transferee, the \"Letter of\nCredit\"), which Letter of Credit (A) shall be in full force and effect,\n(B) shall have an amount available for drawing thereunder of not less than\nthe Required L\/C Amount applicable to such Transfer Date, and (C) shall\nhave an expiry date which is not earlier than the 120th day following the\nSettlement Date applicable to such Transfer Date;\n\n     (c)  In the case of the initial Transfer, Transferee shall have\nreceived executed financing statements (Form UCC-1), naming Transferor as\nthe assignor of Receivables and Related Assets and Transferee as assignee\nthereof, or other similar instruments or documents, as may be necessary or\ndesirable to perfect Transferee's interests in all Transferred Assets in\nform suitable for filing in the jurisdictions set forth in Exhibit\n4.03(c);\n\n     (d)  In the case of the initial Transfer, Transferee shall have\nreceived search reports listing (i) all effective financing statements\nthat name Transferor as debtor or assignor and that are filed in the\njurisdictions in Exhibit 4.03(c), together with (A) copies of any\nfinancing statements which cover any Transferred Assets, and (B) executed\nUCC termination statements, in form suitable for filing, releasing any\nTransferred Assets from such financing statements, and (ii) tax and\njudgment lien searches showing no such liens filed against Transferor in\nsuch jurisdictions;\n\n     (e)  Transferee shall have received a certificate from the chief\nfinancial officer, treasurer or assistant treasurer of Transferor in the\nform of Exhibit 4.03(e) attaching thereto true copies of all certificates\ndelivered to the agent under the Bank Credit Agreement in connection with\nsuch Transfer; and\n\n     (f)  On the date of such Transfer the following statements shall be\ntrue (and Transferor by accepting each payment of Purchase Price or the\nReduced Purchase Price on each Transfer Date, shall be deemed to have\ncertified that):\n\n          (i)  The representations and warranties contained in\n     Section 5.01 are correct on and as of such day as though made on and\n     as of such day,\n\n          (ii) No Termination Event or Unmatured Termination Event\n     (except, if permitted by Section 8.02(e), a Change of Control\n     Termination Event) exists or would result from such Transfer,\n\n          (iii)     After giving effect to such Transfer the Aggregate Net\n     Investment at such time will not exceed the Facility Limit, and\n\n          (iv) The Termination Date shall not have occurred.\n\n\n                                 ARTICLE V\n                      REPRESENTATIONS AND WARRANTIES\n\n     SECTION 5.01   Representations and Warranties of Transferor.\nTransferor represents and warrants as follows:\n\n     (a)  Organization and Good Standing.  Transferor is validly existing\nas a corporation in good standing under the laws of its state of\nincorporation and possesses all necessary licenses and approvals, and is\nduly qualified to do business in each jurisdiction in which the nature of\nits business requires such licenses and approvals to own its properties\nand to conduct its business or in which the failure so to qualify would\nhave a Material Adverse Effect.\n\n     (b)  Power, Authorization and Non-Contravention.  The execution,\ndelivery and performance by Transferor of the Agreement Documents to which\nit is a party (a) are within Transferor's corporate powers, (b) have been\nduly authorized by all necessary corporate action, (c) do not contravene\n(i) Transferor's charter or by-laws, (ii) any contractual restriction\nbinding on or affecting Transferor or any of its property, (except where\nsuch contravention would not give rise to any Material Adverse Effect or\nrender any Agreement Document or the Letter of Credit unenforceable\nagainst the Transferor or its creditors), or (iii) any law, rule,\nregulation, order, judgment, injunction, decree, determination or award\nbinding on or affecting Transferor or its property, (d) do not result in\nthe imposition of any Adverse Claim on any Transferred Assets or any of\nTransferor's other material properties and (e) do not require any\nauthorization, approval or other action by, or notice to or filing with,\nany Governmental Authority or regulatory body or any other Person, except\nfor the filing of the financing statements referred to in Article IV.\n\n     Without limiting the generality of the foregoing, (A) Transferor had\nat all relevant times, and now has, all necessary power, authority and\nlegal right to own Receivables, to transfer, convey and assign Receivables\nand Related Assets, and to incur obligations hereunder, (B) the use of\nfunds obtained by Transferor under this Agreement will not violate any of\nRegulations G, T, U and X of the Federal Reserve Board, (C) Transferor is\nnot an \"investment company\" or a company \"controlled\" by an \"investment\ncompany\" within the meaning of the Investment Company Act of 1940 and (D)\nno transaction contemplated by any Agreement Document requires compliance\nwith, or will be subject to avoidance under, any bulk sales act or similar\nlaw.\n\n     (c)  Valid Transfer; Binding Obligations.  Each Transfer made\npursuant to this Agreement shall constitute a valid conveyance, transfer,\nand assignment of the relevant Receivables and Related Assets with respect\nthereto to Transferee, or (as provided in Section 6.03) the assignment of\na security interest therein (which, to the extent that such property\nconstitutes Receivables or proceeds thereof and the laws of the United\nStates or any political subdivision thereof may be applicable, is a\nperfected first priority security interest), enforceable against creditors\nof, and purchasers from, Transferor; and this Agreement constitutes, and\neach other Agreement Document to which Transferor is a party when duly\nexecuted and delivered will constitute, a legal, valid and binding\nobligation of Transferor enforceable against Transferor in accordance with\nits terms, subject to applicable bankruptcy, reorganization, insolvency,\nmoratorium or similar laws affecting creditors' rights generally and\ngeneral principles of equity.\n\n     (d)  Litigation.  There is no action, suit or proceeding pending or,\nto the best of Transferor's knowledge, threatened in any court or a\ngovernmental department, commission, board, bureau, agency or\ninstrumentality, domestic or foreign, (i) except as set forth on Exhibit\n5.01(d) that relates to Transferor or any of its Subsidiaries or any of\nthe properties of Transferor or any of its Subsidiaries and that, if\nadversely determined, could create a Material Adverse Effect, or (ii) that\nrelates to any aspect of the transactions contemplated by this Agreement.\n\n     (e)  No Material Adverse Effect.  Since September 29, 1995, no event\nor occurrence that individually or in the aggregate is reasonably likely\nto have a Material Adverse Effect has occurred, other than as disclosed on\nTransferor's quarterly report on Form 10-Q dated as of September 29, 1995\nand press releases disseminated by Transferor and made available to\nTransferee prior to the date hereof.\n\n     (f)  Quality of Title.  No Transferred Asset is subject to any\nAdverse Claim except for a security interest in favor of BofA as Agent\nunder the Bank Credit Agreement.  Before each Transfer, each Transferred\nAsset which is or was then to be transferred to Transferee hereunder shall\nbe and has been released from such security interest, so that at the time\nof such Transfer such Transferred Assets shall be and were owned by\nTransferor free and clear of any Adverse Claim.  Whenever Transferee\nacquires or acquired Transferred Assets hereunder, it shall have and has\nacquired and shall continue to have maintained a valid ownership or\nsecurity interest (which, to the extent that such property constitutes\nReceivables or proceeds thereof and the laws of the United States or any\npolitical subdivision thereof may be applicable, is a perfected first\npriority interest) in such Transferred Assets, free and clear of any\nAdverse Claim.  No financing statement or other similar instrument\ncovering any of such Transferred Assets is on file in any recording office\nlisted in Exhibit 4.03(c) hereto except (A) those filed in favor of\nTransferor in accordance with the Contracts (B) any filed in favor of\nTransferee pursuant to this Agreement and (C) any filed in favor of BofA,\nas agent under the Bank Credit Agreement, which financing statements in\nfavor of BofA, as agent, will, prior to any Transfer, provide for the\nrelease of any Transferred Assets.  No Transfer constitutes a fraudulent\ntransfer or fraudulent conveyance under the United States Bankruptcy Code\nor applicable state bankruptcy or insolvency laws or is otherwise void or\nvoidable or subject to subordination under similar laws or principles or\nfor any other reason.\n\n     (g)  Accuracy of Information.  All written information supplied by or\non behalf of Transferor to Transferee for purposes of or in connection\nwith any Agreement Document or any transaction contemplated herein or\ntherein is true, complete and accurate in all material respects and such\ninformation is not incomplete by omitting to state a material fact or any\nfact necessary to make the statements contained therein not misleading in\nany material respect on the date as of which such information is dated.\n\n     (h)  UCC Information.  The chief executive office of Transferor is\nlocated at its address referred to in Section 11.02.  Transferor uses no\nname other than its actual corporate name and the trade names set forth in\nExhibit 5.01(h).  Since January 1, 1989, Transferor has not been known by\nany legal name other than its corporate name as of the date hereof, nor\nhas Transferor been the subject of any merger or other corporate\nreorganization that resulted in a change in its name, identity or\ncorporate structure.  The jurisdictions listed on Exhibit 4.03(c) are the\nonly jurisdictions in the United States or any political subdivision\nthereof where filing of a UCC-1 financing statement or any other document\nis necessary to perfect the interest of the Transferee in the Transferred\nReceivables and other Transferred Assets.\n\n     (i)  Eligible Receivables; Identification of Transferred Receivables.\nEach Receivable transferred on a Transfer Date shall be and was an\nEligible Receivable on such date unless otherwise specifically agreed by\nTransferee.  Transferor has no knowledge of any fact that should have led\nit to expect at the time of the applicable Transfer Date that any\nTransferred Receivable then being transferred to Transferee would not be\npaid in full when due.\n\n     (j)  Taxes.  Transferor has filed or caused to be filed all tax\nreturns and reports required by applicable laws, rules and regulations to\nhave been filed by it and has paid all taxes, assessments and governmental\ncharges thereby shown to be owing, except any such taxes, assessments or\ncharges which are being diligently contested in good faith by appropriate\nproceedings and for which adequate reserves in accordance with GAAP shall\nhave been set aside on its books.\n\n     (k)  Compliance with Applicable Laws.  Transferor is in compliance\nwith the requirements of all applicable laws, rules, regulations, and\norders of all Governmental Authorities (federal, state, local or foreign,\nand including Environmental Laws, tax laws and laws with respect to ERISA\nand laws, rules and regulations applicable to the Contracts), a violation\nof any of which, individually or in the aggregate for all such violations,\nwould be reasonably likely to have a Material Adverse Effect.\n\n     (l)  ERISA.  Transferor and its ERISA Affiliates have not incurred\nand are not reasonably expected to incur any material liability in\nconnection with any Plan, other than ordinary liabilities for benefits;\nneither Transferor nor any ERISA Affiliate has incurred or is reasonably\nexpected to incur any material Withdrawal Liability to any Plan; and no\nPlan of Transferor or any ERISA Affiliate is reasonably expected to be in\nreorganization or to be terminated, within the meaning of Title IV of\nERISA.\n\n\n                                ARTICLE VI\n                      GENERAL COVENANTS OF TRANSFEROR\n\n     SECTION 6.01   Affirmative Covenants of Transferor.  Until the first\nday following the Termination Date on which all Carryforward Amounts have\nbeen reduced to zero or cancelled by Transferee, and all Transferred\nReceivables and all Obligations are paid in full in cash, Transferor will:\n\n     (a)  Compliance with Laws, Etc.  Comply, and cause each of its\nSubsidiaries to comply, in all material respects with all applicable laws\n(including Environmental Laws), rules, regulations, permits, orders,\nconsent decrees and judgments binding on Transferor and its Subsidiaries,\nexcept where failure to so comply could not reasonably be expected to have\na Material Adverse Effect.\n\n     (b)  Preservation of Corporate Existence and Name.  (i) Preserve and\nmaintain, and cause its Material Subsidiaries to preserve and maintain,\nits corporate existence, rights, franchises and privileges in the\njurisdiction of its incorporation; (ii) qualify and remain qualified in\ngood standing as a foreign corporation in each jurisdiction except where\nthe failure to maintain a franchise or privilege or to remain qualified\nwould not have a Material Adverse Effect; and (iii) not change its\ncorporate name or the name under or by which it does business except upon\n30 days' prior written notice to Transferee and the Servicing Agent and\nafter taking all action required by Section 6.03(b).\n\n     (c)  Audits.  At the expense of Transferor, upon reasonable prior\nnotice at any time and from time to time during regular business hours,\npermit, and cause its Subsidiaries to permit, Transferee or its agents or\nrepresentatives (i) to examine and make copies of and abstracts from the\nrecords of, and (ii) to visit the offices and properties of, Transferor,\nor to the extent that Transferor is serving in the capacity of Servicing\nAgent, the Servicing Agent, and to discuss matters relating to Transferred\nAssets or Transferor's or the Servicing Agent's performance hereunder with\nany of the officers or employees of Transferor or the Servicing Agent,\nprovided, that unless a Termination Event or Unmatured Termination Event\nshall have occurred and be continuing, only one such audit in any calendar\nyear shall be at the expense of Transferor.\n\n     (d)  Keeping of Records and Books of Account.  Maintain (or cause the\nServicing Agent to maintain) at all times accurate and complete books,\nrecords and accounts relating to the Receivables, Related Assets and\nContracts and all Collections thereon in which timely entries shall be\nmade.  Transferor will, or will cause the Servicing Agent to, maintain\noperating procedures (including an ability to recreate records) evidencing\nthe Transferred Assets and documents, books, records and other information\nreasonably necessary or advisable for the collection of all Transferred\nAssets.\n\n     (e)  Performance and Compliance with Receivables and Contracts.\nTimely and fully perform and comply and cause its Subsidiaries to timely\nand fully perform and comply, with all of its obligations under the\nContracts and all purchase orders and other agreements related to the\nTransferred Assets in all material respects.\n\n     (f)  Location of Records.  Keep its principal place of business and\nchief executive office at the address(es) referred to in Section 5.01(h)\nor, upon 30 days' prior written notice to Transferee, at other locations\nin jurisdictions in the United States where all action required by\nSection 6.03(b) shall have been taken and completed.\n\n     (g)  Taxes.  Pay and discharge, and cause its Subsidiaries to pay and\ndischarge, all taxes and governmental charges imposed upon it or its\nproperties, prior to the date on which penalties attach thereto, if\nfailure to pay such taxes or governmental charges could reasonably be\nexpected to have a Material Adverse Effect; except any such tax or charge\nwhich is being contested in good faith and by appropriate proceedings if\nsuch contest shall operate to stay the Material Adverse Effect of any such\nnonpayment.\n\n     (h)  Availability of Eligible Receivables.  Use commercially\nreasonable efforts to manage its Receivables so that it will have\navailable for transfer to Transferee on each Transfer Date Eligible\nReceivables that have an aggregate Dollar Equivalent Balance of not less\nthan the Required Dollar Receivables Amount specified for such Transfer\nDate and that are free of any Adverse Claims.\n\n     (i)  Letter of Credit.  At all times from any Transfer Date to the\nday which falls 120 days after the applicable Settlement Date cause the\nLetter of Credit to be in full force and effect in favor of the Transferee\nin a face amount of not less than the Required L\/C Amount applicable to\nsuch Transfer Date.\n\n     (j)  Reporting Requirements of Transferor.  Furnish to Transferee:\n\n          (i)  Quarterly Financials.  As soon as available and in any\n     event within 55 days after the end of each fiscal quarter (except the\n     fourth fiscal quarter of any fiscal year), consolidated balance\n     sheets of Transferor and its Subsidiaries as of the end of such\n     fiscal quarter and consolidated statements of operations and cash\n     flows of Transferor and its Subsidiaries for such fiscal quarter and\n     for the period commencing at the end of the previous fiscal year and\n     ending with the end of such fiscal quarter, in each case in\n     reasonable detail and duly certified (subject to year-end audit\n     adjustments and without footnotes) by the chief financial officer,\n     treasurer or assistant treasurer of Transferor as having been\n     prepared in accordance with GAAP (applied on a consistent basis).\n\n          (ii) Annual Financials.  As soon as available and in any event\n     within 120 days after the end of each fiscal year, a copy of\n     Transferor's annual report on Form 10-K (or any successor form in\n     substantially the same format) for such fiscal year of Transferor and\n     its Subsidiaries, including therein a consolidated balance sheet of\n     Transferor and its Subsidiaries as of the end of such fiscal year and\n     consolidated statements of operations and cash flows of Transferor\n     and its Subsidiaries for such fiscal year, certified in a manner\n     acceptable to the Transferee by independent public accountants of\n     nationally recognized standing acceptable to Transferee.  The\n     Transferor acknowledges that (without limitation) Transferee is\n     relying upon the financial statements delivered from time to time\n     pursuant to this Agreement, including the annual audited financials\n     referenced in this Section;\n\n          (iii)     Termination Events.  Within five Business Days after\n     Transferor discovers the occurrence of any Termination Event or\n     Unmatured Termination Event continuing on the date of such statement,\n     a statement of a Responsible Officer setting forth details of such\n     Termination Event or Unmatured Termination Event and the action that\n     Transferor proposes to take with respect thereto;\n\n          (iv) ERISA Event.  Promptly and in any event within ten days\n     after a Responsible Officer of Transferor or any ERISA Affiliate\n     knows or has reason to know that any material ERISA Event has\n     occurred, a statement of a Responsible Officer of Transferor\n     describing such ERISA Event and the action, if any, that Transferor\n     or such ERISA Affiliate proposes to take with respect thereto;\n\n          (v)  Proceedings.  Promptly after a Responsible Officer of\n     Transferor becomes aware of the commencement thereof, notice of all\n     actions, suits and proceedings before any court or governmental\n     department, commission, board, bureau, agency or instrumentality,\n     domestic or foreign, affecting Transferor or any of its Subsidiaries\n     of the type described in Section 5.01(d);\n\n          (vi) SEC Reports.  Promptly after the sending or filing thereof,\n     copies of all reports on Form 10-K, 10-Q or 8-K that Transferor files\n     with the Securities and Exchange Commission or any governmental\n     authority that may be substituted therefor;\n\n          (vii)     Adverse Claim.  As soon as possible after the\n     occurrence thereof, written notice that describes in reasonable\n     detail the creation or existence of any Adverse Claim (other than any\n     Adverse Claim arising solely as a result of any action taken by\n     Transferee hereunder) on or with respect to Transferred Assets, other\n     than the security interest in favor of BofA as Agent under the Bank\n     Credit Agreement; and\n\n          (viii)    Other Information.  Such other information respecting\n     the business or properties or the condition, financial or otherwise,\n     or operations of Transferor or any of its Subsidiaries as Transferee\n     may from time to time reasonably request.\n\nTransferee agrees that delivery to BofA under the Bank Credit Agreement of\nany of the documents required by this clause (j) (other than clauses\n(j)(iii) and (j)(vii)) shall satisfy Transferor's obligation to deliver\nsuch documents hereunder.\n\nNotwithstanding the foregoing, upon the occurrence and during the\ncontinuance of a Termination Event or a Unmatured Termination Event,\nTransferor will, and will cause its Subsidiaries to, provide to the\nTransferee additional information and any and all of the above information\nmore frequently to the extent requested by the Transferee.\n\n     SECTION 6.02   Negative Covenants of Transferor.  Until the first day\nfollowing the Termination Date on which all Carryforward Amounts have been\nreduced to zero or cancelled and all Transferred Receivables and all\nObligations are paid in full and in cash, Transferor will not:\n\n     (a)  Sales, Adverse Claims, Etc.  Sell, assign (by operation of law\nor otherwise) or otherwise dispose of (with or without recourse) or suffer\nto exist any Adverse Claim upon, any Transferred Assets.\n\n     (b)  Extension or Amendment of Receivables or Contracts.  Except to\nthe extent permitted in Section 7.02, extend, amend or otherwise modify or\nwaive the terms of any Transferred Receivable, or of any Contract related\nthereto, which extension, amendment, modification or waiver would,\nindividually or in the aggregate for all such extensions, amendments,\nmodifications and waivers, be reasonably likely to have a Material Adverse\nEffect, it being understood that no extension, amendment, modification or\nwaiver shall relieve the Transferor of its obligations under Article X.\n\n     SECTION 6.03   Grant of Security Interest.  (a) To secure the prompt\npayment and performance of all Obligations, whether now or hereafter\nexisting, due or to become due, direct or indirect, or absolute or\ncontingent, Transferor grants to Transferee and the other Indemnified\nParties a security interest (which, to the extent that such property\nconstitutes Receivables and proceeds thereof and the laws of the United\nStates or any political subdivision thereof may be applicable, is a first\npriority security interest) in all of Transferor's right, title and\ninterest now or hereafter existing in, to and under all Transferred\nReceivables and Related Assets.  This Agreement shall constitute a\nsecurity agreement under the UCC.\n\n     (b)  Further Assurances.  Transferor agrees that from time to time,\nat Transferor's expense, it will promptly execute and deliver all further\ninstruments and documents, and take all further action that Transferee may\nreasonably request, in order to protect, perfect or more fully evidence\nthe security interest granted to Transferee pursuant to Section 6.03(a) or\nto enable Transferee to enforce such security interest or to exercise any\nrights or remedies under any Agreement Document.  Without limiting the\ngenerality of the foregoing, Transferor will execute and file such\nfinancing or continuation statements, or amendments thereto or assignments\nthereof, and such other instruments or notices, as Transferee may\ndetermine is necessary or appropriate.\n\nTransferor hereby authorizes Transferee to file one or more financing or\ncontinuation statements, and amendments thereto and assignments thereof,\nrelative to all or any of the Transferred Assets now existing or hereafter\narising in the name of Transferor.  If Transferor or the Servicing Agent\nfails to perform any of its agreements or obligations under any Agreement\nDocument, Transferee may (but shall not be required to) itself perform, or\ncause performance of, such agreement or obligation, and the expenses of\nTransferee incurred in connection therewith shall be payable by Transferor\nas provided in Section 11.05.\n\n     (c)  Remedies.  Upon the occurrence of a Termination Event,\nTransferee shall have, with respect to the security interest granted\npursuant to subsection (a) above, and in addition to all other rights and\nremedies available to Transferee under any Agreement Documents or\napplicable law, all the rights and remedies of a secured party under the\nUCC.\n\n\n                                ARTICLE VII\n                       ADMINISTRATION AND COLLECTION\n\n     SECTION 7.01   Designation of the Servicing Agent.  (a) The\nservicing, administering and collection of the Transferred Assets shall be\nconducted by the Person (the \"Servicing Agent\") so designated from time to\ntime in accordance with this Section 7.01.  Until Transferee gives notice\n(a \"Successor Notice\") to Transferor of the designation of a new Servicing\nAgent, Transferee hereby designates Transferor as, and Transferor hereby\nagrees to perform the duties and obligations of, the Servicing Agent\npursuant to the terms hereof and in accordance with all applicable laws.\nTransferee, in its discretion, may provide Transferor with a Successor\nNotice at any time after the occurrence and during the continuance of a\nTermination Event described in Section 8.01(a)(i), Section 8.01(f) or\nSection 8.01(m).\n\n     (b)  Upon Transferor's receipt of a Successor Notice, Transferor will\nterminate its activities as the Servicing Agent hereunder in a manner\nwhich Transferee indicates will facilitate the transition of the\nperformance of such activities to the new Servicing Agent.  Transferee (or\nits designee) shall assume each and all of Transferor's obligations to\nservice and administer the Transferred Assets, on the terms and subject to\nthe conditions set forth herein, and Transferor shall use its best efforts\nto assist Transferee (or its designee) in assuming such obligations.\n\n     (c)  The Servicing Agent may, with the prior consent of Transferee,\nsubcontract with any third party to service, administer or collect the\nTransferred Assets, provided that the Servicing Agent shall remain liable\nfor the performance of the duties and obligations of the Servicing Agent\npursuant to the terms hereof.  Transferee hereby consents to the\nTransferor, as the Servicing Agent, subcontracting servicing,\nadministrative and collection responsibilities to any of its Subsidiaries.\n\n     SECTION 7.02   Duties of the Servicing Agent.  (a) Transferee hereby\nappoints as its agent the Servicing Agent, to enforce Transferee's rights\nand interests in, to and under the Transferred Assets and the related\nContracts on the terms and conditions hereof.  The Servicing Agent shall\ntake or cause to be taken all such actions as may be necessary or\nadvisable to collect each Transferred Asset in accordance with applicable\nlaws, rules and regulations with the same degree of care and diligence as\nthe Servicing Agent uses to collect Receivables that it owns; provided\nthat without the express written consent of Transferee, the Servicing\nAgent shall not bring suit or commence other enforcement actions or\nproceedings in the name or on behalf of Transferee to collect any\nTransferred Assets.  The Servicing Agent shall set aside for the account\nof Transferee Collections of Transferred Assets in accordance with\nSection 2.03.  The Servicing Agent may adjust the Unpaid Balance of any\nTransferred Receivable to reflect the reductions or cancellations\ndescribed in the first sentence of Section 2.01(a).  So long as Transferor\nis Servicing Agent, it shall write off Transferred Receivables from time\nto time in accordance with the Transferor's historical credit and\ncollection policies and practices as in effect on the date hereof and as\nfrom time to time amended.\n\n     (b)  Following delivery of a Successor Notice, Transferor shall\ndeliver to the Servicing Agent, and the Servicing Agent shall hold in\ntrust for Transferor and Transferee in accordance with their respective\ninterests, the Records, provided, that if Transferor shall not be the\nServicing Agent, Transferor shall only be required, at Transferor's\nexpense, to provide the Servicing Agent with copies thereof and access\nthereto to the extent necessary to enable the Servicing Agent to collect\nthe Transferred Receivables.  The Servicing Agent shall promptly after\ndemand, at Transferor's expense, deliver to Transferor any Records that do\nnot relate to Transferred Assets.\n\n     (c)  The Servicing Agent's authorization under this Agreement shall\nterminate on the first day after the Termination Date on which any\nCarryforward Amount has been reduced to zero or cancelled, and all\nTransferred Receivables and all Obligations shall have been finally and\nfully paid and performed.\n\n     (d)  Transferor acknowledges that Transferee has relied on\nTransferor's agreement to act as the Servicing Agent hereunder in its\ndecisions to execute and deliver the Agreement Documents.  In recognition\nof the foregoing, Transferor agrees not to resign as the Servicing Agent\nwith respect to Transferred Receivables, unless Transferor has received an\nopinion of counsel, in form and substance satisfactory to Transferee, to\nthe effect that Transferor is not permitted by applicable law to serve in\nsuch capacity.\n\n     SECTION 7.03   Rights of Transferee.  (a) At any time when any\nTermination Event described in Section 8.01(a)(i), Section 8.01(f) or\nSection 8.01(m) exists:\n\n          (i)  Transferee may direct the Obligors of Transferred\n     Receivables, or any of them, to pay all amounts payable under any\n     Transferred Assets directly to Transferee or its designee.\n\n          (ii) Transferee may, and Transferor shall, at Transferee's\n     request and at Transferor's expense, give notice of Transferee's\n     interest in the Transferred Assets to each said Obligor and direct\n     that payments be made directly to Transferee or its designee, which\n     notice shall be acceptable in form and substance to Transferee.\n\n          (iii)     Transferor will, at Transferee's request and at\n     Transferor's expense, cause each Obligor in respect of Transferred\n     Receivables to make payment thereof directly to a blocked account of\n     Transferor at Transferee.\n\n          (iv) Transferor shall, at Transferee's request, (A) assemble and\n     make available to Transferee at a place selected by Transferee,\n     copies of all of the Records which evidence Transferred Assets, or\n     which are otherwise necessary or desirable to collect Transferred\n     Assets, and (B) segregate all cash, checks and other instruments\n     received by it from time to time constituting Collections or other\n     proceeds from any Transferred Asset in a manner acceptable to\n     Transferee and promptly remit all such cash, checks and instruments,\n     duly endorsed or with duly executed instruments of transfer, to\n     Transferee or its designee.\n\n          (v)  Transferor hereby authorizes Transferee or its designee to\n     take any action in the name and on behalf of Transferor (except to\n     the extent expressly provided otherwise in Section 7.03(a)) which is\n     necessary or desirable, in the reasonable determination of\n     Transferee, to collect all amounts due under any and all Transferred\n     Assets.\n\n     (b)  Transferor hereby grants to Transferee an irrevocable power of\nattorney, with full power of substitution, coupled with an interest, from\ntime to time after the occurrence and during the continuance of a\nTermination Event described in Section 8.01(a)(i), 8.01(f) or 8.01(m), to\ntake any action and to execute any instrument that Transferee, in its\nreasonable determination, may deem necessary to accomplish the purposes of\nthe Agreement Documents, including (i) to ask, demand, collect, sue for,\nrecover, compromise, receive and give acquittance and receipts for moneys\ndue and to become due under or in respect of any Transferred Asset; (ii)\nto receive, endorse, negotiate, transfer, deposit, collect and otherwise\ndeal with any such drafts or other instruments, documents and chattel\npaper with respect to Transferred Assets; (iii) to file any claims or take\nany action or institute any proceedings which Transferee, in its\nreasonable determination, may deem necessary for the collection of or\nenforcement of rights with respect to any Transferred Assets; and (iv) to\nperform the affirmative obligations of Transferor under any Agreement\nDocument.  If and to the extent Transferee shall collect or receive any\namounts hereunder in excess of the Obligations, Transferee shall, at the\nrequest of Transferor showing calculation of such excess in reasonable\ndetail, promptly remit such excess to Transferor.\n\n     SECTION 7.04   Responsibilities of Transferor.  Anything herein to\nthe contrary notwithstanding:\n\n     (a)  Transferor shall perform and comply with all of its obligations\nunder the Contracts related to the Transferred Assets and under the\nrelated purchase orders and other agreements to the same extent as if\nTransferred Assets with respect thereto had not been transferred hereunder\nto Transferee, and the exercise by Transferee of its rights hereunder or\nin connection herewith shall not relieve Transferor from such obligations.\n\n     (b)  Transferee shall not have any obligation (other than its\nobligations to Transferor which are expressly set forth in this Agreement)\nor liability with respect to any Transferred Receivables, any Contracts\nrelated thereto or any other related purchase orders or other agreements,\nor any other Transferred Assets, nor shall it be obligated to perform any\nof the obligations of Transferor or any of its Subsidiaries thereunder.\n\n     (c)  Transferor hereby grants to the Servicing Agent (if the\nServicing Agent is not Transferor) an irrevocable power of attorney, with\nfull power of substitution, coupled with an interest, to take in the name\nof Transferor all steps necessary or advisable to endorse, negotiate or\notherwise realize on any writing or other right of any kind held or\ntransmitted by Transferor or transmitted or received by Transferee\n(whether or not from Transferor) in connection with any Transferred Asset;\nprovided that the Servicing Agent shall exercise such power of attorney in\na manner which will not conflict with the power of attorney that\nTransferor has granted to Transferee pursuant to Section 7.03(b).\n\n     (d)  Notwithstanding anything contained in Section 2.01 to the\ncontrary, if at any time Transferor shall not be the Servicing Agent,\nTransferor shall deliver all Collections received or deemed received by it\nin respect of the Transferred Assets to Transferee prior to the applicable\nSettlement Date relating to such Transferred Assets, and Transferee shall\ndeal with such Collections as if such Collections had actually been\nreceived from the related Obligor on the applicable dates.  So long as\nTransferor shall hold any Collections or deemed Collections required to be\npaid to Transferee hereunder, it shall hold such Collections in trust and,\nif a Termination Event under Section 8.01(f) or (m) shall be continuing,\nseparate and apart from its own funds, and shall clearly mark its records\nto reflect such trust.\n\n     (e)  Transferor hereby irrevocably agrees that if at any time it\nshall cease to be Servicing Agent hereunder, it shall act (if the then\ncurrent Servicing Agent so requests) as the data processing agent of the\nServicing Agent and, in such capacity, Transferor shall conduct (and shall\ncause each of its Affiliates whose participation is necessary to enable\nTransferor to conduct) the data processing functions relating to the\nservicing, collection and administration of the Transferred Assets in\nsubstantially the same way that Transferor (or its subcontractors)\nconducted such data processing functions while Transferor acted as the\nServicing Agent.  Without in any way limiting the effect of the first\nsentence of this Section 7.04(e), upon the request of Transferee,\nTransferor will license (to the extent it may lawfully do so) to\nTransferee or the Successor Servicing Agent all computer software used by\nTransferor and necessary or desirable to service the Transferred Assets\neffectively in accordance with the terms of this Agreement, provided that\nsuch license shall not take effect unless a Successor Notice has been\ndelivered to Transferor.  Once a Successor Notice has been delivered to\nTransferor, Transferor shall at its own expense use its best efforts to\nobtain for Transferee and any Successor Servicing Agent sublicenses of all\nthird-party computer software used by Transferor and necessary or\ndesirable to service the Transferred Assets effectively in accordance with\nthe terms of this Agreement.\n\n     (f)  If at any time a Person is appointed to replace Transferor as\nthe Servicing Agent pursuant to Section 7.01 (herein such Person being\ncalled a \"Successor Servicing Agent\"), such Successor Servicing Agent\nshall receive a reasonable and customary fee as compensation for the\nservices to be performed by it hereunder as the Servicing Agent.  The\nservicing fee shall be paid by Transferor to the Successor Servicing Agent\nmonthly in arrears.\n\n\n                               ARTICLE VIII\n                            TERMINATION EVENTS\n\n     SECTION 8.01   Termination Events.  Each of the following events\nshall be a \"Termination Event\" hereunder:\n\n     (a)  (i) Any amount payable by Transferor or the Servicing Agent\nunder any Agreement Document is not paid when due or any deposit for the\nbenefit of Transferee is not made when required hereunder, which failure\ncontinues for (A) three Business Days, in the case of any payment or\ndeposit which is required to be made on any Settlement Date, (B) five\nBusiness Days, in the case of any payment or deposit which is required to\nbe made on any Transfer Date, or (C) ten Business Days, in the case of any\nother payment or deposit hereunder, or (ii) the Servicing Agent shall fail\nto perform or observe any term, covenant or agreement hereunder (other\nthan as referred to in clause (i) next above) and such failure shall\nremain unremedied for ten Business Days;\n\n     (b)  Any representation or warranty made or deemed to be made by\nTransferor under or in connection with any Agreement Document, or any\nother information or report delivered pursuant hereto or thereto shall\nprove to have been incorrect in any material respect when made, and, in\nthe case of any incorrectness of any warranty with respect to any\nTransferred Asset which was made or deemed made in Section 5.01(i),\nTransferor shall not have (A) substituted new Transferred Assets for the\nTransferred Assets as to which such warranty is incorrect, as provided in\nSection 2.01(b), within the time required by such Section, and (B) made\nall payments required by such Section;\n\n     (c)  Transferor (A) shall fail on any Transfer Date to either (i)\ntransfer to Transferee Eligible Receivables having an aggregate Dollar\nEquivalent Balance of not less than the Required Dollar Receivables Amount\napplicable to such Transfer Date, after giving effect to all reductions in\nBase Foreign Currency Amounts applicable to such Transfer Date pursuant to\nSection 1.06(b), or (ii) deliver to Transferee a Deficiency Certificate\npursuant to Section 1.02(f), and (B) shall thereafter fail to make any\npayment required by Section 3.04, and such failure to make such payment\nshall continue for five Business Days.\n\n     (d)  Transferor shall fail to perform or observe any term, covenant\nor agreement contained in any Agreement Document (excluding the terms,\ncovenants and agreements described above in Sections 8.01(a) and (c),\nwhich failure continues unremedied for thirty days after written notice by\nTransferee to Transferor;\n\n     (e)  (i) Transferor or any of its Subsidiaries shall fail to pay any\nprincipal of, premium or interest on, or any other amount payable in\nrespect of, (A) any Debt outstanding under the Bank Credit Agreement, or\n(B) any other Debt outstanding in a principal or notional amount of at\nleast $25,000,000 in the aggregate (but excluding Debt arising hereunder)\nwhen the same becomes due and payable (whether by scheduled maturity,\nrequired prepayment, redemption, purchase, defeasance, cash\ncollateralization, acceleration, demand or otherwise), and such failure\nshall continue (x) after the applicable grace period, if any, in the case\nof a non-payment of principal or (y) for five Business Days after the\napplicable grace period, if any, in the case of non-payment of any other\namount, in each case specified in the agreement or instrument relating to\nsuch Debt and shall not have been cured or waived; (ii) any failure to\nmake any payment or any other event shall occur or condition shall exist\nunder any agreement or instrument relating to any such Debt (including the\nBank Credit Agreement), if the effect of such failure, event or condition\nis to accelerate, or to permit the acceleration of, the maturity of such\nDebt or otherwise to cause, or to permit the holder thereof to cause, such\nDebt to become due and payable (whether by required prepayment (other than\nby a regularly scheduled required prepayment), purchase, redemption,\ndefeasance, cash collateralization, acceleration, demand or otherwise) or\nan offer to prepay, redeem, purchase or defease such Debt shall be\nrequired to be made, prior to its scheduled maturity, and, unless such\nDebt has been accelerated or otherwise has become due and payable prior to\nits scheduled maturity, such failure, event or condition continues for ten\nBusiness Days after any grace period specified in the applicable agreement\nor instrument relating to such Debt; or (iii) any default, termination\nevent, repurchase event or like event by or relating to Transferor or any\nof its Affiliates shall have occurred under any agreement (other than an\nAgreement Document) that involves a commitment of $25,000,000 or more and\nprovides for (x) the sale, assignment or factoring of accounts receivables\nor (y) any other structured financing or off-balance sheet financing and,\nin the case of any such default, termination event or like event, shall\nhave continued for the grace period, if any, applicable thereto, and as a\nresult (A) in the case of clause (x) next above, the obligation to\npurchase, take by assignment or factor such receivables shall have been\nterminated or the transferee of receivables shall have the right (with or\nwithout the passage of time or the giving of notice, or both) to terminate\nsuch obligation or (B) in the case of clause (y) next above, the\nobligations of the other party or parties to such other structured\nfinancing or off-balance sheet financing shall terminate or such other\nparty or parties shall have the right to terminate such obligations.\n\n     (f)  A Bankruptcy Event with respect to Transferor or any of its\nMaterial Subsidiaries shall occur;\n\n     (g)  There shall occur any event which materially and adversely\naffects the collectibility of the Transferred Assets taken as a whole or\nthe ability of Transferor or the Servicing Agent to either collect\nTransferred Assets or perform its obligations under any Agreement\nDocument;\n\n     (h)  The Internal Revenue Service shall file notice of a lien\npursuant to Section 6323 of the Internal Revenue Code with regard to any\nof the assets of Transferor and such lien shall not have been released\nwithin 30 days, or the PBGC shall, or shall indicate its intention to,\nfile notice of a lien pursuant to Section 4068 of ERISA with regard to any\nof the assets of Transferor or any of its Affiliates.\n\n     (i)  Any Change in Control shall occur;\n\n     (j)  Any judgments, decrees, or orders shall be rendered against\nTransferor or any of its Material Subsidiaries in excess of $15,000,000 in\nthe aggregate and which are not, within a period of 30 days, either\nsatisfied or stayed pending appeal;\n\n     (k)  Any Agreement Document, or any security interest granted\nthereunder shall (except in accordance with its terms), in whole or in\npart, cease to be in full force and effect or shall be declared to be null\nand void, or the validity or enforceability thereof shall be contested by\nTransferor, any of its Affiliates or the Servicing Agent or any such\nPerson shall deny that it has any obligation thereunder, provided, that\nthe failure of any security interest granted under any Agreement Document\nwith respect to any Transferred Receivable to be in full force and effect\nshall not be a Termination Event hereunder if the Transferor shall have\nsubstituted new Receivables for such Transferred Receivable as provided by\nSection 2.01(ii), within the time limits provided thereby, and shall have\nmade all payments provided by such Section;\n\n     (l)  Any security interest granted hereunder in the Transferred\nAssets and proceeds thereof shall, except as otherwise permitted by this\nAgreement, fail to or be alleged by Transferor or an Affiliate not to\ncreate, a valid security interest (which, insofar as the laws of the\nUnited States or any of its political subdivisions may apply, shall be a\nfirst priority perfected security interest) in favor of Transferee;\n\n     (m)  The Letter of Credit shall not at any time be (or shall at any\ntime be alleged by Transferor, any Affiliate of Transferor, or any trustee\nor other representative of any thereof, or the issuer of the Letter of\nCredit not to be) in full force and effect in the amount and with an\nexpiry date as required by Section 6.01(i) or the Transferor, any\nAffiliate thereof or any trustee or other representative of any thereof\nshall seek any injunction, order or other legal process to delay or\nprevent any drawing on the Letter of Credit; or\n\n     (n)  Transferee shall have made any drawing under the Letter of\nCredit in accordance with this Agreement.\n\n     SECTION 8.02   Remedies.  (a) Upon the occurrence of a Termination\nEvent (other than a Termination Event described in Section 8.01(f) with\nrespect to Transferor, Transferee may by notice to Transferor declare the\nTermination Date to have occurred.  The Termination Date shall be deemed\nto have occurred automatically upon the occurrence of a Termination Event\ndescribed in Section 8.01(f) with respect to Transferor.\n\n     (b)  Upon the occurrence of the Termination Date as a result of the\noccurrence of any Termination Event, Transferee shall compute, as\nliquidated damages, the Early Termination Payment to be paid in connection\ntherewith pursuant to Section 1.08, together with any amounts payable to\nTransferee pursuant to Section 3.04(a)  arising as a consequence of\nTransferor's not selling Transferred Receivables to Transferee on any\nscheduled Transfer Date in accordance with any outstanding Supplement, and\nany amounts payable by Transferor pursuant to Section 3.04(b); provided\nthat no Early Termination Payment shall be paid to Transferor that results\nfrom the occurrence of the Termination Date until all Carryforward Amounts\nhave been reduced to zero and all Transferred Receivables and all\nObligations shall have been finally and fully paid and performed in full\nand in cash.  Upon termination of the Facility pursuant to this\nSection 8.02, Transferee shall have, in addition to all other rights and\nremedies under this Agreement or otherwise, all other rights and remedies\nprovided under the UCC of each applicable jurisdiction and under all other\napplicable laws, which rights shall be cumulative.\n\n     (c)  Transferor acknowledges and agrees that the obligation of\nTransferee to purchase Receivables on any Transfer Date is a \"Financial\nAccommodation\", within the meaning of 11 U.S.C. 365(c)(2), but any\ntermination of Transferee's obligation to purchase Receivables hereunder\nshall not relieve Transferor of any obligation to make any Early\nTermination Payment or other payment due hereunder.\n\n     (d)  No Termination Date or Termination Event shall have the effect\nof accelerating any Settlement Date or otherwise causing any Transferred\nReceivable or Transferred Receivables Amount to become due and payable\nprior to the Settlement Date specified therefor in the applicable\nAssignment Certificate.\n\n     (e)  (i) Notwithstanding the foregoing, if (A) a Termination Event\nunder Section 8.01(i) or (B) a Termination Event under Section 8.01(d)\nresulting from a breach of Section 6.01(b)(i) that is caused only by a\nChange in Control (each a \"Change in Control Termination Event\") shall\nhave occurred, then, (but only if and so long as no other Termination\nEvent shall occur or be continuing) Transferee's remedies with respect to\nsuch Change in Control Termination Event shall be limited as set forth in\nthis clause (e).\n\n          (ii) If, following such Change in Control Termination Event,\n     each Surviving Entity shall have ratified and agreed to be bound by\n     this Agreement and the Agreement Documents to the same extent as\n     Transferor, by documents in form and substance satisfactory to\n     Transferee, then Transferee (A) will not specify an Early Termination\n     pursuant to Section 1.08(b) and (B) will continue to accept and pay\n     the Purchase Price for Transfers on each Transfer Date as provided in\n     this Agreement and any Agreement Document, provided, that (1) all\n     conditions precedent to such Transfers and such payments that are set\n     forth in Section 4.03 (other than the absence of a Change in Control\n     Termination Event) have been met, (2) the credit rating (or implied\n     credit rating) given by S&amp;P to the senior unsecured and uncredit-\n     enhanced long term debt of each Surviving Entity is not lower than\n     the credit rating or implied credit rating that S&amp;P gave to such debt\n     of Transferor immediately prior to such Change in Control, and (3) if\n     S&amp;P does not issue a credit rating or implied credit rating for any\n     such debt of any Surviving Entity, then, in the reasonable opinion of\n     Transferee, the combined financial condition of the Surviving\n     Entities is not materially worse than that of Transferor prior to\n     such Change in Control.\n\n          (iii) The term \"Surviving Entity\" means, with respect to any\n     Change in Control, (A) Transferor, if Transferor survives such Change\n     in Control, (B) any Person with or into which Transferor is merged or\n     consolidated, if Transferor does not survive such Change in Control,\n     (C) any Person that, following such Change in Control, owns\n     beneficially, directly or indirectly, securities (or securities which\n     are convertible into such securities) representing more than 50% of\n     the combined voting power of all securities entitled to vote in the\n     election of directors of Transferor or any Person with or into which\n     Transferor is merged or consolidated, and (D) any Person or Persons\n     to which all or substantially all of Transferor's assets have been\n     transferred.\n\n          (iv) Nothing herein shall obligate Transferee to enter into any\n     Supplement following any Change in Control Termination Event.\n\n     SECTION 8.03   Drawing on Letter of Credit.  Without limiting any of\nTransferee's other rights and remedies hereunder, and irrespective of\nwhether the Termination Date shall have occurred, if within three Business\nDays after any Settlement Date the Transferee shall not have been paid in\nimmediately available funds (whether by Transferor, Servicing Agent or any\napplicable Obligor) the entire Transferred Receivable Amount due on such\nSettlement Date, together with any yield (if any) payable on such\nSettlement Date pursuant to Section 3.03 and any interest accrued from\nsuch Settlement Date to the date of payment pursuant to Section 2.07,\nTransferee may, without notice to Transferor, draw on the Letter of Credit\n(in one or more drawings) for all or any portion of any such amount which\nhas not been paid as of the date of such drawing.  No drawing under the\nLetter of Credit, and no application of any proceeds of any such drawing,\nshall cure any Termination Event or Unmatured Termination Event.\n\n\n                                ARTICLE IX\n                       INDEMNIFICATION; EXCULPATION\n\n     SECTION 9.01   Indemnities by Transferor.  Without limiting any other\nrights which any Indemnified Party may have hereunder or under applicable\nlaw, Transferor hereby agrees to indemnify each of Transferee and each of\nits Affiliates, each of its and their respective successors, transferees\nand assigns and all of its and their officers, directors, shareholders,\ncontrolling persons, employees and agents (each an \"Indemnified Party\"),\nforthwith on demand, from and against any and all damages, losses, claims\n(whether on account of settlements or otherwise), judgments, liabilities\nand related costs and expenses, including reasonable attorneys' fees and\ndisbursements and the allocated costs of in-house counsel, if any (all of\nthe foregoing being collectively called \"Indemnified Amounts\") that may be\nincurred by or asserted against any Indemnified Party in each case arising\nout of or in connection with or by reason of, or in connection with the\npreparation for a defense of, any investigation, litigation or proceeding\n(whether or not an Indemnified Party is a party thereto) arising out of,\nrelated to or in connection with, any Contract or Agreement Document, any\nLetter of Credit, or the transactions contemplated herein or therein or\nthe acquisition of any Receivable or any other Transferred Asset or the\nuse of proceeds herefrom or therefrom; provided that no Indemnified Party\nshall be indemnified under this Section 9.01 with respect to (i) matters\nfor which such Indemnified Party has been compensated pursuant to any\nother provision of this Agreement or (ii) Indemnified Amounts caused by or\nresulting from the gross negligence or willful misconduct of such\nIndemnified Party as finally determined by a court of competent\njurisdiction.  If any action is brought against any Indemnified Party with\nrespect to any Contract, such Indemnified Party shall promptly notify\nTransferor in writing of the institution of such action and Transferor\nshall thereupon have the right, at its option, to elect to assume the\ndefense of such action.  If Transferor so elects, it shall promptly assume\nthe defense of such action, including the employment of counsel\n(reasonably satisfactory to such Indemnified Party) and payment of\nexpenses.  Such Indemnified Party shall have the right to employ its or\ntheir own counsel in any such case, but the fees and expenses of such\ncounsel shall be at the expense of such Indemnified Party unless (i) the\nemployment of such counsel shall have been authorized in writing by\nTransferor in connection with the defense of such action or (ii)\nTransferor shall not have properly employed counsel reasonably\nsatisfactory to such Indemnified Party to have charge of the defense of\nsuch action, in which case such fees and expenses shall be paid by\nTransferor.  If such Indemnified Party shall have reasonably concluded\n(based upon the advice of counsel) that the representation by one counsel\nof the Indemnified Party and Transferor creates a conflict of interest for\nsuch counsel, the reasonable fees and expenses of such counsel shall be\nborne by Transferor and Transferor shall not have the right to direct the\ndefense of such action on behalf of the Indemnified Party (but shall\nretain the right to direct the defense of such action on behalf of\nTransferor).  Anything in this Section 9.01 to the contrary\nnotwithstanding, Transferor shall not be liable for the fees and expense\nof more than one counsel for any Indemnified Party in any jurisdiction as\nto any Indemnified Amounts or for any settlement of any Indemnified\nAmounts effected without its written consent.  All Obligations of\nTransferor under this Section 9.01 shall survive the making and repayment\nof the Obligations and the termination of this Agreement.\n\n     If for any reason the indemnification provided in this Section 9.01\nis unavailable to an Indemnified Party or is insufficient to hold an\nIndemnified Party harmless, then Transferor shall contribute to such\nIndemnified Party the maximum amount that can be paid to such Indemnified\nParty as a result of such loss, claim, damage or liability.\n\n     SECTION 9.02   Exculpation.  Notwithstanding anything contained\nherein to the contrary, no Indemnified Party shall be liable to Transferor\nor any other Person in any manner in respect of any Indemnified Amounts\nawarded against or incurred by Transferor, any of its Affiliates, any of\nits and their respective successors, transferees and assigns or any of its\nand their officers, directors, shareholders, controlling persons,\nemployees and agents (each a \"Transferor Party\"), in each case arising out\nof or in connection with or by reason of, or in connection with the\npreparation for a defense of, any investigation, litigation or proceeding\n(whether or not a Transferor Party is a party thereto) arising out of,\nrelated to or in connection with, any Contract or Agreement Document or\nthe transactions contemplated herein or therein or the acquisition of any\nReceivable or any other Transferred Asset or the use of proceeds herefrom\nor therefrom (collectively a \"Transferor Matter\") except to the extent\nthat a court of competent jurisdiction finally determines that such\nIndemnified Amounts were caused by or resulted from the gross negligence\nor willful misconduct of such Indemnified Party.  In no event, however,\nshall the Indemnified Parties be liable for any indirect, special,\npunitive, exemplary or consequential damages that may be incurred by or\nasserted against any Indemnified Party in each case arising out of or in\nconnection with or by reason of, or in connection with the preparation for\na defense of, any Transferor Matter.\n\n\n                                 ARTICLE X\n                                 GUARANTEE\n                                     \n     SECTION 10.01  Guarantee.  In order to induce Transferee to agree to\nacquire Receivables and to perform its obligations under this Agreement,\nTransferor hereby unconditionally and irrevocably guarantees (as primary\nobligor and not merely as surety) to and for the benefit of Transferee the\ndue and punctual payment, on or prior to the applicable Settlement Date,\nof each Transferred Asset (collectively, the \"Guaranteed Obligations\").\nTransferor agrees that it shall pay, or shall cause to be paid, to\nTransferee on the applicable Settlement Date the entire amount which was\nowed on the related Transfer Date by the applicable Obligor with respect\nto each Transferred Asset or, if greater, the Transferred Receivables\nAmount applicable to such Transfer Date, in each case without any demand\nby or notice from Transferee, and Transferor hereby waives all notice and\ndemand with respect to the making of such payment.  Time is of the essence\nunder this guarantee.\n\n     SECTION 10.02   Waivers.  Transferor agrees that the Guaranteed\nObligations may be extended or renewed, in whole or in part, without\nnotice to or further assent from it and without impairing its obligations\nunder this Article X.  Transferor hereby waives (a) presentation to,\ndemand of payment from, and protest and notice of protest to it concerning\nthe Guaranteed Obligations, (b) protest for nonpayment of any amount owed\nin respect of the Guaranteed Obligations and (c) all other notices to\nwhich it might otherwise be entitled as guarantor of the Guaranteed\nObligations.\n\n     SECTION 10.03   No Impairment.  The obligations of Transferor under\nthis Article X shall not be subject to any defense or set-off by reason of\nany lack of validity or enforceability, in whole or in part, of the\nGuaranteed Obligations.  The obligations of Transferor hereunder with\nrespect to its guaranty of the Guaranteed Obligations shall not be\nimpaired by (a) any lack of validity or enforceability of or any Agreement\nDocument, (b) the failure of Transferee to assert any claim or demand or\nto enforce any right or remedy against any Person under any Agreement\nDocument or with respect to any Agreement Document or any Guaranteed\nObligation, (c) any extension or renewal, in whole or in part, of any\nAgreement Document or any Guaranteed Obligation, (d) any rescission,\nwaiver, release, compromise, amendment or modification of, or any consent\nto departure from, any of the terms or provisions of any Agreement\nDocument or any Guaranteed Obligation, (e) any failure by any Person in\nthe performance of any obligation with respect to any Agreement Document\nor any Guaranteed Obligation, (f) any act by Transferee to obtain or\nretain an Adverse Claim upon or a security interest in any property to\nsecure any Guaranteed Obligations, or to release any security for any of\nthe Guaranteed Obligations, (g) any exchange, release or nonperfection of\nany Adverse Claim or of Transferee's security interest or other rights in\nthe Transferred Assets, (h) any bankruptcy of any Person, or (i) any other\nact or omission which may or might in any manner vary the risk of\nTransferor, or which would otherwise operate as a discharge of or other\ndefense available to Transferor, as a matter of applicable law.\n\n     SECTION 10.04   Waiver of Resort.  Transferor agrees that this\nArticle X constitutes a guaranty of payment and not merely of collection\nand waives any right to require that any resort be had by Transferee to\nany security held by it for the payment of the Guaranteed Obligations or\nto any balance or any deposit account or credit on the books of Transferee\nin favor of Transferor or any of its Subsidiaries.\n\n     SECTION 10.05   Reinstatement.  Transferor agrees that this Article X\nshall continue to be effective or be reinstated, as the case may be, if at\nany time any part of any payment in respect of any Guaranteed Obligation\nis stayed, rescinded or must otherwise be returned by Transferee upon the\nbankruptcy or reorganization of Transferor or any other Person or for any\nother reason.\n\n     SECTION 10.06   Subrogation, Waivers, Etc.  (a) Transferor hereby\nagrees that, until such time as all of the Obligations shall have been\nfinally paid in full and in cash, the Facility shall have terminated, and\nthis guarantee shall have been discontinued, any claim or other rights\nwhich Transferor may now or hereafter acquire against any Obligor that\narise from the existence, payment, performance or enforcement of the\nguarantee under this Article X (collectively, \"Subrogation Rights\", which\nterm shall include any right of subrogation, reimbursement, exoneration,\ncontribution, indemnification, any right to participate in any claim or\nremedy of Transferee against any Transferred Asset or any such Obligor or\nany collateral now or hereafter pledged to Transferee or any other Person\nacting on behalf of Transferee by such Obligor, whether or not such claim,\nremedy or right arises in equity, at law or under contract, directly or\nindirectly, is for cash or other property or arises by set-off or in any\nother manner (as payment or security on account of such claim or other\nrights)) shall be subordinate to the rights and claims of Transferee\nagainst such Obligor.  If any amount shall be paid to Transferor in\nrespect of any Subrogation Right at a time when the Obligations shall not\nhave been paid in full and in cash, the Facility shall not have been\nterminated or this guarantee shall not have been discontinued, such amount\nshall be deemed to have been paid to Transferor for the benefit of, and\nheld in trust for the benefit of, Transferee, and shall forthwith be paid\nto Transferee.  Transferor acknowledges that it will receive direct and\nindirect benefits from the transactions contemplated by the Agreement\nDocuments and that the forbearance set forth in this Section 10.06 is\nknowingly granted in contemplation of such benefits.\n\n     (b)  Transferor understands and acknowledges that if Transferee\nforecloses, either by judicial foreclosure or by exercise of power of\nsale, any deed of trust (if any) securing the Guaranteed Obligations, that\nsuch foreclosure could impair or destroy any ability that Transferor may\nhave to seek reimbursement, contribution, or indemnification from any\nObligors or others based on any right Transferor may have of subrogation,\nreimbursement, contribution, or indemnification for any amounts paid by\nTransferor under this guarantee.  Transferor further understands and\nacknowledges that in the absence of this paragraph, such potential\nimpairment or destruction of Transferor's rights, if any, may entitle\nTransferor to assert a defense to this guarantee based on Section 580d of\nthe California Code of Civil Procedures as interpreted in Union Bank v.\nGradsky, 265 Cal. App.2d. 40 (1968).  By executing this guarantee,\nTransferor freely, irrevocably, and unconditionally:  (i) waives and\nrelinquishes that defense and agrees that Transferor will be fully liable\nunder this guarantee even though Transferee may foreclose, either by\njudicial foreclosure or by exercise of power of sale, any deed of trust\nsecuring the Guaranteed Obligations; (ii) agrees that Transferor will not\nassert that defense in any action or proceeding which Transferee may\ncommence to enforce this guarantee; (iii) acknowledges and agrees that the\nrights and defenses waived by Transferor in this guarantee include any\nright or defense that Transferor may have or be entitled to assert based\nupon or arising out of any one or more of Sections 580a, 580b, 580d, or\n726 of the California Code of Civil Procedure or Section 2848 of the\nCalifornia Civil Code; and (iv) acknowledges and agrees that Transferee is\nrelying on this waiver in entering into and performing its obligations\nunder this Agreement, and that this waiver is a material part of the\nconsideration which Transferee is receiving for entering into and\nperforming its obligations under this Agreement.\n\n     (c)  Transferor waives any rights and defenses available to\nTransferor by reason of Sections 2787 to 2855, inclusive, of the\nCalifornia Civil Code including, without limitation, (1) any defenses\nTransferor may have to its obligations under this guarantee by reason of\nan election of remedies by Transferee and (2) any rights or defenses\nTransferor may have by reason of protection afforded to any Obligor with\nrespect to any of the Guaranteed Obligations pursuant to the\nantideficiency or other laws of California limiting or discharging any of\nthe Guaranteed Obligations, including, without limitation, Sections 580a,\n580b, 580d, or 726 of the California Code of Civil Procedure.\n\n     (d)  Transferor waives all rights and defenses arising out of an\nelection of remedies by Transferee, even though that election of remedies,\nsuch as a nonjudicial foreclosure with respect to security for a\nguaranteed obligation, has destroyed Transferor's rights of subrogation\nand reimbursement against any Obligor by the operation of Section 580d of\nthe California Code of Civil Procedure or otherwise.\n\n     (e)  No provision or waiver in this guarantee shall be construed as\nlimiting the generality of any other waiver contained in this guarantee.\n\n\n                                ARTICLE XI\n                               MISCELLANEOUS\n\n     SECTION 11.01   Amendments, Waivers, Etc.  No amendment, modification\nor waiver of any provision of this Agreement nor consent to any departure\ntherefrom shall in any event be effective unless the same shall be in\nwriting and signed by (a) Transferor and Transferee (with respect to an\namendment or modification) or (b) Transferee (with respect to a waiver or\nconsent by it) or Transferor (with respect to a waiver or consent by it),\nas the case may be, and then such waiver or consent shall be effective\nonly in the specific instance and for the specific purpose for which\ngiven.  Schedule II hereto and Annex I to Exhibit 1.02(b) may be modified\nat any time by mutual written consent of the parties.  No failure or delay\non the part of Transferee or any Indemnified Party to exercise, and no\ndelay in exercising, any right hereunder shall operate as a waiver\nthereof; nor shall any single or partial exercise of any right hereunder\npreclude any other or further exercise thereof or the exercise of any\nother right.  The remedies herein provided are cumulative and not\nexclusive of any remedies provided by applicable law.\n\n     SECTION 11.02   Notices, Etc.  All notices and other communications\nprovided for hereunder shall, unless otherwise stated herein, be in\nwriting (including facsimile communication) and shall be personally\ndelivered or sent by certified mail, postage prepaid, by facsimile or by\novernight courier, to the intended party at the address or facsimile\nnumber of such party set forth under its name on the signature pages\nhereof or at such other address or facsimile number as shall be designated\nby such party in a written notice to the other parties hereto given in\naccordance with this Section 11.02.  All such notices and communications\nshall be effective, (a) if personally delivered, when received, (b) if\nsent by certified mail, five Business Days after having been deposited in\nthe mail, postage prepaid and properly addressed, (c) if transmitted by\nfacsimile, when sent, receipt confirmed by telephone or electronic means,\nand (d) if sent by overnight courier, two Business Days after having been\ngiven to such courier unless sooner received by the addressee; provided\nthat notwithstanding the foregoing, notices and communications pursuant to\nArticle I shall not be effective until received.\n\n     SECTION 11.03   Binding Effect; Assignability; Survival of\nProvisions.  This Agreement shall be binding upon and inure to the benefit\nof Transferor, Transferee and the Servicing Agent and their respective\nsuccessors and assigns, and the provisions of Sections 3.02 and 6.03 and\nArticle IX shall inure to the benefit of Transferee and the Indemnified\nParties, respectively, and their respective successors and assigns.\nTransferor shall not assign any of its rights hereunder or any interest\nherein without the prior written consent of Transferee.  Transferee may\nnot, without the prior written consent of Transferor (which consent may\nnot be unreasonably withheld or delayed), assign its rights and\nobligations hereunder at any time to any Person, except that Transferee\nmay, without such consent, assign any of such rights or obligations (i) to\nany present or future Affiliate of Transferee, and also (ii) at any time\nwhen any Termination Event or any Unmatured Termination Event described in\nSection 8.01(f) shall have occurred and be continuing, to any Person\nselected by Transferee.  This Agreement shall create and constitute the\ncontinuing obligations of the parties hereto in accordance with its terms,\nand shall remain in full force and effect until the date following the\nTermination Date on which any Carryforward Amount shall have been reduced\nto zero and all Transferred Receivables and all Obligations that have ever\nbeen outstanding hereunder have been finally and fully paid and performed.\nThe rights and remedies with respect to any breach of any representation\nand warranty made by Transferor pursuant to Article V and the\nindemnification and payment provisions of Article IX and Sections 3.02,\n3.05 and 11.07 shall be continuing and shall survive any termination of\nthis Agreement.\n\n     SECTION 11.04   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,\nAND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF\nCALIFORNIA, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF\nTRANSFEREE IN THE TRANSFERRED ASSETS IS GOVERNED BY THE LAWS OF A\nJURISDICTION OTHER THAN THE STATE OF CALIFORNIA.\n\n     SECTION 11.05   Costs, Expenses and Taxes.  In addition to its\nobligations under Article IX, Transferor agrees to pay to Transferee and\nthe other Indemnified Parties on demand:\n\n     (a)  all reasonable out-of-pocket and other costs and expenses in\nconnection with the preparation, execution, delivery and administration of\nthe Agreement Documents and each Letter of Credit, including the\nreasonable fees and expenses of counsel (including local counsel and the\nallocated costs of in-house counsel, if any) for Transferee and the other\nIndemnified Parties with respect thereto, and all costs and expenses, if\nany (including reasonable counsel fees and expenses (including local\ncounsel and the allocated costs of in-house counsel, if any)), in\nconnection with the enforcement of the Agreement Documents and each Letter\nof Credit, or any claim of breach of contract, breach of warranty or any\nother breach of any Agreement Document and each Letter of Credit or any\ntort claim relating to any of the foregoing;\n\n     (b)  all present and future stamp and other taxes and governmental\nfees and charges payable or determined to be payable in connection with\nthe execution, delivery, filing, recording or performance of the Agreement\nDocuments (other than taxes on the overall net income of the Person that\nis requesting payment under this Section 11.05), and agrees to indemnify\neach such Person against all penalties and interest with respect to or\nresulting from such taxes, charges and fees and against all other\nliabilities with respect to or resulting from any delay in paying or\nomission to pay such taxes, charges and fees;\n\n     (c)  all reasonable costs and expenses of Transferee in connection\nwith performing any of the obligations of Transferor or the Servicing\nAgent under or in connection with the Agreement Documents; and\n\n     (d)  all other reasonable costs and expenses and all taxes incurred\nby Transferee in connection with the auditing of Transferor's books\nrelating to the Receivables by certified public accountants at any time,\nprovided, that unless a Termination Event or Unmatured Termination Event\nshall have occurred and be continuing, Transferor shall only be required\nto reimburse Transferee for the cost of one such audit in each calendar\nyear.\n\n     SECTION 11.06   Execution in Counterparts.  This Agreement may be\nexecuted in separate counterparts, each of which shall be deemed to be an\noriginal and all of which shall constitute one and the same Agreement.\n\n     SECTION 11.07   Confidentiality.  (a) Transferor acknowledges that\nTransferee regards the structure of the transactions contemplated by this\nAgreement to be proprietary, and Transferor agrees that:\n\n          (i)  it will not disclose without the prior consent of\n     Transferee (other than to Transferor's directors, employees,\n     auditors, counsel or affiliates (collectively, \"Transferor\n     Representatives\"), each of whom shall be informed by Transferor of\n     the confidential nature of the Information (as defined below) and of\n     the terms of this Section 11.07), (A) detailed information regarding,\n     or copies of, the Agreement Documents and the attachments thereto or\n     any transaction specifically contemplated herein or therein, except\n     to other financial institutions providing services or funds to\n     Transferor who enter into a confidentiality agreement with respect to\n     the Agreement Documents and the above-described attachments and the\n     transactions specifically contemplated herein and therein (which\n     agreement shall be satisfactory in form and substance to Transferee)\n     and who agree not to copy or duplicate the structure of the\n     transactions contemplated by this Agreement or otherwise to use the\n     information described above that is so disclosed to them for any\n     purpose other than their credit evaluations of Transferor or (B) any\n     information regarding Transferee, which information is furnished by\n     Transferee to Transferor and which is designated by Transferee to\n     Transferor in writing as confidential or as not otherwise available\n     to the general public (the information referred to in clauses (A) and\n     (B) is collectively called the \"Information\"); provided that\n     Transferor may disclose any such Information as may be required or\n     requested by or to any municipal, state, federal or other regulatory\n     body having or claiming to have jurisdiction over Transferor or in\n     order to comply with any law, order, regulation, regulatory request\n     or ruling applicable to Transferor;\n\n          (ii) except as provided above, it will use the Information\n     solely to evaluate, administer and enforce the transactions\n     contemplated by the Agreement Documents and to make any necessary\n     business judgments with respect thereto; and\n\n          (iii)     upon reduction of each Carryforward Amount to zero or\n     cancellation thereof and final payment in full of all Transferred\n     Receivables and all Obligations, it  will, upon demand, return (and\n     cause each of the Transferor Representatives to return) to Transferee\n     all documents or other written material received from Transferee and\n     all copies thereof made by Transferor which contain the Information.\n\n     (b)  Transferee acknowledges that Transferor regards certain\ninformation with respect to Transferor and the Receivables to be\nconfidential, and Transferee agrees that:\n\n          (i)  it will not disclose without the prior consent of\n     Transferor (other than to the assignees, participants, proposed\n     assignees, proposed participants, directors, employees, auditors,\n     counsel, agents or affiliates (collectively, the \"Transferee\n     Representatives\") of Transferee, each of whom shall be informed by\n     Transferee of the confidential nature of Transferor Information (as\n     defined below) and of the terms of this Section 11.07), (A) any\n     financial, business, marketing or strategic information with respect\n     to Transferor which is not otherwise available to the general public\n     and which has been designated in writing by Transferor as \"secret\" or\n     \"confidential\" or which has been orally designated by Transferor as\n     confidential which designation is confirmed in writing by Transferor\n     within seven days, (B) the identity of the Obligors of the\n     Receivables and the Unpaid Balances thereof, or (C) any other\n     information regarding Transferor or the Receivables which is\n     furnished by Transferor to Transferee and which is designated by\n     Transferor to Transferee in writing (or orally, confirmed in writing\n     within seven days) as \"secret\", \"confidential\" or as not otherwise\n     available to the general public (the information referred to in\n     clauses (A), (B) and (C) is collectively called the \"Transferor\n     Information\"); provided that Transferee may disclose any such\n     Transferor Information as may be required or requested by or to any\n     municipal, state, federal or other regulatory body having or claiming\n     to have jurisdiction over Transferee or in order to comply with any\n     law, order, regulation or ruling applicable to Transferee;\n\n          (ii) except as set forth above, it will use Transferor\n     Information solely for the purpose of evaluating, administering and\n     enforcing the transactions contemplated by the Agreement Documents\n     and making any necessary business judgments with respect thereto; and\n\n          (iii)     upon reduction of each Carryforward Amount to zero or\n     cancellation thereof and final payment in full of all the Transferred\n     Receivables and all Obligations, it will, upon demand, return (and\n     cause each of the Transferee Representatives to return) to Transferor\n     all documents or other written material received from Transferor in\n     connection with clause (b)(i) above and all copies thereof made by\n     Transferee which contain Transferor Information, provided, that\n     Transferee may keep such materials, subject to the confidentiality\n     provisions hereof, as required by applicable law or regulation.\n\n     (c)  This Section 11.07 shall be inoperative as to such portions of\nthe Information or Transferor Information (as applicable) which are or\nbecome generally available to the public or to a party to this Agreement\non a nonconfidential basis or were known to a party to this Agreement on a\nnonconfidential basis prior to its disclosure by a party to this\nAgreement.\n\n     (d)  In the event that Transferor or anyone to whom Transferor or any\nof Transferor Representatives transmits the Information is requested or\nbecomes legally compelled (by interrogatories, requests for information or\ndocuments, subpoena, civil investigation demand or similar process) to\ndisclose any of the Information, Transferor will provide Transferee with\nprompt written notice so that Transferee may seek a protective order or\nother appropriate remedy and\/or waive compliance with the provisions of\nthis Section 11.07.  In the event that such protective order or other\nremedy is not obtained, or Transferee waives compliance with the\nprovisions of this Section 11.07, Transferor will furnish only that\nportion of the Information which is legally required to be furnished and\nwill exercise its best efforts to obtain reliable assurance that\nconfidential treatment will be accorded the Information.\n\n     (e)  This Section 11.07 shall survive termination of this Agreement.\n\n     SECTION 11.08   Release.  At such time as each Carryforward Amount\nshall have been reduced to zero or cancelled by Transferee, all\nTransferred Receivables and all Obligations that have ever been\noutstanding hereunder shall have been finally and fully paid and performed\nand the Facility shall have been terminated, Transferee shall promptly\nexecute and deliver, at Transferor's request and expense, all UCC\ntermination statements and other documents that Transferor may reasonably\nrequest to evidence the termination of Transferee's interest in the\nTransferred Assets.\n\n     SECTION 11.09   Severability of Provisions.  If any covenants,\nagreements, provisions or terms of any Agreement Document shall for any\nreason whatsoever be held invalid, then such covenants, agreements,\nprovisions or terms shall be deemed severable and shall in no way affect\nthe validity or enforceability of the other provisions of or any Agreement\nDocument.\n\n     SECTION 11.10   Conflict in Agreement Documents.  If there is any\nconflict between this Agreement and any other Agreement Document, this\nAgreement and such other Agreement Document shall be interpreted, if\npossible, so as to avoid or minimize such conflict but, to the extent (and\nonly to the extent) of such conflict, this Agreement shall prevail and\ncontrol.\n\n     SECTION 11.11   Legal Representation of Parties.  This Agreement and\nthe other Agreement Documents were negotiated by the parties with the\nbenefit of legal representation and any rule of construction or\ninterpretation otherwise requiring this Agreement or any other Agreement\nDocument to be construed or interpreted against any party shall not apply\nto any construction or interpretation hereof or thereof.  Without limiting\nthe generality of the foregoing, Transferor acknowledges that it has made\nan independent determination to enter into the transactions contemplated\nby the Agreement Documents and has not relied on any representation or\nother assurance by or on behalf of Transferee regarding any legal, tax,\naccounting or other treatment or effect of such transactions.\n\n     SECTION 11.12   Recording.  Transferor understands and agrees that\nTransferee in its sole discretion may record, on tape or otherwise, any\ntelephone conversation between Transferor and Transferee.  Transferor\nhereby agrees and consents to such tape recording and waives any right\nTransferor may have to object to the admissibility into evidence of such\nrecording in any legal proceeding between Transferor and Transferee or in\nany other proceeding to which Transferor is a party or in which\nTransferee's records are subpoenaed.  Transferee shall not be required to\ntranscribe such recordings or maintain such recordings or any transcripts\nthereof.\n\n     SECTION 11.13   Judgments.  To the extent permitted by applicable\nlaw, if any judgment or order expressed in any currency other than Dollars\nis rendered (i) for the payment of any amount owing in respect of this\nAgreement, or (ii) in respect of a judgment or order of another court for\nthe payment of any such amount, the party seeking recovery, after recovery\nin full of the aggregate amount to which such party is entitled pursuant\nto the judgment or order, will be entitled to receive immediately from the\nother party the amount of any shortfall of the Dollars received by such\nparty as a consequence of sums paid in such other currency and will refund\npromptly to the other party any excess of the Dollars received by such\nparty as a consequence of sums paid in such other currency if such\nshortfall or such excess arises or results from any variation between the\nrate of exchange at which Dollars are converted into the currency of the\njudgment or order for the purposes of such judgment or order and the rate\nof exchange at which such party is able, acting in a reasonable manner and\nin good faith in converting the currency received into Dollars, to\npurchase Dollars with the amount of the currency of the judgment or order\nactually received by such party.  The term \"rate of exchange\" includes,\nwithout limitation, any premiums and costs of exchange payable in\nconnection with the purchase of or conversion into Dollars.\n\n     SECTION 11.14   Submission to Jurisdiction.  TRANSFEROR (IN ITS\nCAPACITIES AS TRANSFEROR AND AS INITIAL SERVICING AGENT) HEREBY\nIRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL\nCOURT SITTING IN SAN FRANCISCO, CALIFORNIA OVER ANY ACTION OR PROCEEDING\nARISING OUT OF OR RELATING TO ANY AGREEMENT DOCUMENT, AND HEREBY (A)\nIRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING\nMAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR FEDERAL COURT; AND\n(B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,\nTHE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR\nPROCEEDING.\n\n     SECTION 11.15   Integration.  The Agreement Documents contain a final\nand complete integration of all prior expressions by the parties hereto\nwith respect to the subject matter hereof and thereof and shall together\nconstitute the entire agreement among the parties hereto with respect to\nthe subject matter hereof and thereof, superseding all prior oral or\nwritten understandings.\n\n     SECTION 11.16   Waiver of Jury Trial.  TRANSFEROR (IN ITS CAPACITIES\nAS TRANSFEROR AND AS INITIAL SERVICING AGENT) AND TRANSFEREE EACH HEREBY\nEXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING\nTO ENFORCE OR DEFEND ANY RIGHTS UNDER ANY AGREEMENT DOCUMENT OR UNDER ANY\nAMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE DELIVERED IN\nTHE FUTURE IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM OR RELATING\nTO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR\nWRITTEN), ACTIONS OF EITHER OF THE PARTIES HERETO OR ANY RELATIONSHIP\nEXISTING IN CONNECTION WITH ANY AGREEMENT DOCUMENT, AND EACH OF THEM\nAGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT\nAND NOT BEFORE A JURY.\n\n\n          IN WITNESS WHEREOF, Transferor and Transferee have caused this\nAgreement to be executed by their respective officers thereunto duly\nauthorized, as of the date first above written.\n\n\n                         STORAGE TECHNOLOGY CORPORATION\n                              as Transferor and as initial Servicing Agent\n\n\n                         By \/s\/ Mark D. McGregor\n                         ---------------------------------------\n                           Title:  Vice President and Treasurer\n\n                         2270 South 88th Street\n                         Louisville, Colorado  80028-4308\n                         Facsimile No.:  (303) 673-2837\n                         Attention:  Treasurer\n\n\n\n\n                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS\n                         ASSOCIATION,\n                              as Transferee\n\n\n                         By \/s\/ Kevin McMahon\n                         ---------------------------------------\n                            Title:  Vice President\n\n                         555 California Street, 41st Floor\n                         San Francisco, California 94104\n                         Attention: Kevin McMahon\n                         Facsimile No.: (415) 622-2514\n\n                         EURODOLLAR OFFICE\n\n                         Global Payment Operations\n                         Domestic Account Administration, #5693\n                         1850 Gateway Boulevard, 4th Floor\n                         Concord, California  94520\n                         Attention:  Denise Robertson\n                         Facsimile No.: (510) 675-7531\n\n                         All Notices pursuant to the Agreement other\n                         than notices pursuant to Sections 1.02(b),\n                         1.02(c), and 1.02(e), will be sent to\n                         Transferee at both of the above addresses.\n\n                         NOTICES PURSUANT TO SECTIONS 1.02(B),\n                         1.02(C), 1.02(E), 1.06 AND 1.08 WILL BE SENT\n                         TO TRANSFEREE AT:\n\n                         555 California Street, 10th Floor\n                         San Francisco, California  94104\n                         Attention:  Mike Bernal\n                         Facsimile No.: (415) 622-0361\n\n\n\n                           SCHEDULE I\n\n                          DEFINITIONS\n\n     \"Adverse Claim\" means any lien, security interest, charge,\nencumbrance or right or claim of any Person, or any contractual provision\nrestricting the transfer of any Receivables hereunder, but excluding any\nof the foregoing that arise under any Agreement Document in favor of\nTransferee or any other Indemnified Party.\n\n     \"Affected Party\" means Transferee and any Person to whom Transferee\nhas assigned an interest in Transferee's rights under the Agreement.\n\n     \"Affiliate\" means, as to any Person, any other Person directly or\nindirectly controlling, controlled by, or under common control with, such\nPerson.\n\n     \"Agreement\" is defined in the Preamble.\n\n     \"Agreement Documents\" means this Agreement, each Supplement, each\nAssignment Certificate, each Deficiency Certificate, each Amendment and\nall agreements, instruments, certificates, reports and documents executed\nand delivered or to be executed and delivered under or in connection with\nany of the foregoing.\n\n     \"Aggregate Net Investment\" means at any time an amount equal to the\naggregate amounts paid by Transferee to Transferor in respect of Purchase\nPrices (calculated without giving effect to any discount) for Transferred\nReceivables which as of such date have not been paid in full.\n\n     \"Allocated Purchase Price\" is defined in Section 1.02(b)(i)(D).\n\n     \"Amendment\" is defined in Section 1.07(c).\n\n     \"Assignment Certificate\" is defined in Section 1.04(d).\n\n     \"Bank Credit Agreement\" means the Amended and Restated Multicurrency\nCredit Agreement dated as of September 28, 1994 among Transferor, certain\nof its Subsidiaries, the banks and financial institutions parties thereto,\nand Bank of America National Trust and Savings Association, as Agent,\nSwing Line Bank and Issuing Bank, as amended and supplemented from time to\ntime.\n\n     \"BofA\" means Bank of America National Trust and Savings Association.\n\n     \"Bankruptcy Event\" shall be deemed to have occurred with respect to a\nPerson if either:\n\n          (a)  a case or other proceeding shall be commenced, without the\n     application or consent of such Person, under any law relating to\n     bankruptcy, insolvency, reorganization, dissolution, winding up or\n     composition or adjustment of debts (each, an \"Insolvency Law\"), and\n     such case or proceeding shall continue undismissed, or unstayed and\n     in effect, for a period of 60 days; or an order for relief in respect\n     of such Person shall be entered in an involuntary case under an\n     Insolvency Law; or\n\n          (b)  such Person shall commence a voluntary case or other\n     proceeding under any Insolvency Law, or shall consent to the\n     appointment of or taking possession by a receiver, liquidator or\n     other similar official for such Person or for any substantial part of\n     its property, or shall make any general assignment for the benefit of\n     creditors.\n\n     \"Base Foreign Currency Amount\" is defined in Section 1.02(i)(B).\n\n     \"Business Day\" means a day (a) that is not Saturday or Sunday and on\nwhich commercial banks in San Francisco are not authorized or required to\nbe closed for business and (b) that is also a Eurodollar Business Day, if\nthe applicable Business Day relates to the determination of the Eurodollar\nRate.\n\n     \"Carryforward Amount\" is defined in Section 1.03(c).\n\n     \"Change in Control\" means the occurrence, after the date of this\nAgreement, of any of the following: (a) any Person or two or more Persons\nacting in concert acquiring beneficial ownership (within the meaning of\nRule 13d-3 of the Securities and Exchange Commission under the Securities\nExchange Act of 1934), directly or indirectly, of securities of Transferor\n(or other securities convertible into such securities) representing 50% or\nmore of the combined voting power of all securities of Transferor entitled\nto vote in the election of directors; (b) during any period of up to 12\nconsecutive months, commencing after the Initial Closing Date, individuals\nwho at the beginning of such 12-month period were directors of Transferor\nceasing for any reason to constitute a majority of the Board of Directors\nof Transferor unless the Persons replacing such individuals were nominated\nby the Board of Directors of Transferor; (c) any Person or two or more\nPersons acting in concert acquiring by contract or otherwise, or entering\ninto a contract or arrangement that upon consummation will result in its\nor their acquisition of, or control over, securities of Transferor (or\nother securities convertible into such securities) representing 50% or\nmore of the combined voting power of all securities of STK entitled to\nvote in the election of directors; (d) Transferor shall be a party to any\nmerger or consolidation in which Transferor is not a surviving entity  or\n(e) Transferor shall directly or indirectly transfer, assign, convey or\nlease, whether in one transaction or in a series of transactions, all or\nsubstantially all of its assets, (whether now owned or hereafter acquired)\nto any other Person or Persons.\n\n     \"Change in Control Termination Event\" is defined in Section\n8.02(e)(i).\n\n     \"Collections\" means, as to any Receivable, all cash collections and\nother cash proceeds of such Receivable and all other funds which are\ndeemed to have been received as a Collection pursuant to Section 2.01.\n\n     \"Contract\" means an agreement or arrangement between Transferor and\nany Person, pursuant to or under which such Person shall be obligated to\nmake payments to Transferor from time to time.\n\n     \"currency\" means any currency which is authorized by the laws of any\nnation to circulate as a medium of exchange in such nation.\n\n     \"Debt\" of any Person at any date means (a) all obligations,\ncontingent or otherwise, of such Person for borrowed money (whether or not\nthe recourse of the lender is to the whole of the property of such Person\nor only to a portion thereof), (b) all obligations of such Person\nevidenced by bonds, notes or other similar instruments, (c) all\nobligations of such Person in respect of letters of credit or other\nsimilar instruments (or reimbursement obligations with respect thereto),\n(d) all obligations of such Person to pay the unpaid purchase price of any\nproperty or services, (e) all obligations of such Person as lessee under\nleases which under generally accepted accounting principles would be\ncapitalized, (f) all Debt secured by an Adverse Claim on any property of\nsuch Person, whether or not such Debt is assumed by such Person, (g) all\nGuaranties by such Person, and (h) all net obligations in respect of Hedge\nContracts.\n\n     \"Defaulted Receivable\" means a Receivable which (A) has been written\noff in whole or in part as a result of non-payment for credit reasons or\n(B) the Obligor of which is the subject of a Bankruptcy Event, in each\ncase (i) as of the close of business on the Business Day immediately\npreceding the Transfer Date for the related Transfer or (ii) at any time\nthereafter.\n\n     \"Deferral Compensation Amount\" is defined in Section 1.03(d).\n\n     \"Deficiency Certificate\" is defined in Section 1.02(f).\n\n     \"Determination Date\" is defined in Section 1.02(f).\n\n     \"Determination Date Exchange Rate\" is defined in Section 1.02(c).\n\n     \"Discount\" is defined in Section 1.04(b).\n\n     \"Discount Period\" is defined in Section 1.04(b).\n\n     \"Dollars\" means lawful money of the United States of America.\n\n     \"Dollar Equivalent Balance\" is defined in Section 1.03(b)(i).\n\n     \"Early Termination\" is defined in Section 1.08(a).\n\n     \"Early Termination Date\" is defined in Section 1.08(b)(i).\n\n     \"Early Termination Payment\" is defined in Section 1.08(b).\n\n     \"Eligible Receivable\" means, at any time, a Receivable:\n\n          (a)  which has been fully earned by performance by Transferor of\n     all of its obligations giving rise thereto and is due and payable no\n     later than the 90th day after the Transfer Date applicable to such\n     Receivable (it being understood that Transferor shall be obligated to\n     pay Transferee the Dollar Equivalent Balance of Transferred\n     Receivables on the applicable Settlement Date whether or not such\n     Transferred Receivable is then due and payable by the Obligor\n     thereof;\n\n          (b)  which constitutes an \"account\" or, if permitted under the\n     Bank Credit Agreement to be transferred hereunder, a \"general\n     intangible\", both as defined in the California UCC;\n\n          (c)  the Obligor of which, unless waived in writing by\n     Transferee, is not the Obligor of any Defaulted Receivables;\n\n          (d)  which is not a Defaulted Receivable;\n\n          (e)  with regard to which the warranty in Section 5.01(f) is\n     true and correct;\n\n          (f)  the assignment of which (including the transfer of which to\n     Transferee) does not contravene or conflict with (A) any law, rule or\n     regulation or (B) any contractual or other restriction, limitation or\n     encumbrance which has not been waived by all necessary parties;\n\n          (g)   which, together with the Contract related thereto,\n     conforms in all material respects with all applicable laws, rules and\n     regulations and with respect to which no party to the Contract\n     related thereto is in violation of any such law, rule or regulation;\n     and\n\n          (h)  with respect to which applicable laws, rules and\n     regulations would not require the withholding of taxes from any\n     amounts received by Transferor from Transferee as proceeds of the\n     transfer of such Receivable or from any amounts received by\n     Transferor or Transferee as Collections in respect of such\n     Receivable.\n\n     Receivables that are owed to Transferor, or that have been sold to\nTransferor, by United States or foreign Subsidiaries of Transferor are\nEligible Receivables if they meet all the foregoing criteria.\n\n     \"Environmental Law\" means any federal, state, local or foreign\nstatute, law, rule, regulation, ordinance, code, duly promulgated policy\nor rule of common law now or hereafter in effect and in each case as\namended, and any judicial or administrative interpretation thereof,\nincluding any order, consent decree or judgment, relating to the\nenvironment, health, safety or any Hazardous Material.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974,\nand any regulations thereunder.\n\n     \"ERISA Affiliate\" means any Person who for purposes of Title IV of\nERISA is a member of Transferor's controlled group, or under common\ncontrol with Transferor, within the meaning of Section 414 of the Internal\nRevenue Code.\n\n     \"ERISA Event\"  means (i) the occurrence of a reportable event, within\nthe meaning of Section 4043 of ERISA, unless the 30-day notice requirement\nwith respect thereto has been waived by the PBGC; (ii) the provision by\nthe administrator of any Plan of a notice of intent to terminate such\nPlan, pursuant to Section 4041(a)(2) of ERISA (including any such notice\nwith respect to a plan amendment referred to in Section 4041(e) of ERISA);\n(iii) the cessation of operations at a facility in the circumstances\ndescribed in Section 4068(f) of ERISA; (iv) the withdrawal by Transferor\nor an ERISA Affiliate from a Multiple Employer Plan during a plan year for\nwhich it was a substantial employer, as defined in Section 4001(a)(2) of\nERISA; (v) the failure by Transferor or any ERISA Affiliate to make a\npayment to a Plan required under Section 302(f)(1) of ERISA; (vi) the\nadoption of an amendment to a Plan requiring the provision of initial or\nadditional security to such Plan, pursuant to Section 307 of ERISA; or\n(vii) the institution by the PBGC of proceedings to terminate a Plan,\npursuant to Section 4042 of ERISA, or the occurrence of any event or\ncondition which might constitute grounds under Section 4042 of ERISA for\nthe termination of, or the appointment of a trustee to administer, a Plan.\n\n     \"Eurodollar Business Day\" means a Business Day on which dealings in\nDollars are carried on in the London eurodollar interbank market.\n\n     \"Eurodollar Office\" means the office of Transferee designated as such\non the signature page of the Agreement, or such other office or Affiliate\nof Transferee as Transferee may from time to time specify to Transferor.\n\n     \"Eurodollar Rate\" means, for any period, a rate of interest per annum\nequal to the rate per annum (rounded upwards to the nearest whole multiple\nof 1\/16 of 1% per annum, if such percentage is not a multiple,) determined\nby Transferee, at which deposits in Dollars are offered by the Eurodollar\nOffice in London to prime banks in the London interbank market:\n\n          (a)  for purposes of calculating the Discount applicable to the\n     Purchase Price or Reduced Purchase Price pursuant to Section 1.04,\n     two Eurodollar Business Days prior to the first day of the Discount\n     Period specified in Section 1.04, for delivery on such first day, for\n     the number of days in the applicable Discount Period or as otherwise\n     specified in Section 1.04, and in an amount equal to the Transferred\n     Receivables Amount; and\n\n          (b)  for purposes of calculating the discount on Early\n     Termination Payments pursuant to Section 1.08, on the date on which\n     such payment is made, for a period equal to the number of days until\n     the value date on which such payment is based, as specified in\n     Section 1.08, in an amount as specified in such Section.\n\n     \"Eurodollar Rate (Reserve Adjusted)\" means, for any period, a rate\nper annum (expressed as a decimal, rounded upward to the nearest whole\nmultiple of 1\/100 of 1%, if such percentage is not a multiple) equal to\nthe quotient of:\n\n          (a)  the applicable Eurodollar Rate; divided by\n\n          (b)  a percentage equal to 100% minus the maximum reserve\n     percentage (expressed as a decimal, rounded upward to the nearest\n     whole multiple of 1\/100 of 1%, if such percentage is not such a\n     multiple) determined by Transferee as applicable on the first\n     Business Day of such period under regulations issued from time to\n     time by the Board of Governors of the Federal Reserve System or any\n     successor.\n\n     \"Facility\" means Transferee's commitment to acquire Eligible\nReceivables and Related Assets on each Transfer Date.\n\n     \"Facility Fee\" is defined in Section 3.01(a).\n\n     \"Facility Limit\" means $40,000,000, as such amount may be reduced\npursuant to Section 1.06.\n\n     \"Federal Funds Rate\" means, for any day, the rate set forth in the\nweekly statistical release designated as H.15(519), or any successor\npublication, published by the Federal Reserve Bank of New York (including\nany such successor, \"H.15 (519)\") on the preceding Business Day opposite\nthe caption \"Federal Funds (Effective)\"; or, if for any relevant day such\nrate is not so published on any such preceding Business Day, the rate for\nsuch day will be the arithmetic mean as determined by the Transferee of\nthe rates for the last transaction in overnight Federal funds arranged\nprior to 9:00 a.m. (New York City time) on that day by each of three\nleading brokers of Federal funds transactions in New York City selected by\nthe Transferee.\n\n     \"foreign currency\" means any currency other than Dollars.\n\n     \"GAAP\" means generally accepted accounting principles set forth in\nthe opinions and pronouncements of the Accounting Principles Board of the\nAmerican Institute of Certified Public Accountants and statements and\npronouncements of the Financial Accounting Standards Board (or agencies\nwith similar functions of comparable stature and authority within the\naccounting profession), or in such other statements by such other entity\nas may be in general use by significant segments of the U.S. accounting\nprofession, which are applicable to the circumstances.\n\n     \"Governmental Authority\" means the United States of America, any\nstate or other political subdivision thereof and any entity in the United\nStates of America or any applicable foreign jurisdiction that exercises\nexecutive, legislative, judicial, regulatory or administrative functions\nof or pertaining to government.\n\n     \"Group\" is defined in the definition of \"Change of Control\".\n\n     \"Guaranteed Obligations\" is defined in Section 10.01.\n\n     \"Guaranty\" means any agreement, undertaking or arrangement by which\nany Person guarantees, endorses, agrees to purchase or otherwise becomes\nor is contingently liable upon (by direct or indirect agreement,\ncontingent or otherwise, to provide funds for payment, to supply funds to,\nor otherwise to invest in, a debtor, or otherwise to assure a creditor\nagainst loss) the indebtedness, obligation or any other liability of any\nother Person (other than by endorsements of instruments in the course of\ncollection), or guarantees the payment of dividends or other distributions\nupon the shares of any other Person.\n\n     \"Hazardous Material\" means (a) any hazardous substance and toxic\nsubstance as such terms are presently defined or used in Section101(14) of\nthe Comprehensive Environmental Response, Compensation, and Liability Act\nof 1980 (42 U.S.C. Section9601(14)), in 33 U.S.C.  Section1251 et seq.\n(Clean Water Act), or 15 U.S.C. Section 2601 et seq.  (Toxic Substances\nControl Act), (b) any additional substances or materials that are now or\nhereafter hazardous or toxic substances under any applicable laws relating\nto any real property owned or occupied by Transferor or any of its\nSubsidiaries, and (c) as of any date of determination, any additional\nsubstances or materials that are hereafter incorporated in or added to the\ndefinition of \"hazardous substance\" or \"toxic substance\" for purposes of\nany Environmental Law.\n\n     \"Hedge Contract\" means an interest rate swap, cap, floor or collar\nagreement, currency exchange agreement or similar transaction entered into\nby Transferor.\n\n     \"Indemnified Amounts\" is defined in Section 9.01.\n\n     \"Indemnified Party\" is defined in Section 9.01.\n\n     \"Information\" is defined in Section 11.07(a)(i).\n\n     \"Initial Closing Date\" means January 31, 1996.\n\n     \"Insolvency Law\" is defined in the definition of \"Bankruptcy Event\".\n\n     \"Internal Revenue Code\" means the Internal Revenue Code of 1986.\n\n     \"Letter of Credit\" is defined in Section 4.03(b).\n\n     \"LIBOR Fixing Date\" is defined in Section 1.02(a)(iii).\n\n     \"Material Adverse Effect\" means a materially adverse effect on (a)\nthe financial condition, business, assets, operations or prospects of\nTransferor and its Subsidiaries, taken as a whole; (b) the ability of\nTransferor or the Servicing Agent to perform its obligations under any\nAgreement Document; (c) the validity or enforceability of, or\ncollectibility of amounts payable under, any Agreement Document; (d) the\nstatus, existence, perfection or priority of Transferee's interest in the\nTransferred Assets, free of any Adverse Claim; or (e) the performance or\nvalue of the Transferred Receivables taken as a whole.\n\n     \"Material Subsidiary\" means any Subsidiary of the Transferor that at\nany time either: (a) owns or holds title to 5% or more of the consolidated\nassets of the Transferor and its consolidated Subsidiaries, or (b)\naccounts for 5% or more of the consolidated revenue of the Transferor and\nits consolidated Subsidiaries, in each case as determined in accordance\nwith GAAP.\n\n     \"Multiemployer Plan\" means a multiemployer plan, as defined in\nSection 4001(a)(3) of ERISA, to which Transferor or any ERISA Affiliate is\nmaking or accruing an obligation to make contributions, or has within any\nof the preceding five plan years made or accrued an obligation to make\ncontributions.\n\n     \"Multiple Employer Plan\" means a single employer plan, as defined in\nSection 4001(a)(15) of ERISA, that (i) is maintained for employees of\nTransferor of any ERISA Affiliate and at least one Person other than\nTransferor and its ERISA Affiliates or (ii) was so maintained and in\nrespect of which Transferor or an ERISA Affiliate could have liability\nunder Section 4064 or 4069 of ERISA in the event such plan has been or\nwere to be terminated.\n\n     \"Obligations\" means all obligations of Transferor and the Servicing\nAgent to Transferee, any assignee of Transferee, any Indemnified Party and\ntheir respective successors, permitted transferees and assigns, that arise\nunder or in connection with the Agreement Documents (including under any\nforward contract entered into or deemed entered into pursuant to Section\n1.02(e)), howsoever created, arising or evidenced, whether direct or\nindirect, absolute or contingent, now or hereafter existing, or due or to\nbecome due.\n\n     \"Obligor\" means a Person obligated to make payments on a Receivable.\n\n     \"PBGC\" means the Pension Benefit Guaranty Corporation.\n\n     \"Person\" means an individual, partnership, corporation (including a\nbusiness trust), joint stock company, trust, unincorporated association,\nlimited liability company, joint venture, government or any agency or\npolitical subdivision thereof or any other entity.\n\n     \"Plan\" means a Single Employer Plan or a Multiple Employer Plan.\n\n     \"Pro-Rata Base Foreign Currency Amount\" is defined in\nSection 1.08(b)(iv)(A).\n\n     \"Pro-Rata Purchase Price\" is defined in Section 1.08(b)(iv)(B).\n\n     \"Purchase Price\" means, with respect to each Transfer, the amount\ndesignated as the \"Purchase Price\" to be paid by Transferee on a Transfer\nDate as specified in the related Supplement.\n\n     \"Receivable\" means any right to payment from an Obligor, arising from\nthe sale of goods or services or the licensing of intellectual property\nrights by Transferor in the ordinary course of its business.\n\n     \"Records\" means all Contracts, purchase orders, invoices and other\nagreements, documents, books, records and other media for the storage of\ninformation (including computer programs, disks and tapes) maintained by\nTransferor or, if applicable, the Servicing Agent with respect to the\nTransferred Assets, the related Contracts and\/or the related Obligors or\nthat are otherwise necessary or desirable to collect Transferred Assets.\n\n     \"Reduced Purchase Price\" is defined in Section 1.03(b)(ii).\n\n     \"Reduction Fraction\" is defined in Section 1.08(b)(iii).\n\n     \"Reference Rate\" means a fluctuating of interest per annum as shall\nbe in effect from time to time, which rate per annum shall at all times be\nequal to the higher of:\n\n          (a)  the rate of interest most recently announced from time to\n     time by Transferee in San Francisco, California, as its \"reference\n     rate.\"   It is a rate set by Transferee based upon various factors\n     including Transferee's costs and desired return, general economic\n     conditions and other factors, and is used as a reference point for\n     pricing some loans that may be priced at, above or below such\n     announced rate; and\n\n          (b)  0.50% per annum above the latest Federal Funds Rate.\n\n     \"Regulatory Change\" means, relative to any Affected Party,  (a)  any\nchange in (or the adoption, implementation, phase-in or commencement of\neffectiveness of) any (i) United States federal or state law or foreign\nlaw applicable to such Affected Party;  (ii)  regulation, interpretation,\ndirective, requirement or request (whether or not having the force of law)\napplicable to such Affected Party of (A) any court or Governmental\nAuthority charged with the interpretation or administration of any law\nreferred to in clause (a)(i) or of (B) any fiscal, monetary or other\nauthority having jurisdiction over such Affected Party; or (iii) GAAP or\nregulatory accounting principles applicable to such Affected Party and\naffecting the application to such Affected Party of any law, regulation,\ninterpretation, directive, requirement or request referred to in\nclause (a)(i) or (a)(ii) above; or (b) any change in the application to\nsuch Affected Party of any existing law, regulation, interpretation,\ndirective, requirement, request or accounting principles referred to in\nclause (a) above.\n\n     \"Related Assets\" is defined in Section 1.01.\n\n     \"Required Dollar Receivables Amount\" is defined in Section 1.02(c).\n\n     \"Required Foreign Currency Allocation\" is defined in Section\n1.02(e)(iii)(A).\n\n     \"Required L\/C Amount\" means (A) with respect to any Transfer of\nTransferred Receivables where Discount is deducted from the Purchase Price\nor Reduced Purchase Price thereof pursuant to Section 1.04, 100% of the\nTransferred Receivables Amount thereof, and (B) with respect to any\nTransfer of Transferred Receivables where the Transferor is obligated to\npay yield based on the Reference Rate pursuant to Section 3.03, 102% of\nthe Transferred Receivables Amount thereof.\n\n     \"Responsible Officer\" means, with respect to any certificate, report\nor notice to be delivered or given hereunder, unless the context otherwise\nrequires, the president, chief executive officer, chief financial officer,\ntreasurer or assistant treasurer of any Person, and, in addition, in\nrespect of Transferor, the Director of Treasury Operations of Transferor.\n\n     \"S&amp;P\" means Standard &amp; Poor's Ratings Services.\n\n     \"Scheduled Termination Date\" is defined in Section 1.07(a).\n\n     \"Servicing Agent\" is defined in Section 7.01(a).\n\n     \"Settlement Date\" is defined in Section 1.02(a)(iv).\n\n     \"Single Employer Plan\" means a single employer plan, as defined in\nSection 4001(a)(15) of ERISA, that (i) is maintained for employees of\nTransferor or an ERISA Affiliate and no Person other than Transferor and\nits ERISA Affiliates or (ii) was so maintained and in respect of which\nTransferor or an ERISA Affiliate could have liability under Section 4069\nof ERISA in the event such plan has been or were to be terminated.\n\n     \"Subrogation Rights\" is defined in Section 10.06.\n\n     \"Subsidiary\" means, with respect to any Person, any other\ncorporation, partnership or other entity which owns, directly or\nindirectly, more than 50% of the outstanding capital stock or other equity\ninterests (as applicable) having ordinary voting power for the election of\ndirectors or equivalent management personnel.\n\n     \"Successor Notice\" is defined in Section 7.01(a).\n\n     \"Successor Servicing Agent\" is defined in Section 7.04(f).\n\n     \"Supplement\" is defined in Section 1.02(b)(i).\n\n     \"Surviving Entity\" is defined in Section 8.02(e).\n\n     \"Taxes\" is defined in Section 3.05.\n\n     \"Termination Date\" is defined in Section 1.07(a).\n\n     \"Termination Event\" is defined in Section 8.01.\n\n     \"Transfer\" means Transferee's acquisition of Transferred Assets from\nTransferor pursuant to Section 1.01.\n\n     \"Transfer Date\" is defined in Section 1.02(a)(ii).\n\n     \"Transfer Exchange Rate\" is defined in Section 1.02(e)(iii)(E).\n\n     \"Transferee\" is defined in the Preamble.\n\n     \"Transferee Account\" means the segregated account maintained by\nTransferee in the name of Transferee at Bank of America National Trust and\nSavings Association specified in Section 2.07.\n\n     \"Transferee Representatives\" is defined in Section  11.07(b)(i).\n\n     \"Transferor\" is defined in the Preamble.\n\n     \"Transferor Information\" is defined in Section 11.07(b)(i).\n\n     \"Transferor Matter\" is defined in Section 9.02.\n\n     \"Transferor Party\" is defined in Section 9.02.\n\n     \"Transferor Representatives\" is defined in Section 11.07(a)(i).\n\n     \"Transferred Assets\" is defined in Section 1.01.\n\n     \"Transferred Receivable\" means a Receivable acquired by Transferee\nfrom Transferor on a Transfer Date.\n\n     \"Transferred Receivables Amount\" is defined in Section 1.03(b)(ii).\n\n     \"UCC\" means the Uniform Commercial Code as from time to time in\neffect in the applicable jurisdiction or jurisdictions.\n\n     \"Unmatured Termination Event\" means any event which, with the giving\nof notice or lapse of time, or both, would become a Termination Event.\n\n     \"Unpaid Balance\" of any Receivable means at any time the unpaid\namount thereof as shown on the books and records of (a) prior to any\nTransfer of such Receivable, Transferor, and (b) thereafter, Transferee,\nor, if applicable, the Servicing Agent, in each case calculated in\naccordance with GAAP and net of any applicable reserves on Transferor or\nthe applicable Person's books and records.\n\n     \"Withdrawal Liability\" has the meaning given to such term under Part\nI of Subtitle E of Title IV of ERISA.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,8959],"corporate_contracts_industries":[9415,9508],"corporate_contracts_types":[9613,9620],"class_list":["post-42589","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-storage-technology-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-technology__hardware","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42589","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42589"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42589"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42589"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42589"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}