Common use of Administration and Collection Clause in Contracts

Administration and Collection. 23 Section 8.1 Designation of Servicer 23 Section 8.2 Duties of Servicer 24 Section 8.3 Collection Notices 25 Section 8.4 Responsibilities of Seller 26 Section 8.5 Reports 26 Section 8.6 Servicing Fees 26 ARTICLE IX AMORTIZATION EVENTS 26 Section 9.1 Amortization Events 26 Section 9.2 Remedies 29 ARTICLE X INDEMNIFICATION 29 Section 10.1 INDEMNITIES BY SELLER 29 Section 10.2 Increased Cost and Reduced Return 33 Section 10.3 OTHER COSTS AND EXPENSES 34 ARTICLE XI THE AGENT 34 Section 11.1 Authorization and Action 34 Section 11.2 Delegation of Duties 35 Section 11.3 Exculpatory Provisions 35 Section 11.4 Reliance by Agent 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 Section 11.6 Reimbursement and Indemnification 36 Section 11.7 Agent in its Individual Capacity 36 Section 11.8 Successor Agent 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 37 Section 12.2 Participations 38 ARTICLE XIII LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 38 Section 13.2 Transfer Price Reduction Yield 39 Section 13.3 Payments to Conduits 39 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Section 13.5 Defaulting Financial Institutions 39 Section 13.6 Terminating Financial Institutions 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.1 Waivers and Amendments 41 Section 14.2 Notices 42 Section 14.3 Ratable Payments 42 Section 14.4 Protection of Ownership Interests of the Purchasers 42 Section 14.5 Confidentiality 43 Section 14.6 Bankruptcy Petition 44 Section 14.7 Limitation of Liability 44 Section 14.8 CHOICE OF LAW 44 Section 14.9 CONSENT TO JURISDICTION 44 Section 14.10 WAIVER OF JURY TRIAL 45 Section 14.11 Integration; Binding Effect; Survival of Terms 45 Section 14.12 Counterparts; Severability; Section References 45 Section 14.13 Bank One Roles 45 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit X Form of Monthly Report Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of September 28, 1999 is among KN Receivables Corporation, a Delaware corporation ("Seller"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 Section 8.1 SECTION 6.01. Designation of the Servicer 23 Section 8.2 Duties 20 SECTION 6.02. Rights of Servicer 24 Section 8.3 Collection Notices 25 Section 8.4 the Transferee 20 SECTION 6.03. Responsibilities of Seller the Transferor 21 SECTION 6.04. Maintenance of Perfection 21 ARTICLE VII. TERMINATION EVENTS SECTION 7.01. Termination Events 22 ARTICLE VIII. INDEMNIFICATION SECTION 8.01. Indemnities by the Transferor 23 SECTION 8.02. Retransfer of Medallion Loans 25 ARTICLE IX. MISCELLANEOUS SECTION 9.01. Amendments and Waivers 26 Section 8.5 Reports SECTION 9.02. Notices, Etc 26 Section 8.6 Servicing Fees 26 ARTICLE IX AMORTIZATION EVENTS 26 Section 9.1 Amortization Events 26 Section 9.2 SECTION 9.03. No Waiver; Remedies 29 ARTICLE X INDEMNIFICATION 29 Section 10.1 INDEMNITIES BY SELLER 29 Section 10.2 Increased Cost and Reduced Return 33 Section 10.3 OTHER COSTS AND EXPENSES 34 ARTICLE XI THE AGENT 34 Section 11.1 Authorization and Action 34 Section 11.2 Delegation of Duties 35 Section 11.3 Exculpatory Provisions 35 Section 11.4 Reliance by Agent 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 Section 11.6 Reimbursement and Indemnification 36 Section 11.7 Agent in its Individual Capacity 36 Section 11.8 Successor Agent 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 37 Section 12.2 Participations 38 ARTICLE XIII LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 38 Section 13.2 Transfer Price Reduction Yield 39 Section 13.3 Payments to Conduits 39 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Section 13.5 Defaulting Financial Institutions 39 Section 13.6 Terminating Financial Institutions 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.1 Waivers and Amendments 41 Section 14.2 Notices 42 Section 14.3 Ratable Payments 42 Section 14.4 Protection of Ownership Interests of the Purchasers 42 Section 14.5 Confidentiality 43 Section 14.6 Bankruptcy Petition 44 Section 14.7 Limitation of Liability 44 Section 14.8 CHOICE OF LAW 44 Section 14.9 CONSENT TO JURISDICTION 44 Section 14.10 WAIVER OF JURY TRIAL 45 Section 14.11 Integration; 27 SECTION 9.04. Binding Effect; Survival Assignability; Survival. 27 SECTION 9.05. Severability of Terms 45 Section 14.12 CounterpartsProvisions 28 SECTION 9.06. Costs, Expenses and Taxes 28 SECTION 9.07. Governing Law; SeverabilityJurisdiction; Section References 45 Section 14.13 Bank One Roles 45 Section 14.14 Characterization 46 Consent to Service of Process; Waiver of Jury Trial. 28 SECTION 9.08. No Proceedings 29 SECTION 9.09. Further Assurances 29 SECTION 9.10. Counterparts 30 SECTION 9.11. Merger and Integration 30 SECTION 9.12. Headings 30 EXHIBITS AND SCHEDULES Exhibit I Definitions Exhibit II EXHIBIT A Transfer Agreement EXHIBIT B Locations Where Records Are Kept; Location of Chief Executive Office EXHIBIT C Form of Purchase Notice Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit X Form of Monthly Report Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent RECEIVABLES PURCHASE EXHIBIT D Eligible Medallion Loan Criteria MEDALLION LOAN SALE AND CONTRIBUTION AGREEMENT This Receivables Purchase Agreement dated Dated as of September 28December 19, 1999 is among KN Receivables Corporation2006 MEDALLION FUNDING CORP., a New York corporation (the “Transferor”), and TAXI MEDALLION TRUST II, a Delaware corporation statutory trust ("Seller"the “Transferee”), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually agree as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.follows:

Administration and Collection. 23 Section 8.1 5.1 Designation of Sub-Servicer 23 Section 8.2 5.2 Duties of Sub-Servicer 24 Section 8.3 5.3 Collection Notices Rights 25 Section 8.4 5.4 Responsibilities of Seller the Sub-Servicer and Originators 26 Section 8.5 5.5 Reports 26 Section 8.6 Servicing Fees 5.6 Sub-Servicer Fee 26 ARTICLE IX VI AMORTIZATION EVENTS 26 Section 9.1 6.1 Amortization Events 26 Section 9.2 6.2 Remedies 29 28 ARTICLE X VII INDEMNIFICATION 29 28 Section 10.1 7.1 INDEMNITIES BY SELLER 29 KNEI 28 Section 10.2 Increased Cost 7.2 Other Costs and Reduced Return Expenses 33 Section 10.3 OTHER COSTS 7.3 LIABILITY OF ADDITIONAL ORIGINATORS TO KNEI AND EXPENSES 34 INDEMNIFIED PARTIES 33 ARTICLE XI THE AGENT 34 VIII MISCELLANEOUS 33 Section 11.1 Authorization and Action 34 Section 11.2 Delegation of Duties 35 Section 11.3 Exculpatory Provisions 35 Section 11.4 Reliance by Agent 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 Section 11.6 Reimbursement and Indemnification 36 Section 11.7 Agent in its Individual Capacity 36 Section 11.8 Successor Agent 36 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 37 Section 12.2 Participations 38 ARTICLE XIII LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 38 Section 13.2 Transfer Price Reduction Yield 39 Section 13.3 Payments to Conduits 39 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Section 13.5 Defaulting Financial Institutions 39 Section 13.6 Terminating Financial Institutions 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.1 8.1 Waivers and Amendments 41 33 Section 14.2 8.2 Notices 42 34 Section 14.3 Ratable Payments 42 Section 14.4 8.3 Protection of Ownership Interests of the Purchasers 42 Buyer 34 Section 14.5 8.4 Confidentiality 43 35 Section 14.6 8.5 Bankruptcy Petition 44 35 Section 14.7 Limitation of Liability 44 Section 14.8 8.6 CHOICE OF LAW 44 36 Section 14.9 8.7 CONSENT TO JURISDICTION 44 36 Section 14.10 8.8 WAIVER OF JURY TRIAL 45 36 Section 14.11 8.9 Integration; Binding Effect; Survival of Terms 45 37 Section 14.12 8.10 Counterparts; Severability; Section References 45 Section 14.13 Bank One Roles 45 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES 37 Exhibits and Schedules Exhibit I - Definitions Exhibit II Form of Purchase Notice Exhibit III - Places of Business of the Seller PartiesBusiness; Locations of Records; Federal Employer Identification Number(s) ); Other Names Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII V - Credit and Collection Policy Exhibit IX VI - Form of Contract(s) Subscription Agreement Exhibit X VII - Form of Monthly Report Subordinated Note Exhibit VIII - Form of Joinder Supplement Exhibit IX - Form of Performance Guaranty Schedule A Commitments List of Financial Institutions Schedule B Documents to be Be Delivered to Buyer Prior to the Agent Purchase RECEIVABLES PURCHASE SALE AGREEMENT This Receivables Purchase Agreement THIS RECEIVABLES SALE AGREEMENT, dated as of September 28, 1999 1999, is among by and between K N Energy, Inc., a Kansas corporation ("KNEI"), and certain Additional Originators as specified herein (KNEI and the Additional Originators, each an "Originator," collectively "Originators") and KN Receivables Corporation, a Delaware corporation ("Seller"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "AgentBuyer"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 27 Section 8.1 Designation of Servicer 23 Servicer. 27 Section 8.2 Duties of Servicer 24 Servicer. 28 Section 8.3 Collection Notices 25 and Delivery Orders. 29 Section 8.4 Responsibilities of Seller 26 Seller. 30 Section 8.5 Reports 26 Monthly Reports. 30 Section 8.6 Servicing Fees 26 Fee. 30 ARTICLE IX AMORTIZATION EVENTS 26 .. 30 Section 9.1 Amortization Events 26 Events. 30 Section 9.2 Remedies 29 Remedies. 34 ARTICLE X INDEMNIFICATION 29 INDEMNIFICATION.. 34 Section 10.1 INDEMNITIES BY SELLER 29 Indemnities by the Seller Parties. 34 Section 10.2 Increased Cost and Reduced Return 33 Return. 37 Section 10.3 OTHER COSTS AND EXPENSES 34 Other Costs and Expenses. 38 Section 10.4 Allocations. 38 ARTICLE XI THE ADMINISTRATIVE AGENT 34 .. 38 Section 11.1 Authorization and Action 34 Section 11.2 Delegation of Duties 35 Section 11.3 Exculpatory Provisions 35 Section 11.4 Reliance by Agent 35 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 Section 11.6 Reimbursement and Indemnification 36 Section 11.7 Agent in its Individual Capacity 36 Section 11.8 Successor Agent 36 Action. 38 ARTICLE XII ASSIGNMENTS; ASSIGNMENTS AND PARTICIPATIONS 37 .. 39 Section 12.1 Assignments 37 and Participations by Blue Ridge and the Committed Investors. 39 Section 12.2 Participations 38 Prohibition on Assignments by Seller Parties. 39 ARTICLE XIII LIQUIDITY FACILITY 38 MISCELLANEOUS .. 40 Section 13.1 Transfer to Financial Institutions 38 Waivers and Amendments. 40 Section 13.2 Transfer Price Reduction Yield 39 Notices. 41 Section 13.3 Payments to Conduits 39 Protection of Administrative Agent's Security Interest. 41 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Confidentiality. 42 Section 13.5 Defaulting Financial Institutions 39 Bankruptcy Petition. 43 Section 13.6 Terminating Financial Institutions 40 ARTICLE XIV MISCELLANEOUS 41 Section 14.1 Waivers and Amendments 41 Section 14.2 Notices 42 Section 14.3 Ratable Payments 42 Section 14.4 Protection Limitation of Ownership Interests of the Purchasers 42 Section 14.5 Confidentiality Liability. 43 Section 14.6 Bankruptcy Petition 44 Section 14.7 Limitation of Liability 44 Section 14.8 13.7 CHOICE OF LAW 44 LAW. 43 Section 14.9 13.8 CONSENT TO JURISDICTION 44 Section 14.10 WAIVER OF JURY TRIAL 45 Section 14.11 Integration; Binding Effect; Survival of Terms 45 Section 14.12 Counterparts; Severability; Section References 45 Section 14.13 Bank One Roles 45 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX Form of Contract(s) Exhibit X Form of Monthly Report Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of September 28, 1999 is among KN Receivables Corporation, a Delaware corporation ("Seller"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers") and Bank One, NA, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent")JURISDICTION. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.43

Administration and Collection. 23 Section 8.1 Designation General Duties of the Servicer 23 Section 8.2 Duties Collection of Servicer Receivables Payments 24 Section 8.3 Collection Notices Realization Upon Liquidating Receivables 25 Section 8.4 Responsibilities Maintenance of Seller Insurance Policies 26 Section 8.5 Reports Maintenance of Security Interests in Vehicles 26 Section 8.6 Total and Supplemental Servicing Fees Fees; Payment of Certain Expenses by Servicer 26 Section 8.7 Monthly Advances 26 Section 8.8 Additional Deposits 27 Section 8.9 Annual Statement as to Compliance 27 Section 8.10 Annual Independent Accountants' Report 27 Section 8.11 Assignment of Administrative Receivables and Warranty Receivables 28 Section 8.12 Collection Account 28 Section 8.13 Delegation of Duties 29 Section 8.14 Servicer Not to Resign 29 Section 8.15 Agent to Act; Appointment of Successor 29 Section 8.16 Merger or Consolidation of or Assumption of the Obligations of, the Servicer 30 ARTICLE IX AMORTIZATION EVENTS 26 SERVICER DEFAULTS 30 Section 9.1 Amortization Events 26 Servicer Defaults 30 Section 9.2 Remedies 29 31 ARTICLE X INDEMNIFICATION 29 33 Section 10.1 INDEMNITIES BY SELLER 29 Indemnities by the Seller Parties 33 Section 10.2 Increased Cost and Reduced Return 33 36 Section 10.3 OTHER COSTS AND EXPENSES 34 Other Costs and Expenses 36 ARTICLE XI THE AGENT 34 37 Section 11.1 Authorization and Action 34 37 Section 11.2 Delegation of Duties 35 37 Section 11.3 Exculpatory Provisions 35 37 Section 11.4 Reliance by Agent 35 38 Section 11.5 Non-Reliance on Agent and Other Purchasers 36 38 Section 11.6 Reimbursement and Indemnification 36 38 Section 11.7 Agent in its Individual Capacity 36 39 Section 11.8 Successor Agent 36 39 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 37 39 Section 12.1 Assignments 37 39 Section 12.2 Participations 38 40 ARTICLE XIII LIQUIDITY FACILITY 38 40 Section 13.1 Transfer to Financial Institutions 38 41 Section 13.2 Transfer Price Reduction Yield 39 41 Section 13.3 Payments to Conduits 39 any Company 41 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 any Company 41 Section 13.5 Defaulting Financial Institutions 39 42 Section 13.6 Terminating Financial Institutions 40 42 ARTICLE XIV MISCELLANEOUS 41 43 Section 14.1 Waivers and Amendments 41 43 Section 14.2 Notices 42 44 Section 14.3 Ratable Payments 42 45 Section 14.4 Protection of Ownership Interests of the Purchasers 42 45 Section 14.5 Confidentiality 43 46 Section 14.6 Bankruptcy Petition 44 46 Section 14.7 Limitation of Liability 44 46 Section 14.8 CHOICE OF LAW 44 47 Section 14.9 CONSENT TO JURISDICTION 44 47 Section 14.10 WAIVER OF JURY TRIAL 45 47 Section 14.11 Integration; Binding Effect; Survival of Terms 45 47 Section 14.12 Counterparts; Severability; Section References 45 48 Section 14.13 Bank One Roles 45 48 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES 48 Section 14.15 Non-Recourse Obligations 49 Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII III Form of Assignment Agreement Exhibit VIII Credit and Collection Policy Exhibit IX IV Form of Contract(s) Exhibit X V Form of Monthly Report Schedule A Commitments of Financial Institutions Schedule B Documents to be Delivered to the Agent NAVISTAR FINANCIAL RETAIL RECEIVABLES CORPORATION RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement dated as of September 28November 12, 1999 1999, is among KN Navistar Financial Retail Receivables Corporation, a Delaware corporation ("Seller" or "NFRRC"), Navistar Financial Corporation, a Delaware corporation ("NFC"), as Servicer (the Servicer together with the Seller, the "Seller Parties" and each a "Seller Party"), the funding entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), Falcon Asset Securitization Corporation ("FALCON") (ISC and FALCON and ISC each being referred to individually as singly, a "ConduitCompany" and collectively as the "Conduits," and together with the Financial Institutionscollectively, the "PurchasersCompanies") ), and Bank One, NANA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent")) and as Securities Intermediary. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Administration and Collection. 23 Section 8.1 Designation of Servicer 23 26 Section 8.2 Duties of Servicer 24 26 Section 8.3 Collection Notices 25 28 Section 8.4 Responsibilities of Seller 26 28 Section 8.5 Reports 26 28 Section 8.6 Servicing Fees 26 28 ARTICLE IX IX. AMORTIZATION EVENTS 26 Section 9.1 Amortization Events 26 29 Section 9.2 Remedies 29 30 ARTICLE X X. INDEMNIFICATION 29 Section 10.1 INDEMNITIES BY SELLER 29 Indemnities by the Seller Parties 31 Section 10.2 Increased Cost and Reduced Return 33 34 Section 10.3 OTHER COSTS AND EXPENSES Other Costs and Expenses 34 Section 10.4 Allocations 35 ARTICLE XI XI. THE AGENT 34 AGENTS Section 11.1 Authorization and Action 34 35 Section 11.2 Delegation of Duties 35 36 Section 11.3 Exculpatory Provisions 35 36 Section 11.4 Reliance by Agent 35 Agents 36 Section 11.5 Non-Reliance on Agent Agents and Other Purchasers 36 37 Section 11.6 Reimbursement and Indemnification 36 37 Section 11.7 Agent Each of the Agents and Fifth Third in its Individual Capacity 36 38 Section 11.8 Successor Administrative Agent 36 38 ARTICLE XII XII. ASSIGNMENTS; PARTICIPATIONS 37 Section 12.1 Assignments 37 38 Section 12.2 Participations 38 39 ARTICLE XIII XIII. FALCON LIQUIDITY FACILITY 38 Section 13.1 Transfer to Financial Institutions 38 40 Section 13.2 Transfer Price Reduction Yield 39 40 Section 13.3 Payments to Conduits 39 Falcon 41 Section 13.4 Limitation on Commitment to Purchase from Conduits 39 Falcon 41 Section 13.5 Defaulting Financial Institutions 39 41 Section 13.6 Terminating Financial Institutions 40 42 Page ARTICLE XIV XIV. MISCELLANEOUS 41 Section 14.1 Waivers and Amendments 41 43 Section 14.2 Notices 42 44 Section 14.3 Ratable Payments 42 44 Section 14.4 Protection of Ownership Interests of the Purchasers 42 44 Section 14.5 Confidentiality 43 45 Section 14.6 Bankruptcy Petition 44 46 Section 14.7 Limitation of Liability 44 46 Section 14.8 CHOICE OF LAW 44 46 Section 14.9 CONSENT TO JURISDICTION 44 46 Section 14.10 WAIVER OF JURY TRIAL 45 47 Section 14.11 Integration; Binding Effect; Survival of Terms 45 47 Section 14.12 Counterparts; Severability; Section References 45 47 Section 14.13 Bank One One, NA Roles 45 47 Section 14.14 Characterization 46 EXHIBITS AND SCHEDULES 48 Exhibit I Definitions Exhibit II Form of Purchase Notice Exhibit III Chief Executive Office and Places of Business of the Seller PartiesSeller; Locations of Records; Federal Employer Identification Number(s) Number and Organizational Identification Number Exhibit IV Names of Collection Banks; Collection Accounts Exhibit V Form of Compliance Certificate Exhibit VI Form of Collection Account Agreement Exhibit VII Form of Assignment Agreement Exhibit VIII Credit and Collection Policy of Each Originator Exhibit IX Form of Contract(sInvoice(s) Exhibit X Form of Monthly Report Schedule A Commitments of Financial Institutions and Liquidity Commitments Schedule B Documents to be Delivered to the Administrative Agent on or prior to the Initial Purchase CONVERGYS FUNDING CORPORATION AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement THIS AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of September 28November 20, 1999 2003 is among KN Receivables Convergys Funding Corporation, a Delaware an Ohio corporation ("“Seller"”), Convergys Corporation, an Ohio corporation (“Convergys”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each, a “Seller Party”), the funding entities (other than Fifth Third) listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "“Financial Institutions"”), Fifth Third Bank, an Ohio banking corporation (“Fifth Third”), Falcon Asset Securitization Company ("FALCON") and International Securitization Corporation ("ISC"), (FALCON and ISC each being referred to individually as a "Conduit" and collectively as the "Conduits," and together with the Financial Institutions, the "Purchasers"“Falcon”) and Bank One, NA, with its main office in Chicago, Illinois, as agent and administrator for Falcon (in such capacity, together with its successors, the “Falcon Agent”) and as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "“Administrative Agent"”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall will have the meanings assigned to such terms in Exhibit I.I. This Agreement amends and restates in its entirety that certain Receivables Purchase Agreement dated as of September 28, 1999, as amended from time to time prior to the date hereof, by and among the parties hereto other than Fifth Third (the “Existing Agreement”).