Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Financing Agreement, dated as of September 28May 10, 2016 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVBorrower, as “U.S. Borrower”, the Servicer, the Managing Agentsas “U.S. Servicer”, InvestorsCincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the Administrators “Group Agents” and “Lenders” from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Borrower and the Servicer shall continue to be liable to each of the parties to the Existing Original Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28January 13, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC, Regions and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This The Borrower, ADT and Mizuho as sole Purchaser, Purchaser Agent, Administrative Agent, Arranger, Collateral Agent and Structuring Agent are parties to the Receivables Purchase Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of March 5 2020, as amended as of April 17, 2020, September 2817, 2016 2020, January 29, 2021 and March 5, 2021 (as so amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Purchase Agreement”), among pursuant to which the SPVBorrower has sold certain Receivables and Related Assets (the “Existing Receivable Pool”) to the Collateral Agent on behalf of the Lenders. The Borrower acquired the Existing Receivable Pool from ADT as the Originator pursuant to the Receivables Sale and Contribution Agreement dated as of April 17, 2020 (the Servicer“Existing Sale Agreement”) between the Borrower and the Originator. The parties hereto wish to amend and restate the Existing Purchase Agreement in its entirety in the form of this Agreement to provide for the sale by the Collateral Agent back to the Borrower of the Existing Receivable Pool (including all Collections thereon), the Managing Agents, Investors, the Administrators and to provide for Loans that may be made from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Borrower at the Borrower’s request and at the discretion of the Lenders, which Loans shall be secured by the Existing Receivable Pool, together with all Receivables and Related Assets hereafter acquired by the Borrower, as well as all other assets of the Borrower, whether now existing or hereafter acquired. Upon the effectiveness of Concurrently with this Agreement, the terms and provisions of the Existing Sale Agreement shall, subject to this paragraph, be is being amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party its entirety (as such terms are defined in the Existing Agreement) for fees so amended and expenses which are accrued restated and unpaid under the Existing Agreement on the date hereof (collectivelyas it may be further amended from time to time, the “Existing Agreement Outstanding AmountsSale Agreement”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement). The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to Borrower may acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based uponadditional Receivables and Related Assets from the Originator pursuant to the Sale Agreement. The Borrower may from time to time request that the Lenders make Loans to the Borrower, in parton the terms, reinvestment payments that are made by such Investorsand subject to the conditions set forth herein, secured by, among other things, the Pool Receivables and the Related Assets. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree that as of the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing Purchase Agreement is amended and restated as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Fifth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28March 25, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsU.S. Sub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellFor the avoidance of doubt, transfer all Capital, Discount, Letters of Credit, Fees and assign an undivided variable percentage interest in certain receivables, and all other amounts outstanding or owing by the Investors desire to continue to acquire such undivided variable percentage interestSeller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. Each Borrower has requested (a) that the Lenders make Loans from time to time to the Borrowers and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28June 6, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVU.S. Borrower, as “Seller”, the U.S. Servicer, the Managing Agents, Investorsas “Servicer”, the Administrators “Purchaser Agents” and “Purchasers” from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV U.S. Borrower and the U.S. Servicer shall continue to be liable to each of the parties to the Existing Original Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full; provided that any Pool Assets sold to the “Purchasers” pursuant to the Original Agreement shall be deemed to be assets of the Borrowers subject to the security interest granted hereunder in favor of the Administrator. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration The Borrower is party to that certain Credit Agreement, dated as of September 28March 7, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), made by and among the SPVBorrower, Chinos Acquisition Corporation (which merged with and into the ServicerBorrower on March 7, 2011), Holdings, Bank of America, N.A., as administrative agent and collateral agent, and the Managing Agentslenders, Investors, the Administrators other agents and issuers from time to time party thereto and thereto. The Borrower has requested that the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant Lenders extend credit to the Rabobank Assignment). Upon Borrower in the effectiveness form of this Agreement, Loans on the terms and provisions Closing Date in an initial aggregate principal amount of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby $1,567,000,000 in their entirety. Notwithstanding the connection with an amendment and restatement of the Existing Agreement by this Credit Agreement, . The parties hereto intend that (ia) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) for fees which remain unpaid and expenses which are accrued outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and unpaid (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement and the other Loan Documents. The proceeds of the Loans will be used (i) to refinance, in full, the term loans outstanding under the Existing Agreement on Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and to pay any premium and accrued interest to the date hereof of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (the transactions described in clauses (i) and (ii), collectively, the “Existing Agreement Outstanding AmountsRefinancing”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior (iii) to the effective date extent of this Agreement any excess proceeds following the Refinancing, to pay fees and (ii) expenses associated with the security interest created under Refinancing. The applicable Lenders have indicated their willingness to lend on the Existing Agreement shall remain in full force terms and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference subject to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:

PRELIMINARY STATEMENTS. This Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the 2000 Agreement, each of the Originators party thereto made a dividend to Parent of all of such Originator’s right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer’s capital (such Receivables, the “Initial Contributed Receivables” and, together with the associated Related Security and Collections, the “Initial Contributed Assets”) in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Originators wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from each Originator, all of such Originator’s right, title and interest in and to its existing and future Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer intends to finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Fifth Amended and Restated Credit and Security Agreement amends and restates in its entirety, dated as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 hereof (as amended, restated, supplemented or restated and/or otherwise modified prior from time to time in accordance with the date hereofterms thereof, the “Existing Credit and Security Agreement”)) among Buyer, among the SPVRock-Tenn Converting Company, the as initial Servicer, each of the Managing Agents, Investors, the Administrators lenders and co-agents from time to time party thereto and the Agent (as successor by assignment to Cooperative Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank U.A.Nederland”, New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this AgreementBranch, the terms as administrative agent (in such last capacity, together with its successors and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby permitted assigns in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectivelycapacity, the “Existing Agreement Outstanding AmountsAdministrative Agent”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:funding agent.

PRELIMINARY STATEMENTS. This The parties hereto are parties to that certain Receivables Sale Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28March 2, 2016 2001 (as amended, restated, supplemented or otherwise modified prior from time to the date hereoftime heretofore, the “Existing Sale Agreement”). The parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a novation of the Existing Sale Agreement). Originator now owns, among and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the SPVRelated Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Third Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the Servicer“Purchase Agreement”) among Buyer, the Managing Agents, Investors, the Administrators commercial paper conduits from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement“Conduits”, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted financial institutions from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration party thereto as “Financial Institutions” and as “Managing Agents” and The Bank of Nova Scotia (“Nova Scotia”) or any successor agent appointed pursuant to the terms of the mutual agreementsPurchase Agreement, provisions as agent for the Conduits and covenants contained hereinsuch Financial Institutions (in such capacity, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:“Agent”).

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28March 23, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Purchaser Agents, Investors, the Administrators Purchasers from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Original Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends Buyer, PDSI and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration ▇▇▇▇▇▇▇ are parties to that certain Receivables Sale Agreement, dated as of September 28April 27, 2016 2007 (as amended, restated, supplemented or otherwise modified amended prior to the date hereof, the “Existing Prior Sale Agreement”). Buyer, among the SPVas seller, PDCo, as servicer, the Servicer, the Managing Agents, Investors, the Administrators Purchasers (as defined therein) from time to time party thereto thereto, and Fifth Third Bank as agent for the Agent Purchasers (as successor by assignment to Cooperative Rabobank U.A.in such capacity, New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreementtogether with any successors or assigns, the terms “Agent”), are entering into the Amended and provisions Restated Contract Purchase Agreement dated as of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, as the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted same may from time to time based uponhereafter be amended, in partsupplemented, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained hereinrestated or otherwise modified, the sufficiency “Purchase Agreement”). Each of which is hereby acknowledged, the parties hereto agree now desires to amend and restate the Prior Sale Agreement in its entirety, subject to the terms and conditions hereof, to, among other things, conform the Prior Sale Agreement with the amendments contemplated by the Purchase Agreement, all as follows:more particularly described herein. Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the associated Related Security and Collections pursuant to the Purchase Agreement.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second that certain Fourth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 2826, 2016 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Agreement”), among the SPVSellers, Manitowoc, Garland, Convotherm, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Purchaser and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV Sellers, Manitowoc, Garland and Servicer Convotherm shall continue to be liable to each of the parties to Purchaser, the Existing Agreement Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof Closing Date (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAmounts until such Existing Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term A Loans (as this and restates other capitalized terms used in its entirety, as these preliminary statements are defined in Section 1.01 below) on the First Amendment Effective Date in an initial aggregate principal amount of $250,000,000 and (ii) Initial Revolving Credit Commitments in an initial aggregate principal amount of $150,000,000. The Initial Revolving Credit Commitments permit the issuance of one or more Letters of Credit from time to time and the making of one or more Swing Line Loans from time to time. Substantially concurrently with the occurrence of the date hereofClosing Date, all outstanding indebtedness for borrowed money of the Second Amended Borrower and Restated Transfer and Administration its subsidiaries under that certain First Lien Credit Agreement, dated as of September 28August 1, 2016 (as amended2014, restatedamong, supplemented or otherwise modified prior to the date hereofinter alios, Holdings, the “Existing Agreement”), among the SPVBorrower, the Servicersubsidiary guarantors party thereto, the Managing Agents, Investors, the Administrators from time to time lenders party thereto and UBS AG, Stamford Branch, as administrative agent, will be repaid, redeemed, discharged, refinanced, replaced or terminated and in each case, the Agent liens and guarantees in support thereof shall be released or terminated (the “Closing Date Refinancing”). The proceeds of the Term A Loans (as successor defined in this Agreement immediately prior the First Amendment), together with the proceeds of the Initial Revolving Borrowing will be used by assignment the Borrower to Cooperative Rabobank U.A.pay the Transaction Expenses and to fund the Closing Date Refinancing. The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreementin each case, on the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends Issuer has duly authorized the execution and restates in its entirety, as delivery of the date hereofIndenture to provide for an issue of its Notes as provided in the Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a Second Amended and Restated Transfer and Administration AgreementServicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and First National Bank of Omaha, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under the Receivables arising in the Accounts from time to time, which Transferor will have received from FNBO pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. The Issuer and the Indenture Trustee, or their predecessors in interest, had previously entered into a Master Indenture, dated as of September 28October 24, 2016 2002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003 (the “Original Indenture”) and as amended, amended and restated, supplemented or otherwise modified prior to the date hereofin its entirety, by a First Amended and Restated Master Indenture dated as of December 20, 2012 (the “Existing AgreementIndenture”). This Indenture amends and restates, among the SPVin its entirety, the Servicer, Existing Indenture and constitutes an indenture supplemental to the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch Existing Indenture pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions Section 10.02(b) of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Indenture.

PRELIMINARY STATEMENTS. This Certain terms that are capitalized and used throughout this Agreement amends and restates are used as defined in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior Exhibit I. References to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined ” in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference Exhibits hereto refer to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Conduit Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by the Conduit Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, the Receivables Purchase Agreement, dated as of April 30, 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Seller, the Servicer, the Sub-Servicers, the Conduit Purchasers from time to time party thereto, the Purchaser Agents party thereto, and the Administrator. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, the Seller and Servicer shall continue to be liable to PNC, the Conduit Purchasers or any other Indemnified Party or Affected Person (as such Investorsterms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement. Upon the effectiveness of this Agreement, PNC as LC Bank and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which Original Agreement is hereby acknowledged, the parties hereto agree amended and restated to read in its entirety as follows:

PRELIMINARY STATEMENTS. This Agreement amends The Borrower has entered into that certain Separation and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Distribution Agreement, dated as of September 2822, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Transaction Agreement”), among between the SPVBorrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the ServicerTransaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the Managing Agents, Investors, assets and liabilities of the Administrators from time to time party thereto and the Agent AdvanSix Business (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Transaction Agreement) for fees and expenses which are accrued the equity interests of certain direct and unpaid under indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Existing Agreement on Borrower or its Subsidiaries (the date hereof “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Existing Agreement Outstanding AmountsSpin-Off”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior ). Prior to the effective date consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As of the First Amendment Effective Date, the transactions described in this Agreement paragraph have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the security interest created under form of Swing Line Loans (as hereinafter defined) provided by the Existing Agreement shall remain Swing Line Lenders (as hereinafter defined). As of the First Amendment Effective Date, (a) the Term A Loans were paid in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivablesTerm A Facility terminated, and (b) the Investors desire maximum aggregate principal amount of the Revolving Credit Facility has increased to continue to acquire such undivided variable percentage interest$425,000,000, of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made hereinafter defined) provided by such Investorsthe Swing Line Lenders (as hereinafter defined). In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained hereinand subject to the satisfaction of the conditions set forth in Section 4.01, the sufficiency of which is hereby acknowledgedLenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Third Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28April 30, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Purchaser Agents, Investors, the Administrators Purchasers from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Original Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Third Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28February 6, 2016 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the Servicer, the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent L/C Issuer agreed to issue Letters of Credit (as successor by assignment the “Existing Letters of Credit”) to Cooperative Rabobank U.A., New York Branch the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other documentCredit Agreement). Furthermore, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sellforegoing, transfer and assign an undivided variable percentage interest in certain receivablesthe Company has requested that the Lenders provide a term loan facility, and the Investors desire Lenders have indicated their willingness to continue lend under such a term loan facility, on the terms and subject to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe conditions set forth herein. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereofThe Borrowers, the Second Amended Existing Banks and Restated Transfer and Administration Agreement, the Agents are parties to the Credit Agreement (4-Year Facility) dated as of September 2816, 2016 2010 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). CFSC, among the SPVCIF, the ServicerLocal Currency Banks, the Managing AgentsAdministrative Agent and the Local Currency Agent are parties to the Local Currency Addendum dated as of September 16, Investors2010 (as amended, the Administrators restated, supplemented or otherwise modified from time to time party thereto prior to the date hereof, the “Existing Local Currency Addendum”). The Borrowers have requested that the Existing Credit Agreement and the Agent Existing Local Currency Addendum be amended as hereinafter set forth. The Existing Credit Agreement, as amended by this Amendment, is referred to herein as the “Amended Credit Agreement” and the Existing Local Currency Addendum, as amended by this Amendment, is referred to herein as the “Amended Local Currency Addendum”. The Departing Banks (as successor by assignment defined below), if any, wish to Cooperative Rabobank U.A., New York Branch pursuant terminate their respective Commitments and Revolving Credit Commitments under the Existing Credit Agreement and cease to be “Banks” party to the Rabobank Assignment)Existing Credit Agreement on the date hereof. Upon The New Banks wish to become parties to the effectiveness Amended Credit Agreement as “Banks” on the date hereof. Accordingly, in consideration of this Agreementthe premises set forth above, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any and other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer good and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained hereinvaluable consideration, the receipt and sufficiency of which is are hereby acknowledged, the parties hereto hereby agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyHoldings, the Borrower, the Lenders party thereto, Royal Bank, as Administrative Agent and as Collateral Agent and the other agents party thereto, entered into that certain $175,000,000 Credit Agreement dated as of January 13, 2012 (as amended by Amendment No. 1 to the date hereof, the Second Amended and Restated Transfer and Administration ABL Credit Agreement, dated as of September 28April 4, 2016 (2012, and as may be further amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the date of this Amendment, the “Existing Credit Agreement”; as amended by this Amendment and as otherwise may be amended, restated, amended and restated, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto ; and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant Lenders party to the Rabobank Assignment). Upon Existing Credit Agreement immediately prior to the effectiveness of this AgreementAmendment being the “Existing Lenders”). In connection with this Amendment, the Borrower is amending the Term Facility Credit Agreement to provide for the incurrence of new term loans thereunder, the proceeds of which are intended to finance certain share repurchases of Holdings and/or its direct or indirect parents (which, for the avoidance of doubt, may take the form of Restricted Payments to a direct or indirect parent of the Borrower in order to (x) make such share repurchases, (y) to refinance indebtedness, in whole or in part, of such direct or indirect parent incurred to finance such share repurchases, or (z) effect a combination of the actions described in foregoing sub-clauses (x) and (y) (the “Share Repurchase”) in an aggregate amount not to exceed $130.0 million. Holdings, the Borrower, the Administrative Agent and the Requisite Lenders have agreed to amend the Existing Credit Agreement on the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:hereinafter set forth.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, Agreement Effective Date in its entirety that certain Receivables Purchase Agreement dated as of September 28May 22, 2016 2000 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing AgentsMarket Street and PNC, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Sellers and the Servicer shall continue to be liable to each of Market Street, the parties to the Existing Agreement Administrator or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid under the Existing Agreement on to the date hereof (collectively, and owing by them under the “Existing Original Agreement Outstanding Amounts”) and all agreements thereunder to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsEffective Date. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV Seller desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 16, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among the SPVSeller, the Servicer, the Managing Agentsvarious conduit purchasers, Investorsrelated committed purchasers, LC participants and purchaser agents party thereto, and BNS, as the administrator. In connection with the amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the date hereof (the “Assignment and Assumption Agreement”), among the Seller, the Administrators from time to time party thereto Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the Agent (as successor parties thereto desire that PNC, and PNC by assignment to Cooperative Rabobank U.A., New York Branch pursuant its execution and delivery of its signature to the Rabobank Assignment). Upon Assignment and Assumption Agreement and this Agreement hereby agrees to, become the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, Pursuant to the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28March 22, 2016 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, certain of the ServicerCompany’s Subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Managing Agents, Investors, the Administrators other lenders from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding AmountsLenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (collectively, the “Existing Loans”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of this Agreement Credit to the Company and (ii) its Subsidiaries on the security interest created under terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement shall remain be amended and restated in full force its entirety to become effective and effect as security for such Existing Agreement Outstanding Amounts. Upon binding on the effectiveness Company and its Subsidiaries pursuant to the terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing ; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained hereinin this Agreement, unless expressly herein stated with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the contrary, is intended to amend, modify Closing Date or otherwise affect any other instrument, document or agreement executed and/or delivered arising (in connection with the case of indemnification) under the terms of the Existing Credit Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration The Borrower is party to that certain Credit Agreement, dated as of September 28March 7, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), made by and among the SPVBorrower, Chinos Acquisition Corporation (which merged with and into the ServicerBorrower on March 7, 2011), Holdings, Bank of America, N.A., as administrative agent and collateral agent, and the Managing Agentslenders, Investors, the Administrators other agents and issuers from time to time party thereto and thereto. The Borrower has requested that the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant Lenders extend credit to the Rabobank Assignment). Upon Borrower in the effectiveness form of this Agreement, Loans on the terms and provisions Closing Date in an initial aggregate principal amount of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby $1,567,000,000 in their entirety. Notwithstanding the connection with an amendment and restatement of the Existing Agreement by this Credit Agreement, . The parties hereto intend that (ia) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) for fees which remain unpaid and expenses which are accrued outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and unpaid (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement and the other Loan Documents. The proceeds of the Loans will be used (i) to refinance, in full, the term loans outstanding under the Existing Agreement on Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and to pay any premium and accrued interest to the date hereof of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (the transactions described in clauses (i) and (ii), collectively, the “Existing Agreement Outstanding AmountsRefinancing”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior (iii) to the effective date extent of this Agreement any excess proceeds following the Refinancing, to pay fees and (ii) expenses associated with the security interest created under Refinancing. The applicable Lenders have indicated their willingness to lend on the Existing Agreement shall remain in full force terms and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference subject to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:: CG&R DRAFT: # ()

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of The parties hereto are parties to the date hereof, the Second Amended and Restated Transfer and Administration Agreement, Receivables Sale Agreement dated as of September 28December 30, 2016 2005 (as amended, restated, supplemented or otherwise modified prior from time to the date hereoftime heretofore, the “Existing Sale Agreement”). The parties hereto desire to amend and restate the Existing Sale Agreement in its entirety as set forth herein (it being the intent of the parties hereto that this Agreement not constitute a novation of the Existing Sale Agreement). Originator now owns, among and from time to time hereafter will own, Receivables. Originator wishes to transfer and assign to Buyer, and Buyer wishes to acquire from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the SPVRelated Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales or true contributions of the Receivables and other property hereby transferred from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables and such other property, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the transfer of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, The Timken Corporation, as Servicer, the Managing Agents, Investors, the Administrators “Purchasers” from time to time party thereto and (the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment“Purchasers”). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted Managing Agents” from time to time based uponparty thereto (the “Managing Agents”), and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as agent for the Purchasers (in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained hereincapacity, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:“Agent”).

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereof, the Second Receivables Purchase Agreement, dated as of August 7, 2008 (as amended, restated, supplemented or otherwise modified prior to September 29, 2020, the “Original Agreement”), as amended and restated by the Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 2829, 2016 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Previously Existing Agreement,” and together with the Original Agreement, the “Prior Agreements”), by and among certain of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Previously Existing Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Previously Existing Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to the Existing Agreement or MUFG and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Previously Existing Agreement) for fees and expenses which are accrued and unpaid under the Previously Existing Agreement on the date hereof (collectively, the “Previously Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Previously Existing Agreement shall remain in full force and effect as security for such Previously Existing Agreement Outstanding AmountsAmounts until such Previously Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Previously Existing Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Previously Existing Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Previously Existing Agreement remain outstanding or owing by the Seller hereunder. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and 782009308 25792734 conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyThe Company, the other Loan Parties, the lenders party thereto as of the date hereofAmendment Effective Date, the Second Amended Citibank, N.A. as administrative agent, U.S. swingline lender and Restated Transfer collateral agent, Citibank, N.A., London Branch, as European swingline lender, and Administration ABN AMRO Bank, N.V., as L/C issuer, are party to that certain Credit Agreement, dated as of September 28December 20, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Credit Agreement”), among pursuant to which the SPV, lenders thereunder made certain loans and other extensions of credit to the Servicer, Borrowers on the Managing Agents, Investors, the Administrators from time to time party thereto and the Original Closing Date. The Administrative Agent (as successor defined in the Original Credit Agreement) and the Loan Parties have determined pursuant to Section 10.01 of the Original Credit Agreement (including the second paragraph thereof) to amend and restate the Original Credit Agreement in its entirety in order to make certain modifications to the Original Credit Agreement, in each case on and subject to the terms and conditions set forth herein to read as set forth in this Agreement, and it has been agreed by assignment them that the Loans and any Letters of Credit outstanding as of the Amendment Effective Date and other “Obligations” under the Original Credit Agreement (including indemnities) shall be governed by and deemed to Cooperative Rabobank U.A.be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Original Credit Agreement (which shall hereafter have no further effect upon the parties thereto other than with respect to any action, New York Branch event, representation, warranty or covenant occurring, made or applying prior to the Amendment Effective Date), and all references to the Original Credit Agreement in any Loan Document or other document or instrument delivered in connection herewith or therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests, Mortgages and Liens under and pursuant to the Rabobank Assignment). Upon Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the effectiveness of this Agreement, the terms and provisions Obligations of the Existing Agreement shall, subject to this paragraph, be amended Borrowers and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid Loan Parties under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement each other Loan Document shall remain continue in full force and effect in accordance with its terms except as security for such Existing expressly amended thereby or hereby, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement Outstanding Amounts. Upon except as expressly amended thereby or hereby, (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the effectiveness of Original Credit Agreement or any other Loan Document except as expressly modified by this Agreement, each reference nor does it operate as a waiver of any right, power or remedy of any Lender or Agent under any Loan Document and (3) Section 9.11(b) of the Original Credit Agreement continues in full force and effect and shall extend to all obligations of the Loan Parties under the Original Credit Agreement as amended by this Agreement (other than, in relation to the Existing Agreement applicability of the Collateral Documents governed by German, French, Italian and Spanish law, any amount of Obligations representing the difference in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly the amount of interest on the Loans based on the Applicable Rate set forth herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, Applicable Rate set forth in part, reinvestment payments that are made by such Investorsthe Original Credit Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Original Credit Agreement, and the Original Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends On June 3, 2019 (the “Petition Date”), the Borrower and restates in its entirety, as the other Loan Parties filed voluntary petitions for relief under Title 11 of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 United States Code (as amendednow or hereafter in effect, restated, supplemented or otherwise modified prior to the date hereofany successor thereto, the “Existing AgreementBankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (such cases being jointly administered under Case No. 19-11240-LSS and are referred to herein as the “Chapter 11 Case”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time and such debtor-Loan Parties continue to time party thereto operate their businesses and the Agent (manage their properties as successor by assignment to Cooperative Rabobank U.A., New York Branch debtors and debtors-in-possession pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms Sections 1107 and provisions 1108 of the Existing Agreement shall, subject Bankruptcy Code. The Borrower has requested that the Lenders provide a senior secured super priority debtor-in-possession credit facility to this paragraph, be amended and restated hereby the Borrower in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, an aggregate principal amount not to exceed (i) $47,000,000 following the SPV and Servicer shall continue to be liable to each Bankruptcy Court’s entry of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Interim DIP Order and (ii) $94,485,608 following the security interest created under Bankruptcy Court’s entry of the Existing Agreement shall remain in full force Final DIP Order (the “DIP Facility”) for the purposes set forth herein, and effect as security for the Lenders are willing to do so on the terms and conditions set forth herein. Each of the Loan Parties acknowledges that such Existing Agreement Outstanding Amounts. Upon Loan Party will receive substantial direct and indirect benefits by reason of making of the effectiveness of this Agreement, each reference loans and other financial accommodations to the Existing Agreement Loan Parties as provided in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained hereinTo provide for the security and repayment of all obligations of any kind of the Loan Parties hereunder and under the other Loan Documents, unless expressly herein stated each of the Loan Parties will provide to the contraryAdministrative Agent (for the benefit of the Lenders) the Liens, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered status and protection set forth in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, Interim DIP Order and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsFinal DIP Order. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Certain terms that are capitalized and used throughout this Agreement amends and restates are defined in its entiretyExhibit I to this Agreement. Capitalized terms not defined herein are used as defined in the Purchase Agreement or, if not defined in the Purchase Agreement, the Credit Agreement. References in the Exhibits to the “Agreement” refer to this Agreement, as amended, modified or supplemented from time to time. All interest rate and yield determinations referenced herein shall be expressed as a decimal and rounded, if necessary, to the nearest one hundredth of a percentage point in the manner set forth herein (as applicable). The Seller has acquired, and may continue to acquire, Receivables and Related Security from the Originator, either by purchase or by contribution to the capital of the date hereofSeller, in accordance with the terms of the Purchase Agreement. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the Pool Receivables. The Purchasers may, in their sole discretion, purchase such Receivable Interests in the Pool Receivables, and the Banks are prepared to purchase such Receivable Interests in the Pool Receivables, in each case on the terms set forth herein. Certain parties hereto previously entered into that certain Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28, 2016 2011, as amended by that certain Assignment and Acceptance and Amendment Agreement, dated as of December 23, 2011 and as further amended and supplemented as of February 2, 2012, May 18, 2012 and September 24, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”). a previous purchase), among being referred to herein as the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness initial “Capital” of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined Receivable Interest in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectivelyPool Receivables then being purchased), the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security date of such purchase (which shall be a Business Day) and (iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the desired duration of the initial Fixed Period for each such Receivable Interest in the Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms specified by the Seller are acceptable to such Purchaser and the yield with respect to such purchase and the amount of interest created under that will be due for the Existing Agreement related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall remain promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate amount of Capital of the Receivable Interests in full force and effect the Pool Receivables being purchased, and, except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as security a Bank), the Assignee Rate for the Fixed Period for such Existing Agreement Outstanding Amounts. Upon Receivable Interest in the effectiveness Pool Receivables and the duration of this Agreement, each reference to the Existing Agreement Fixed Period for such Receivable Interest in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing AgreementPool Receivables. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, Seller shall indemnify the Purchasers and the Investors desire to continue to acquire such undivided variable percentage interestBanks against any loss or expense incurred by the Purchasers and/or the Banks, either directly or indirectly, as a result of any failure by the Seller to complete such percentage interest shall be adjusted from time to time based upontransfer, in partincluding, reinvestment payments that are made without limitation, any loss or expense incurred by such Investors. In consideration the Purchasers and/or the Banks by reason of the mutual agreementsliquidation or reemployment of funds acquired by the Purchasers or the Banks (including, provisions without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and covenants contained herein, the sufficiency reemployment of which is hereby acknowledged, the parties hereto agree as follows:funds) to fund such transfer.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration that certain Receivables Purchase Agreement, dated as of September 28August 30, 2016 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators Purchasers and Purchaser Agents from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to Administrator. This Agreement does not constitute a novation or replacement of the Rabobank Assignment). Upon the effectiveness of this Original Agreement, but hereby ratifies and reaffirms the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be as amended and restated hereby in their entiretyby this Agreement. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party and Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28February 24, 2016 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC, Regions and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28August 7, 2016 2001 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators financial institutions party thereto from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to PNC, each of the parties financial institutions party to the Existing Original Agreement from time to time or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof hereof, as notified by each Purchaser Agent to the Seller and the Servicer (collectively, the “Existing Original Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAgreement. Upon the effectiveness of this Agreement, PNC as LC Bank shall become a party to this Agreement and each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28October 29, 2016 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVBorrowers, the Servicer, the Managing Agents, Investors, the Administrators various financial institutions from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding AmountsLenders”) and all agreements the Administrative Agent, the Existing Lenders agreed to indemnify such parties in connection with events or conditions arising or existing prior make extensions of credit to the effective date of this Agreement Borrowers on the terms and conditions set forth therein, including making loans (iithe “Existing Loans”) to the security interest created under Borrowers. The Company has requested that the Existing Credit Agreement shall remain be amended and restated in full force its entirety to become effective and effect as security for such Existing Agreement Outstanding Amounts. Upon binding on the effectiveness Borrowers pursuant to the terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing ; and (b) the Existing Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained hereinin this Agreement, unless expressly herein stated with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the contrary, is intended to amend, modify Closing Date or otherwise affect any other instrument, document or agreement executed and/or delivered arising (in connection with the case of indemnification) under the terms of the Existing Credit Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchaser desires to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second that certain Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 21, 2016 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyparties hereto. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to Purchaser, the Existing Agreement Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends The Borrower and restates certain of its Subsidiaries (such terms and each other capitalized term used but not defined in its entirety, as of the date hereof, recitals having the meaning provided in Section 1.1) have entered into the Second Amended and Restated Transfer Credit and Administration Guaranty Agreement, dated as of September 28December 22, 2016 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”)) with Bank of America, among the SPVN.A., the Serviceras administrative agent, the Managing AgentsBarclays Bank PLC and Deutsche Bank Securities Inc., Investorsas syndication agents, the Administrators from time to time party thereto ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as documentation agents, and the Agent other lenders party thereto. The Borrower has requested that Section 11.13 of the Existing Credit Agreement (including such amended Section 11.13) be amended by the vote of the Required Lenders under (and as successor by assignment defined in) the Existing Credit Agreement to Cooperative Rabobank U.A.read in its entirety as Section 11.13 of this Agreement, New York Branch and immediately following the effectiveness of such amendment, that the Existing Credit Agreement (including such amended Section 11.13) be amended and restated in its entirety to become effective and binding on the Borrower pursuant to the Rabobank Assignmentterms of this Agreement, and the Required Lenders (under and as defined in the Existing Credit Agreement) have agreed to amend Section 11.13 of the Existing Credit Agreement to read in its entirety as set forth in this Agreement, and immediately following the effectiveness of the amendment to Section 11.13, the Lenders (including those Persons who become Lenders hereunder pursuant to Section 11.13) have agreed to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement. It has also been agreed by the parties to the Existing Credit Agreement that the Existing Letters of Credit shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than as referenced herein and other than for accrued fees and expenses, and indemnification provisions, accrued and owing under the terms of the Existing Credit Agreement on or prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement, in each case to the extent provided for in the Existing Credit Agreement). Upon The parties hereto agree that from and after the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid obligations under the Existing Agreement on Credit Agreement, including the date hereof (collectivelyterms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the “Existing Loans, Letters of Credit, Pre-Funded L/C Deposits and other Credit Agreement Outstanding Amounts”) Obligations and all agreements Loan Documents. The Lenders and the L/C Issuers have indicated their willingness to indemnify such parties in connection with events or conditions arising or existing prior to the effective date continue extensions of this Agreement and (ii) the security interest created credit under the Existing Credit Agreement shall remain in full force as Loans and effect as security for such Existing Agreement Outstanding Amounts. Upon Letters of Credit hereunder, and make additional Loans, fund Pre-Funded L/C Deposits and continue existing or issue additional Letters of Credit on the effectiveness of this Agreement, each reference terms and subject to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28March 31, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agentsvarious conduit purchasers, Investorsrelated committed purchasers, LC participants and purchaser agents party thereto, ▇▇▇▇▇, as the LC Bank, and the Administrator. In connection with the amendment and restatement of the Original Agreement, (i) ▇▇▇▇▇, in each of its capacities, has terminated all of its rights and obligations under the Original Agreement and each of the other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “▇▇▇▇▇ Payoff Letter”), among ▇▇▇▇▇, the Administrators from time to time Seller, the Servicer, the Administrator and each of the other parties thereto, and is no longer a party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank AssignmentOriginal Agreement or any other Transaction Document, (ii) each of Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and Atlantic Asset Securitization LLC (“Atlantic”). Upon , in each of their respective capacities, has terminated all of its respective rights and obligations under the effectiveness Original Agreement and each of this Agreementthe other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “Credit Agricole Payoff Letter”), among Credit Agricole, Atlantic, the terms Seller, the Servicer, the Administrator and provisions each of the Existing other parties thereto, and neither Credit Agricole nor Atlantic is any longer a party to the Original Agreement shallor any other Transaction Document and (iii) the parties thereto desire that BNS and PNC, subject and each of BNS and PNC, by its execution and delivery of its signature to this paragraphAgreement hereby agrees to, be amended and restated hereby in their entiretyeach become an LC Bank. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses payable by the Seller and/or Servicer, as applicable, which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereof, entirety the Second Amended and Restated Transfer and Administration Agreement, Receivables Purchase Agreement dated as of September 282, 2016 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators from time to time purchaser groups party thereto and the Agent (Wachovia Capital Markets, LLC, as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to the Existing Agreement Purchasers, Wachovia Capital Markets, LLC or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid under the Existing Agreement on to the date hereof (collectively, under the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAgreement. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Existing Original Agreement. The SPV Seller has and, from time to time from and after the date hereof, desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28January 13, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC, Regions and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 729565239 15494375

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28July 6, 2016 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A., New York Branch issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Credit Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28August 31, 2016 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, certain of the ServicerCompany’s Subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A., New York Branch issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Credit Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyThe City of Lawrence, Kansas (the "City") created the Downtown 2000 TIF District (the "District"), as set forth in that certain Agreement for Construction of Parking Garage and Concerning Downtown Development dated September 18, 2000 between the date hereofCity and 9-10, L.C., a Kansas limited liability company ("9-10"). Borrower purchased certain property described on Exhibit A attached hereto ("Property"), within the District from 9-10 and incurred certain costs and expenses in connection with the construction of public infrastructure and other improvements to the Property (the "Project"). Pursuant to the terms of that certain Incentive Agreement dated as of April 4, 2012, between the City and the Borrower (the "Incentive Agreement"), the Second City agreed to reimburse the Borrower for such costs and expenses related to the Project. Lender and Borrower are parties to a Amended and Restated Transfer Business Loan Agreement dated of even date (as amended, restated or modified from time to time, the "Loan Agreement") pursuant to which ▇▇▇▇▇▇ made a term loan to Borrower in the original principal amount of $8,300,000 (the "Loan"), which Loan is evidenced by that certain Amended and Administration AgreementRestated Promissory Note dated of even date herewith, dated as executed by Borrower and payable to Lender in the original principal amount of September 28, 2016 the Loan (as amended, restated, supplemented extended, renewed or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party time, the "Note"). As a condition to the extension of the Loan, Lender requires that Borrower assign its rights under the Incentive Agreement and other documents and agreements relating thereto and to Lender with respect to the Agent Property and/or the Project to be exercised by Lender in the event of Borrower's default under the Loan Agreement or the other Loan Documents (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Loan Agreement) for fees and expenses which are accrued and unpaid under that Borrower certify as to certain matters respecting the Existing Agreement on the date hereof (collectivelyIncentive Agreement, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties as further set forth herein. Unless otherwise noted below, capitalized terms used in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing but not defined in this Agreement shall remain have the meanings ascribed to them in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Loan Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereofRestatement Date (as defined below), the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28January 9, 2016 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereofRestatement Date, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended superseded and restated hereby replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Servicer Indemnified Party Secured Parties (as such terms are defined in the Existing Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof Restatement Date (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the effective date Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of the Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interest interests created under the Existing Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as security for such Existing the Prior Agreement Outstanding AmountsAmounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivablesTransferor has acquired, and will acquire from time to time, Receivables from the other Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted make Investments from time to time based uponto the Seller on the terms, in partand subject to the conditions set forth herein, reinvestment payments that are made by such Investorssecured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28August 31, 2016 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A., New York Branch issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Credit Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Pursuant to the terms of that certain Receivables Purchase and Sale Agreement amends dated as of October 23, 2000 (as amended, the "Existing Mohawk Agreement") by and restates in its entiretybetween Mohawk Distribution, as seller, and Buyer, as buyer, Mohawk Distribution sold Receivables to Buyer. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing First Step Dal-Tile Agreement"), by and between Dal-Tile, as seller and DTSC, Inc. ("DTSC"), as buyer, Dal-Tile sold Receivables to DTSC. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing Second Step Dal-Tile Agreement"; together with the Existing Mohawk Agreement, the "Existing Receivables Purchase Agreements"), by and between DTSC, as seller and DT/Mohawk Funding, LLC ("DT/Mohawk Funding"), as buyer, DTSC sold Receivables acquired from Dal-Tile under the Existing First Step Dal-Tile Agreement to DT/Mohawk Funding. DT/Mohawk Funding is to merge with and into Buyer and accordingly, the parties hereto wish to amend, restate and consolidate the Existing Receivables Purchase Agreements with this Agreement. Each of the Originators party to this Agreement on the date hereof and the Buyer intended that the past transfers of Receivables under the Existing Receivables Purchase Agreements be true sales to the applicable party thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the Second Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to an Amended and Restated Transfer Credit and Administration Agreement, dated as Security Agreement of September 28, 2016 even date herewith (as the same may from time to time hereafter be amended, restatedsupplemented, supplemented restated or otherwise modified prior to the date hereofmodified, the “Existing "Credit and Security Agreement”") among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation, as the initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), among Three Pillars Funding Corporation ("TPFC"; together with Blue Ridge and the SPV, the Servicer, the Managing Agents, Investors, the Administrators other issuers of Commercial Paper from time to time party thereto as "Conduits," each a "Conduit" and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”"Conduits") and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any certain other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted lenders from time to time based uponparty thereto, in partSunTrust Capital Markets, reinvestment payments that are made by such Investors. In consideration of Inc., as agent for TPFC (the mutual agreements"TPFC Agent"), provisions and covenants contained hereinWachovia Bank, National Association ("Wachovia") as agent for Blue Ridge (the "Blue Ridge Agent") and any other entity acting as administrative agent for a Conduit (together with the TPFC Agent and the Blue Ridge Agent, individually a "Co-Agent" and collectively, the sufficiency of which is hereby acknowledged"Co-Agents") and Wachovia as agent for the Co-Agents and the Conduits (in such capacity, together with its successors, the parties hereto agree as follows:"Administrative Agent").

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Fourth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28May 1, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsSub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellFor the avoidance of doubt, transfer all Capital, Discount, Letters of Credit, Fees and assign an undivided variable percentage interest in certain receivables, and all other amounts outstanding or owing by the Investors desire to continue to acquire such undivided variable percentage interestSeller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Lessor and Integrated Living Communities of Oakwell, L.P, a Delaware limited partnership ("Original Lessee") (successor by conversion to Integrated Living Communities of Oakwell, Inc., a Delaware corporation) entered into that certain Lease Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28December 31, 2016 1996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2002 (as amended, restatedthe "Lease"), supplemented whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain assisted living facility located at 3▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as more particularly described and defined in the Lease (the "Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or otherwise modified prior interest Assignor has in and to the date hereofLeased Property as lessee under the Lease, the “Existing Agreement”)and Assignor and Assignee desire Lessor to, among the SPVother things, the Servicerconsent to such assignment and to make certain other agreements and statements, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch all pursuant to the Rabobank Assignmentterms and conditions of this Assignment and Assumption of Lease Agreement (this "Agreement"). Upon Emeritus is the effectiveness sole shareholder of ESC G.▇. ▇▇, INC., a Washington corporation, which is the general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties as a condition precedent to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date execution of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Lessor.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the that certain Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28June 30, 2016 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Agreement”), among the SPVU.S. Seller, Manitowoc, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Purchaser and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV U.S. Seller and Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Existing Agreement Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof Closing Date (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAmounts until such Existing Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends Issuer has duly authorized the execution and restates in its entirety, as delivery of the date hereofIndenture to provide for an issue of its Notes as provided in the Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the Second receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a First Amended and Restated Transfer and Administration AgreementServicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and First National Bank of Omaha, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under the Receivables arising in the Accounts from time to time, which Transferor will have received from FNBO pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. The Issuer and the Indenture Trustee, or their predecessors in interest, had previously entered into a Master Indenture, dated as of September 28October 24, 2016 2002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003 (as amendedthe “Original Indenture”). The Indenture restates and replaces the Original Indenture in its entirety. Issuer hereby Grants to Indenture Trustee, restatedfor the benefit of the Holders of the Notes and the Enhancement Providers, supplemented all of Issuer’s right, title and interest, whether now owned or otherwise modified prior hereafter acquired, in, to and under (a) the Receivables, (b) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables pursuant to the date hereofterms of the Transfer and Servicing Agreement, the “Existing Agreement”)Indenture and any Indenture Supplement; (c) all Permitted Investments and all money, among the SPVinvestment property, the Servicer, the Managing Agents, Investors, the Administrators instruments and other property on deposit from time to time party thereto in, credited to or related to the Collection Account, the Series Accounts and the Agent Excess Funding Account (as successor by assignment including any subaccounts of any such account), and in all interest, dividends, earnings, income and other distributions from time to Cooperative Rabobank U.A.time received, New York Branch receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (d) all rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the Transfer and Servicing Agreement (whether arising pursuant to the Rabobank Assignmentterms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity). Upon , including the effectiveness rights of this Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the terms Transfer and provisions Servicing Agreement to the same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Existing Agreement shallNoteholders; (e) all Insurance Proceeds; (f) all proceeds of any derivative contracts between Issuer and a counterparty, subject as described in any Indenture Supplement; (g) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, and letter-of-credit rights consisting of, arising from or related to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement foregoing; (h) all other property of the Existing Agreement by this Agreement, Issuer; (i) the SPV all present and Servicer shall continue to be liable to each future claims, demands, causes and choses in action in respect of any or all of the parties foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to the Existing Agreement all or any other Indemnified Party or Servicer Indemnified Party part of any of the foregoing; and (as such terms are defined in j) any proceeds of the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof foregoing (collectively, the “Existing Agreement Outstanding AmountsCollateral”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:).

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28February 19, 2016 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVBorrowers, the Servicer, the Managing Agents, Investors, the Administrators various financial institutions from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding AmountsLenders”) and all agreements the Administrative Agent, the Existing Lenders agreed to indemnify such parties in connection with events or conditions arising or existing prior make extensions of credit to the effective date of this Agreement Borrowers on the terms and conditions set forth therein, including making loans (iithe “Existing Loans”) to the security interest created under Borrowers. The Company has requested that the Existing Credit Agreement shall remain be amended and restated in full force its entirety to become effective and effect as security for such Existing Agreement Outstanding Amounts. Upon binding on the effectiveness Borrowers pursuant to the terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing ; and (b) the Existing Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained hereinin this Agreement, unless expressly herein stated with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the contrary, is intended to amend, modify Closing Date or otherwise affect any other instrument, document or agreement executed and/or delivered arising (in connection with the case of indemnification) under the terms of the Existing Credit Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This The Borrowers requested that the Lenders under this Agreement amends and restates in its entirety, as of the date hereofClosing Date (such agreement as in effect immediately prior to the 2018 Refinancing Amendment Effective Date, the Second Amended “Existing Credit Agreement”) extend credit to the Borrowers in the form of (i) Term B Loans (as this and Restated Transfer other capitalized terms used in these preliminary statements are defined in Section 1.01 below) on the Closing Date in an aggregate principal amount of $700,000,000 and Administration Agreement(ii) Revolving Credit Commitments in an aggregate principal amount of $375,000,000. The Revolving Credit Commitments permit the making of Revolving Credit Loans, Swing Line Loans and the issuance of Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, were used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which shall be effected in accordance with the terms thereof), dated as of September 28May 5, 2016 2015, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (the “Existing Agent”), and each lender from time to time party thereto (as amended, restated, supplemented or otherwise and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “2015 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the 2015 Credit Agreement remained outstanding to the extent continued under this Existing Credit Agreement Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and similar accommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing AgreementSenior Notes Indenture”), among the SPVLead Borrower, the ServicerCo-Borrower and The Bank of New York Mellon, the Managing Agentsacting through its London Branch, Investorsas trustee, the Administrators as amended and/or supplemented from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, in accordance with the terms and provisions of the Existing Agreement shall, subject thereof prior to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding AmountsSenior Notes”) or (y) provide notice for the redemption or repayment of all of the Existing Senior Notes and deposit proceeds sufficient to redeem or repay in full the Existing Senior Notes (including any accrued and unpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Senior Notes Indenture, and, in each case terminate and release all agreements to indemnify such parties commitments, security interests and guarantees in connection with events or conditions arising or existing prior to respect thereof (the effective date of this Agreement actions under clauses (i) and (ii) above, the security interest created under “Refinancing”) and (iii) pay the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered Transaction Expenses in connection with the Existing Agreementforegoing. The SPV desires Revolving Credit Lenders are willing to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, lend and the Investors desire L/C Issuer is willing to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based uponissue Letters of Credit, in parteach case, reinvestment payments on the terms and subject to the conditions set forth herein. The Borrowers, the Administrative Agent and the Lenders party thereto have entered into that certain 2018 Refinancing Amendment (the “2018 Refinancing Amendment”), dated as of May 22, 2018, under which the 2018 Refinancing Term Loan Lenders are made by such Investorsextending credit to the Borrowers in the form of 2018 Refinancing Term Loans (which constitute Refinancing Term Loans under Section 2.17 of the Existing Credit Agreement) in an original aggregate principal amount equal to $696,500,000.00. Pursuant to the 2018 Refinancing AmendmentThe Borrowers, the Administrative Agent, Holdings, Intermediate Holdings, the Borrowers and the 2018 Refinancing and the Lenders party thereto have entered into that certain 2021 Incremental Amendment (the “2021 Incremental Amendment”), dated as of May 3, 2021, under which the 2021 Incremental Term Loan Lenders have agreed to amendare extending credit to the Borrowers in the form of 2021 Incremental Term Loans (which constitute Incremental Term Loans under Section 2.16 of the Existing Credit Agreement as provided in this Agreement) in an original aggregate principal amount equal to $750,000,000.00. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Lessor and Integrated Living Communities of San Antonio, L.P, a Delaware limited partnership ("Original Lessee") (successor by conversion to Integrated Living Communities of San Antonio, Inc., a Delaware corporation) entered into that certain Lease Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28December 31, 2016 1996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2002 (as amended, restatedthe "Lease"), supplemented whereby Lessor agreed to lease to Original Lessee, and Original Lessee agreed to lease from Lessor, that certain assisted living facility located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Drive, San Antonio, Texas 78240, as more particularly described and defined in the Lease (the "Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the Lease. Assignor now desires to assign to Assignee, and Assignee desires to accept the assignment of, any right, title or otherwise modified prior interest Assignor has in and to the date hereofLeased Property as lessee under the Lease, the “Existing Agreement”)and Assignor and Assignee desire Lessor to, among the SPVother things, the Servicerconsent to such assignment and to make certain other agreements and statements, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch all pursuant to the Rabobank Assignmentterms and conditions of this Assignment and Assumption of Lease Agreement (this "Agreement"). Upon Emeritus is the effectiveness sole shareholder of ESC ▇.▇. ▇▇, INC., a Washington corporation, which is the general partner of Assignee. Emeritus is required to make certain representations, warranties and agreements in this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties as a condition precedent to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date execution of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Lessor.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of The Borrower has entered into the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28March 29, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”)) with Bank of America, among N.A., as administrative agent, with the SPVlenders named therein (the “Existing Lenders”) and the other parties thereto. In order to finance its ongoing working capital and general corporate purposes, the ServicerBorrower has requested, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment Lenders have agreed, to Cooperative Rabobank U.A., New York Branch pursuant further amend and restate the Existing Credit Agreement in order to permit the Lenders to extend credit subject to the Rabobank Assignment). Upon conditions set forth herein in the effectiveness form of this Agreement(a) Term Loans to the Borrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, the terms and provisions of the Existing Agreement shallat any time, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, not more than (i) the SPV and Servicer shall continue to $300,000,000 in aggregate principal, notional or stated amount may be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under form of L/C Credit Extensions provided by the Existing Agreement on the date hereof (collectivelyL/C Issuers, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) $40,000,000 in aggregate principal amount may be in the security interest created under form of Swing Line Loans provided by the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsSwing Line Lenders. Upon the effectiveness By execution of this Agreement, each reference of the Lenders shall be deemed to have assumed from each of the Existing Agreement Lenders, as of the Restatement Closing Date, an undivided interest in any other document, instrument or agreement shall mean all of the rights and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with obligations of the Existing Agreement. The SPV desires Lenders under the Existing Credit Agreement such that, after giving effect to continue to sellsuch sale and assignment as of the Restatement Closing Date, transfer and assign an undivided variable percentage interest in certain receivables, the Commitments of and the Investors desire amount of Borrowings owing to continue to acquire such undivided variable percentage interest, as such percentage interest shall each of the Lenders will be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsset forth on Schedule 2.01. In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained herein, and subject to the sufficiency satisfaction of which is hereby acknowledgedthe conditions set forth in Section 4.01, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Fifth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28March 25, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsU.S. Sub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original 725863464 05109795 Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellFor the avoidance of doubt, transfer all Capital, Discount, Letters of Credit, Fees and assign an undivided variable percentage interest in certain receivables, and all other amounts outstanding or owing by the Investors desire to continue to acquire such undivided variable percentage interestSeller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This The US Borrower has requested that the Credit Agreement amends and restates be amended pursuant to Section 2.24 thereof to replace, in its entiretyfull, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified all Term Loans outstanding immediately prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this AgreementFirst Amendment (the “Existing Term Loans”) with a replacement tranche of term loans (the “Replacement Term Loans”), and which Replacement Term Loans shall have the same terms (other than to the extent expressly provided otherwise in this First Amendment) under the Loan Documents as the Existing Term Loans. The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “Replacement Term Lender”) (a) will be deemed to have irrevocably agreed to the terms of this First Amendment and to have irrevocably committed to make the Replacement Term Loans to the US Borrower on the First Amendment Effective Date in the full amount set forth opposite the name of the Replacement Term Lender on Schedule A hereto and (b) upon the First Amendment Effective Date, will make such Replacement Term Loans to the US Borrower. The aggregate proceeds of the Replacement Term Loans will be used to replace, in full, all Existing Term Loans and pay related fees, costs and expenses, on the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretythe conditions set forth herein. Notwithstanding To accomplish the amendment and restatement of the Existing Agreement by this Agreement, foregoing (ia) the SPV US Borrower, the Administrative Agent and Servicer shall continue the Replacement Term Lender are willing to be liable amend the Credit Agreement pursuant to each of Section 2.24 thereof as set forth below (the parties to the Existing Credit Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectivelyamended hereby, the “Existing Agreement Outstanding AmountsAmended Credit Agreement”) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, which will replace, in full, all agreements to indemnify such parties Existing Term Loans, in connection with events or conditions arising or existing prior each case, on the First Amendment Effective Date, on the terms and subject to the effective date of this Agreement conditions set forth herein and (ii) in the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Amended Credit Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Fourth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28May 1, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsSub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date 719921903 05109795 of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellFor the avoidance of doubt, transfer all Capital, Discount, Letters of Credit, Fees and assign an undivided variable percentage interest in certain receivables, and all other amounts outstanding or owing by the Investors desire to continue to acquire such undivided variable percentage interestSeller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 2830, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A.PNC Bank, New York Branch National Association pursuant to the Rabobank PNC Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 16, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among the SPVSeller, the Servicer, the Managing Agentsvarious conduit purchasers, Investorsrelated committed purchasers, LC participants and purchaser agents party thereto, and BNS, as the administrator. In connection with the amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the date hereof (the “Assignment and Assumption Agreement”), among the Seller, the Administrators from time to time party thereto Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the Agent (as successor parties thereto desire that PNC, and PNC by assignment to Cooperative Rabobank U.A., New York Branch pursuant its execution and delivery of its signature to the Rabobank Assignment). Upon Assignment and Assumption Agreement and this Agreement hereby agrees to, become the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, 740811803 17540157 each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofRestatement Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28May 5, 2016 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among the SPVSeller, the Servicer, the Managing Agentsvarious conduit purchasers, Investorsrelated committed purchasers, LC participants and purchaser agents party thereto, and PNC, as the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyadministrator. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyThe Borrower, as of the date hereofHoldings, the Second Amended Lenders party thereto from time to time, the Administrative Agent and Restated Transfer and Administration the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of September 28April 1, 2016 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);” the Credit Agreement, among the SPVas amended by this Amendment and as may be further amended, the Servicerrestated, the Managing Agentsamended and restated, Investors, the Administrators supplemented or otherwise modified from time to time party thereto after the date hereof, is herein referred to as the “Amended Credit Agreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the Agent (as successor by assignment meanings assigned to Cooperative Rabobank U.A., New York Branch pursuant to such terms in the Rabobank AssignmentCredit Agreement). Upon Pursuant to and in accordance with Section 2.12 of the effectiveness of this Credit Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted Borrower may request from time to time based uponIncremental First Lien Term Commitments. The Borrower has notified the Administrative Agent of its request for an Incremental First Lien Term Commitment in an aggregate principal amount equal to $481,225,000 on the terms set forth in this Amendment. The Administrative Agent and the Borrower have determined that the Incremental First Lien Term Commitments Effective Date with respect to such Incremental First Lien Term Commitment shall be the New Incremental First Lien Term Commitments Effective Date (as defined below). Pursuant to Section 2.12(d) of the Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in partthe opinion of the Administrative Agent, reinvestment payments that are made by such Investorsto effect the provisions of Section 2.12 of the Credit Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereofRestatement Date, the Second Amended Purchase and Restated Transfer and Administration Sale Agreement, dated as of September 28March 31, 2016 2011 (the “Initial Closing Date”) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among the SPVContributing Originator, the Servicer, the Managing Agents, Investors, the Administrators other Originators from time to time party thereto parties thereto, and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyCompany. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (ia) the SPV and Servicer Originators shall continue to be liable to each of the parties to the Existing Agreement or any other Purchase and Sale Indemnified Party or Servicer Indemnified Party (as such terms are defined in and Affected Persons for the Existing Agreement) for fees and expenses payable by such Originator, which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement, and the Prior Agreement Outstanding Amounts shall be reflected on the Purchase Reports created on the Restatement Date, (b) all sales of Receivables and Related Rights under the Prior Agreement by the Originators to the Company are hereby ratified and confirmed and shall survive the Prior Agreement and (iic) the security interest created interests granted by the Originators under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Upon the effectiveness of this Agreement, the terms and provisions of the Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires For the avoidance of doubt, all amounts outstanding or owing by the Company under any Intercompany Loan remains outstanding or owing by the Company. Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Exhibit I to continue the Third Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to selltime, transfer and assign an undivided variable percentage interest in certain receivablesthe “Receivables Purchase Agreement”), and among the Investors desire to continue to acquire such undivided variable percentage interestCompany, as Seller, the Contributing Originator, as initial Servicer (in such percentage interest shall be adjusted capacity, the “Servicer”), the various Purchasers and Purchaser Agents, from time to time based uponparty thereto, in partPNC Bank, reinvestment payments that are made by such Investors. In consideration of the mutual agreementsNational Association, provisions as Administrator and covenants contained hereinas LC Bank, the sufficiency of which is hereby acknowledgedand PNC Capital Markets LLC, the parties hereto agree as follows:Structuring Agent.

PRELIMINARY STATEMENTS. This Certain terms that are capitalized and used throughout this Agreement amends and restates are defined in its entiretyExhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as of amended, amended and restated, modified or supplemented from time to time. On the date hereofterms and subject to the conditions set forth herein, (i) the Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicer desire to service such receivables. Prior to the Closing Date, the Second Seller was a party to that certain Fifth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 15, 2016 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Prior Agreement”), among the SPVSeller, Manitowoc, ▇▇▇▇▇ and certain other parties. In connection with the corporate restructuring of Manitowoc and certain of its Affiliates occurring on the Closing Date, the ServicerPrior Agreement is being amended and restated on the date hereof to, among other things, remove the Managing AgentsSeller from the Prior Agreement. In connection with the amendment and restatement of the Prior Agreement, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Release Agreement, the terms Seller is (i) being released from certain obligations under the Prior Agreement and provisions of the Existing other Transaction Documents (as defined in the Prior Agreement) and (ii) assuming certain obligations that are set forth in the Release Agreement shall(such obligations, subject to this paragraph, be amended and restated hereby in their entiretythe “Assumed Obligations”). Notwithstanding the amendment and restatement of the Existing Agreement by this Prior Agreement, (i) the SPV and Servicer Seller shall continue to be liable to the Purchaser, the Agent and each other Indemnified Party and Affected Person for each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (Assumed Obligations, as if such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Assumed Obligations were originally incurred hereunder and (ii) the security interest created under the Existing this Agreement shall remain in full force and effect act as security for the Assumed Obligations until such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement Assumed Obligations have been paid in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:full.

PRELIMINARY STATEMENTS. This Agreement amends The BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the “US Borrower” and restates in its entiretytogether with the BV Borrower, as the “Borrowers”) and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the date hereofNetherlands, the Second Amended and Restated Transfer and Administration Agreement, have entered into a Credit Agreement dated as of September 28May 12, 2016 2011 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified prior from time to time, being the date hereof“Credit Agreement”) with the Lenders (as defined in the Credit Agreement), the “Existing Initial L/C Issuer (as defined in the Credit Agreement”), among the SPV, Initial Swing Line Lender (as defined in the Servicer, Credit Agreement) and the Managing Agents, Investors, Administrative Agent (as defined in the Administrators Credit Agreement). The Borrowers and their Subsidiaries have entered into or may from time to time party thereto enter into lines of credit (committed or uncommitted) and other similar arrangements (the Agent (“Bilateral Obligations”) with Lenders or their Affiliates and certain other financial institutions as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions initially set forth on Schedule XII of the Existing Security Agreement shall, subject to this paragraph, and as such schedule may be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based uponupon written notice by the Borrowers to the applicable Lenders or Affiliates and certain other financial institutions (each, in partsuch capacity, reinvestment payments that are made by such Investorsa “Bilateral Provider”). In consideration Each Pledgor is the owner of the mutual agreements, provisions shares of stock or other Equity Interests (as defined in the Credit Agreement) (the “Initial Pledged Equity”) set forth opposite such Pledgor’s name on and covenants contained herein, as otherwise described in Part I of Schedule II hereto and issued by the sufficiency Persons named therein and of which the indebtedness (the “Initial Pledged Debt”) set forth opposite such Pledgor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the obligors named therein. It is hereby acknowledged, a condition precedent to the parties hereto agree as follows:making of Loans by the Lenders and the issuance of Letters of Credit by the L/C Issuer under the Credit Agreement and the entry into Secured Hedge Agreements by the Hedge Banks from time to time that the Pledgors shall have granted the security interest contemplated by this Agreement. Each Pledgor will derive substantial direct and indirect benefit from the transactions contemplated by the Loan Documents and from each Bilateral Provider’s Bilateral Obligations.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in EXHIBIT I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of entirety the date hereof, the Second Amended and Restated Transfer and Administration Agreement, Receivables Purchase Agreement dated as of September 28June 30, 2016 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”"ORIGINAL AGREEMENT"), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Market Street Capital Corp. ("MSCC") and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of MSCC, the parties to the Existing Agreement Administrator or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid under the Existing Agreement on to the date hereof (collectively, under the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAgreement. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Existing Original Agreement. The SPV Seller desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereofRestatement Date (as defined below), the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28July 15, 2016 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereofRestatement Date, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended superseded and restated hereby replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Servicer Indemnified Party Secured Parties (as such terms are defined in the Existing Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof Restatement Date (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the effective date Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of the Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interest interests created under the Existing Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as security for such Existing the Prior Agreement Outstanding AmountsAmounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivablesTransferor has acquired, and will acquire from time to time, Receivables from the other Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted make Investments from time to time based uponto the Seller on the terms, in partand subject to the conditions set forth herein, reinvestment payments that are made by such Investorssecured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends Seller desires to transfer and restates assign Purchaser Interests to the Purchasers from time to time. Each Conduit may, in its entiretyabsolute and sole discretion, purchase Purchaser Interests from Seller from time to time. In the event that a Conduit declines to make any purchase, the Committed Purchaser(s) in the relevant Conduit Group shall, at the request of Seller, purchase Purchaser Interests from time to time. The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, has been requested and is willing to act as Administrative Agent on behalf of the Conduits and the Committed Purchasers in accordance with the terms hereof. Seller, Servicer, the Committed Purchasers, the Conduits, the Agents and the Administrative Agent are parties to that certain Receivables Purchase Agreement dated as of April 4, 2000 (the “Original RPA”), as amended and restated by that certain First Amended and Restated Receivables Purchase Agreement dated as of June 30, 2008 (the “First Amended and Restated RPA”), as amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 27, 2009 (the “Second Amended and Restated RPA”), as amended or otherwise modified to and including the date hereofhereof (the Original RPA, the First Amended and Restated RPA and the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofRPA together, the “Existing Original Agreement”), among and desire to amend and restate the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time Original Agreement to time party thereto and the Agent (appoint EPC as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness Sub-Servicer of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid Receivables under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain to make certain other changes as are set forth in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:658652.06-Chicago Server 1A - MSW ARTICLE I PURCHASE ARRANGEMENTS

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, Pursuant to the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28December 12, 2016 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the Servicer, the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A., New York Branch issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other documentCredit Agreement). Furthermore, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sellforegoing, transfer and assign an undivided variable percentage interest in certain receivablesthe Company has requested that the Lenders provide a term loan facility, and the Investors desire Lenders have indicated their willingness to continue lend under such a term loan facility, on the terms and subject to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe conditions set forth herein. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28February 3, 2016 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing AgentsMarket Street Funding LLC (“Market Street”) and PNC, Investorsas LC Participant, the Administrators from time to time party thereto Administrator and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)LC Bank. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC, Market Street and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends The Company sold the Original Notes in a private transaction on May 30, 1996. In connection with such sale, the Company agreed to register the New Notes under the Securities Act on Form S-4 (the "Registration Statement") and restates in its entirety, as to offer the holders of all outstanding Original Notes the opportunity to exchange all such Original Notes held by such holders for the New Notes. In connection with the filing of the date hereofRegistration Statement and such exchange, the Second Amended Company has agreed to cause this Indenture to be qualified under the TIA and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior to cooperate with the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Trustee and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Noteholders in order that this Indenture may be so qualified. Upon the effectiveness of this Agreementthe Registration Statement, a Noteholder will have the right, but will not be obligated, to exchange Original Notes for the New Notes being issued pursuant hereto. Except as otherwise provided herein, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding Original Indenture shall govern the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivablesOriginal Notes, and the Investors desire terms of this Indenture shall govern the New Notes. The Company is duly authorized to continue execute and deliver this Indenture to acquire such undivided variable percentage interest, provide for the New Notes issuable as such percentage interest shall be adjusted from time to time based upon, provided in part, reinvestment payments that are this Indenture. All covenants and agreements made by such Investors. In consideration the Company herein are for the benefit and security of the mutual agreements, provisions and covenants contained hereinNoteholders, the Trustee and the Collateral Agent. The Company is entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged. All things necessary to make the New Notes, when duly executed by the Company, and authenticated and delivered hereunder, the parties valid obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done. All payments on the New Notes will be made from distributions on the Collateral Securities, which were issued pursuant to the Pooling and Servicing Agreement, as supplemented by the Series 1993-1 Supplement and the Series 1995-1 Supplement, copies of which are attached hereto agree as follows:Exhibits C, D and E, respectively. Payment with respect to the Collateral Securities are made from collections of payments on the Receivables sold by Palais Royal, Inc., a Texas corporation ("Palais"), to the Company pursuant to the Receivables Purchase Agreement attached hereto as Exhibit F, and further transferred by the Company to the SRI Receivables Master Trust pursuant to the Pooling and Servicing Agreement.

PRELIMINARY STATEMENTS. This Agreement amends The Borrower has entered into that certain Separation and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Distribution Agreement, dated as of September 2822, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Transaction Agreement”), among between the SPVBorrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the ServicerTransaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the Managing Agents, Investors, assets and liabilities of the Administrators from time to time party thereto and the Agent AdvanSix Business (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Transaction Agreement) for fees and expenses which are accrued the equity interests of certain direct and unpaid under indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Existing Agreement on Borrower or its Subsidiaries (the date hereof “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Existing Agreement Outstanding AmountsSpin-Off”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior ). Prior to the effective date consummation of this Agreement the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the security interest created under form of Swing Line Loans (as hereinafter defined) provided by the Existing Agreement shall remain in full force and effect Swing Line Lenders (as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorshereinafter defined). In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained hereinand subject to the satisfaction of the conditions set forth in Section 4.01, the sufficiency of which is hereby acknowledgedLenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, modified or supplemented from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments which are made by such Purchasers and additional incremental payments made to the Seller. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration that certain Receivables Purchase Agreement, dated as of September 28June 26, 2016 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, Fairway Finance Company, LLC (f/k/a Fairway Finance Corporation), as Purchaser (as such term is defined in the Managing Agents, Investors, the Administrators from time to time party thereto Original Agreement) and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party and Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is are hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Pursuant to the Transaction Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 287, 2016 2005 (as amendedthe “Transaction Agreement”) Holdings agreed, restatedamong other things, supplemented or otherwise modified prior to purchase certain of its outstanding class “B” shares (the date hereof“Company Class B Shares”) from existing holders thereof (the “Sellers”) (such redemption, the “Existing Recapitalization”). The Borrowers have requested that (a) the Lenders lend funds to Holdings to pay to the Sellers the cash consideration in respect of the Recapitalization and to pay transaction fees and expenses and (b) from time to time, the Lenders lend to the Borrowers and the L/C Issuer (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrowers in order to provide a revolving credit facility for the Borrowers and their Subsidiaries (as hereinafter defined). In connection with the foregoing, the Borrowers, the Administrative Agent and certain Lenders entered into the Credit Agreement dated as of September 7, 2005 (the “Original Credit Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time pursuant to time party thereto which such Lenders provided a revolving credit facility and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A.issue Letters of Credit, New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreementin each case, on the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined conditions set forth in the Existing Original Credit Agreement) for fees . The Borrowers, the Administrative Agent and expenses which are accrued the Lenders have agreed to amend and unpaid under restate the Existing Original Credit Agreement on the date hereof Effective Date (collectively, the “Existing Agreement Outstanding Amounts”as hereinafter defined) in its entirety to read as set forth in this Amended and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Restated Credit Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This The Borrower intends to (a) prepay and repay all amounts outstanding under its existing senior secured credit facility made pursuant to a Financing Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28December 11, 2016 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among the SPVOTG Management, Inc., OTG Consolidated Holdings, Inc., the ServicerBorrower, the Managing Agents, InvestorsGuarantors party thereto, the Administrators lenders from time to time party thereto and Highbridge Principal Strategies, LLC, as administrative agent, and terminate all commitments thereunder, (b) prepay and repay all amounts outstanding under the Agent existing senior secured notes issued pursuant to that certain Note Purchase Agreement dated as of December 11, 2012 (as successor by assignment to Cooperative Rabobank U.A.amended, New York Branch pursuant supplemented or otherwise modified prior to the Rabobank Assignment). Upon the effectiveness of this Agreementdate hereof, the terms “Existing Note Purchase Agreement”), among the Borrower, the purchasers from time to time party thereto and provisions of the Existing Agreement shallHighbridge Principal Strategies, subject to this paragraphLLC, be amended as collateral agent (clauses (a) and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement(b), (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding AmountsRefinancing Transaction”), and (c) consummate an initial public offering of the common stock of the managing member of the Borrower in which such managing member will receive net proceeds of at least $375,000,000 (the “IPO Transaction”). The Borrower has requested that, substantially simultaneously with the consummation of the Refinancing Transaction and the IPO Transaction, the Lenders extend credit to the Borrower in the form of Initial Term Loans and Revolving Credit Loans on the Funding Date. The proceeds of the Initial Term Loans and, subject to the limitations set forth herein, the Revolving Credit Loans shall be used on the Funding Date (i) to fund the Refinancing Transaction, (iii) for general corporate purposes (limited as set forth herein) and all agreements (iii) to indemnify such parties in connection with events or conditions arising or existing prior to pay the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsTransaction Expenses. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Third Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28January 25, 2016 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsSub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellGotham, transfer BTMUNY and assign an undivided variable percentage interest in certain receivables, and the Investors Fifth Third Bank desire to continue become parties to acquire such undivided variable percentage interest, the Agreement as such percentage interest shall Purchasers and/or Purchaser Agents (as the case may be adjusted from time to time based uponand as set forth herein), in parteach case, reinvestment payments that are made by such Investorson the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28August 7, 2016 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, parties hereto (other than the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto LC Bank and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank AssignmentLC Participants). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Prior Agreement remain outstanding or owing by the Seller hereunder. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Third Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28October 5, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Borrower and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC, Regions and any other Borrower Indemnified Party, Servicer Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivablesBorrower has acquired, and will acquire from time to time, Receivables from the Investors desire Transferor pursuant to continue the Sale and Contribution Agreement. The Transferor has acquired, and will acquire from time to acquire such undivided variable percentage interesttime, as such percentage interest shall be adjusted Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower has requested (a) that the Lenders make Loans from time to time based uponto the Borrower and (b) the LC Bank to issue Letters of Credit for the account of the Borrower from time to time, in parteach case, reinvestment payments that are made by such Investorson the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by the Purchasers. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28February 20, 2016 2002 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing "Original Agreement”"), among the SPVSeller, the Servicer, the Managing Agents, InvestorsSub-Servicers, the Administrators from time to time party thereto Issuer and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of PNC, the parties to the Existing Agreement Issuer or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing "Original Agreement Outstanding Amounts”") and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28February 11, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPVparties hereto (other than the LC Bank and LC Participants), the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Credit Agricole Corporate and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Investment Bank and Atlantic Asset Securitization LLC. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage ownership interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage ownership interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28December 8, 2016 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A.Bank of America, New York Branch N.A. pursuant to the Rabobank Bank of America Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the conditions set forth herein, (i) the Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second that certain Fifth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 15, 2016 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Agreement”), among the SPVSeller, Manitowoc Funding, LLC, The Manitowoc Company, Inc., Garland, Convotherm, Manitowoc Deutschland, Foodservice UK, Foodservice Asia, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Purchaser and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, subject to the Release Agreement, (i) the SPV Seller, Garland, Convotherm, Manitowoc Deutschland, Foodservice UK and Servicer Foodservice Asia shall continue to be liable to each of the parties to Purchaser, the Existing Agreement Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof Closing Date (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAmounts until such Existing Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyThe Borrower, as of the date hereofHoldings, the Second Amended lenders party thereto from time to time (the “Lenders”), the Administrative Agent and Restated Transfer and Administration the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 2827, 2016 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);” the Credit Agreement, among the SPVas amended by this Amendment and as may be further amended, the Servicerrestated, the Managing Agentsamended and restated, Investors, the Administrators supplemented or otherwise modified from time to time party thereto after the date hereof, is herein referred to as the “Amended Credit Agreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the Agent (as successor by assignment meanings assigned to Cooperative Rabobank U.A., New York Branch pursuant to such terms in the Rabobank AssignmentCredit Agreement). Upon Pursuant to and in accordance with Section 2.12 of the effectiveness of this Credit Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted Borrower may request from time to time based uponIncremental First Lien Term Commitments. The Borrower has notified the Administrative Agent of its request for an Incremental First Lien Term Commitment in an aggregate principal amount equal to $577,615,812.50 on the terms set forth in this Amendment. The Administrative Agent and the Borrower have determined that the Incremental First Lien Term Commitments Effective Date with respect to such Incremental First Lien Term Commitment shall be the Second Amendment Effective Date (as defined below). Pursuant to Section 2.12(d) of the Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in partthe opinion of the Administrative Agent, reinvestment payments that are made by such Investorsto effect the provisions of Section 2.12 of the Credit Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends The Purchaser has entered into that certain Receivables Purchase and restates Transfer Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "RPTA"; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the RPTA) with each of the entities parties thereto as providers (each, together with its entiretysuccessors and assigns, a "Provider" and, collectively, the "Providers") and Five Star Quality Care, Inc., as Primary Servicer. The Purchaser, the Lenders, Dresdner Kleinwort Wasserstein LLC, as Co- Program Manager, Syndication Agent and Le▇▇ ▇▇▇▇▇▇▇▇, Healthcare Finance Group, Inc., as Co- Program Manager, and the Assignee have entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, the "LSA"). In connection with the RPTA, the Grantors have made that certain Guaranty, dated as of the date hereof, in favor of the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 Purchaser (as amended, restated, supplemented or otherwise modified prior the "Parent Guaranty"). It is a condition precedent to the date hereofeffectiveness of the RPTA and the LSA and the making of any financial accommodations thereunder that the Grantors execute and deliver a pledge agreement in the form hereof to secure the following (collectively, the “Existing Agreement”)"Obligations"): the full and prompt payment, among the SPV, the Servicer, the Managing Agents, Investors, the Administrators at any time and from time to time party thereto as and the Agent (as successor by assignment to Cooperative Rabobank U.A.when due, New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms all liabilities and provisions obligations of the Existing Agreement shallGrantors, subject whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to this paragraphbecome due under, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement arising out of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under the Parent Guaranty or this Pledge Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and Without limiting the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration generality of the mutual agreements, provisions and covenants contained hereinforegoing, the sufficiency Grantors' liability shall extend to all amounts that constitute part of which is hereby acknowledgedthe Obligations and would be owed by the Grantors under the Parent Guaranty or this Pledge Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any of the parties hereto agree as follows:Grantors.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the date hereofRestatement Date, the Second that certain Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 2814, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators Purchasers and Purchaser Agents from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to Administrator. This Agreement does not constitute a novation or replacement of the Rabobank Assignment). Upon the effectiveness of this Original Agreement, but hereby ratifies and reaffirms the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be as amended and restated hereby in their entiretyby this Agreement. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party and Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates The Borrower (f/k/a Halyard Health, Inc.), the Guarantors (as defined in its entiretythe Existing Credit Agreement) party thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as of Term Loan Administrative Agent (as defined in the date hereofExisting Credit Agreement), Citibank, as Revolving Administrative Agent and Swing Line Lender (each as defined in the Existing Credit Agreement), the Second Amended other lenders party thereto and Restated Transfer and Administration the other agents party thereto entered into that certain Credit Agreement, dated as of September 28October 31, 2016 2014 (as the same may have been amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to (a) refinance (the “Closing Date Refinancing”) all Loans (as such term is defined in the Existing Credit Agreement) outstanding thereunder and pay all accrued interest (regardless of whether then due and payable), among fees and other amounts, in each case outstanding under the SPVExisting Credit Agreement with, and replace (to the extent not repaid, prepaid or otherwise terminated prior to the Closing Date) the Facility (as such term is defined in the Existing Credit Agreement) with, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent Facility (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of defined below) as provided in this Agreement, the terms Agreement and (b) amend certain other provisions of the Existing Credit Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreementhereinafter set forth. The SPV desires Lenders have indicated their willingness to continue to sell, transfer and assign an undivided variable percentage interest in certain receivableslend, and the Investors desire L/C Issuers have indicated their willingness to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based uponissue Letters of Credit, in parteach case, reinvestment payments that are made by such Investorson the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety, and hereby covenant and agree, as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, supplemented or otherwise modified and in effect from time to time. This Agreement amends and restates in its entirety, as of entirety the date hereof, the Second Amended and Restated Transfer and Administration Agreement, Receivables Purchase Agreement dated as of September 2830, 2016 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing "Original Agreement”"), among the SPVSeller, the Servicer, the Managing AgentsLiberty Street Funding Corp., Investorsa Delaware corporation ("Liberty Street"), Corporate Asset Funding Company, Inc., a Delaware corporation ("CAFCO"), the Administrators from time to time party thereto Agent and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Co-Agent. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of Liberty Street, CAFCO, the parties to the Existing Agreement Agent, Co-Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid under the Existing Agreement on to the date hereof (collectively, under the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAgreement. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Existing Original Agreement. The SPV Seller desires to continue to sell, transfer and assign an to the Purchasers undivided variable percentage interest ownership interests in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time ownership interests on the terms and subject to time based upon, in part, reinvestment payments that are made by such Investorsthe conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 15, 2016 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing AgentsSub-Servicers, Investors, the Administrators from time to time party thereto Market Street Funding LLC and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement PNC, Market Street Funding LLC or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28January 31, 2016 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Prior Agreement”), among each of the SPV, parties hereto (other than the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank AssignmentStructuring Agent). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Prior Agreement (including the provisions set forth in Section 2 of that certain Second Amendment to the Prior Agreement, dated as of May 10, 2019) shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Prior Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or PNC and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Prior Agreement) for fees and expenses which are accrued and unpaid under the Existing Prior Agreement on the date hereof (collectively, the “Existing Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and Agreement, (ii) the undivided percentage ownership interests and security interest created under the Existing Prior Agreement shall remain in full force and effect as security for such Existing Prior Agreement Outstanding AmountsAmounts until such Prior Agreement Outstanding Amounts shall have been paid in full and (iii) Letters of Credit (as defined in the Prior Agreement) issued and outstanding pursuant to the Prior Agreement shall constitute Letters of Credit issued and outstanding hereunder. Upon the effectiveness of this Agreement, each reference to the Existing Prior Agreement in any other document, instrument or agreement Transaction Document shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Prior Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage ownership interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage ownership interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the conditions set forth herein, (i) each Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second that certain Third Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 2827, 2016 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Agreement”), among the SPVU.S. Seller, Manitowoc, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto Purchaser (as assignee of Hannover Funding Company LLC) and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignmentassignee of Norddeutsche Landesbank Girozentrale). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV U.S. Seller and Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Existing Agreement Agent or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof Closing Date (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAmounts until such Existing Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28December 21, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, certain of the ServicerCompany’s Subsidiaries, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent (as successor by assignment L/C Issuer agreed to Cooperative Rabobank U.A., New York Branch issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Credit Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of entirety the date hereof, the Second Amended and Restated Transfer and Administration Agreement, Receivables Purchase Agreement dated as of September 28, 2016 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing "Original Agreement”"), among the SPVSeller, the Servicer, the Managing Agents, Investors, the Administrators from time to time purchaser groups party thereto and the Agent (PNC Bank, National Association as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and the Servicer shall continue to be liable to each of the parties to the Existing Agreement Purchasers, PNC Bank, National Association or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid under the Existing Agreement on to the date hereof (collectively, under the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAgreement. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Existing Original Agreement. The SPV Seller has and, from time to time from and after the date hereof, desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 2830, 2016 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsSub-Servicers, the Administrators from time to time party thereto Issuer and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of PNC, the parties to the Existing Agreement Issuer or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as Certain of the date hereof, Originators (the Second Amended "Existing Originators") and Restated Transfer and Administration Buyer entered into that certain Receivables Sale Agreement, dated as of September 28June 30, 2016 2000 (as amended, restated, supplemented restated or otherwise modified prior to the date hereof, the “Existing "Original Sale Agreement”"), among pursuant to which the SPVExisting Originators sold all of their Receivables and certain related property to Buyer. The Existing Originators desire to continue to sell and assign to Buyer, and the other Originators now desire to sell and assign to Buyer, all of each such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Buyer desires to purchase such Receivables, Related Security and Collections. Buyer continues to own all Receivables of the Existing Originators outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Sale Agreement (such Receivables, the Servicer"Previously Sold Receivables"). Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither the Originators nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the Managing Agents, Investors"Purchase Agreement") among Buyer, the Administrators Servicers (as defined therein), the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the Agent (as Companies and AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or any successor by assignment to Cooperative Rabobank U.A., New York Branch agent appointed pursuant to the Rabobank Assignmentterms of the Purchase Agreement (in such capacity, the "Agent"). Upon Each of the effectiveness of this AgreementOriginators and Buyer now desire to amend and restate the Original Sale Agreement in its entirety, subject to the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 9, 2016 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPVSeller, the Servicer, the Managing Purchaser Agents, Investors, the Administrators Purchasers from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding AmountsAmounts until such Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV Seller (i) desires to continue to sell, transfer and assign an undivided variable percentage interest in certain a pool of receivables, and the Investors Purchasers desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such InvestorsPurchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Financing Agreement, dated as of September 28May 10, 2016 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”), among the SPVBorrower, as “U.S. Borrower”, the Servicer, the Managing Agentsas “U.S. Servicer”, InvestorsCincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the Administrators “Group Agents” and “Lenders” from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Borrower and the Servicer shall continue to be liable to each of the parties to the Existing Original Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 771962042

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign receivables, and the Purchasers desire to acquire such receivables from time to time on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Fifth Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28March 25, 2016 (as 745381243 05109795751949792 05109795 amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Original Agreement”), among the SPVSeller, the Servicer, the Managing Agents, InvestorsU.S. Sub-Servicers, the Administrators from time to time various Purchasers and Purchaser Agents party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entiretyAdministrator. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Existing Original Agreement or and any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for fees and expenses which are accrued and unpaid under the Existing Original Agreement on the date hereof Closing Date (collectively, the “Existing Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sellFor the avoidance of doubt, transfer all Capital, Discount, Letters of Credit, Fees and assign an undivided variable percentage interest in certain receivables, and all other amounts outstanding or owing by the Investors desire to continue to acquire such undivided variable percentage interestSeller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, amended and restated supplemented or otherwise modified from time to time. The Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the date hereofClosing Date, the Second Amended and Restated Transfer and Administration Receivables Purchase Agreement, dated as of September 28December 21, 2016 2001 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing "Original Agreement”"), among the SPVSeller, the Servicer, the Managing Agents, Investors, members of the Administrators various purchaser groups from time to time party thereto and the Agent (PNC Bank, National Association, as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment)administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Existing Original Agreement shall, subject to this paragraph, be amended and restated superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Original Agreement by this Agreement, (i) the SPV Seller and Servicer York shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party Affected Person (as such terms are defined in the Existing Original Agreement) for with respect to all unpaid Investment, Discount (as such terms are defined in the Original Agreement) and fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing "Original Agreement Outstanding Amounts”") under the Original Agreement (which shall continue to accrue thereunder until such amounts are paid in full) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Original Agreement shall remain in full force and effect as security for such Existing Original Agreement Outstanding AmountsAmounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or and or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. This Agreement amends Morningstar and restates in its entirety, as of the date hereof, the Second Amended and Restated Buyer entered into that certain Receivables Transfer and Administration AgreementAgree ment, dated as of September 28June 30, 2016 2000 (as amended, restated, supplemented restated or otherwise modified prior to the date hereof, the “Existing "Original Transfer Agreement”"), among pursuant to which Morningstar sold and assigned to Buyer, and Buyer purchased from Morningstar, all of Morningstar's right, title and interest in and to Morningstar's Receivables, together with the SPVRelated Security and Collections with respect thereto. Morningstar desires to continue to sell and assign to Buyer, and Buyer desires to continue to purchase Morningstar's Receivables and the Related Security and Collections with respect thereto. Buyer continues to own all Receivables of Morningstar outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Transfer Agreement (such Receivables, the Servicer"Previously Sold Receivables"). Morningstar and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Morningstar to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither Morningstar nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to Morningstar. Following the purchase of Receivables from Morningstar, Buyer will sell its interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Sale Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the Managing Agents"Sale Agreement") among Buyer, Investorsas an Originator (as defined under the Sale Agreement), the Administrators other Originators named therein, and Dairy Group Receivables, L.P. (f/k/a Suiza Receivables, L.P., a Delaware limited partnership ("Dairy Group L.P."). AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Following the purchase of such Receivables from the Originators, Dairy Group L.P. will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Dairy Group, L.P., the Originators, as Servicers, the Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and the Agent Bank One, NA (as Main Office Chicago) or any successor by assignment to Cooperative Rabobank U.A., New York Branch agent appointed pursuant to the Rabobank Assignmentterms of the Purchase Agreement, as agent for the Companies and such Financial Institutions (in such capacity, the "Agent"). Upon Morningstar and Buyer now desire to amend and restate the effectiveness of this AgreementOriginal Transfer Agreement in its entirety, subject to the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of Pursuant to the date hereof, the Second Third Amended and Restated Transfer and Administration Credit Agreement, dated as of September 28February 6, 2016 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Existing Credit Agreement”), among the SPVCompany, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the Servicer, the Managing Agents, Investors, the Administrators other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the Agent L/C Issuer agreed to issue Letters of Credit (as successor by assignment the “Existing Letters of Credit”) to Cooperative Rabobank U.A., New York Branch the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the Rabobank Assignment). Upon the effectiveness terms of this Agreement, and the terms and provisions Lenders (including certain of the Existing Agreement shall, Lenders) have agreed (subject to the terms of this paragraph, be amended Agreement) to amend and restated hereby in their entirety. Notwithstanding the amendment and restatement of restate the Existing Credit Agreement by in its entirety to read as set forth in this Agreement, (i) the SPV and Servicer shall continue to be liable to each of it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Servicer Indemnified Party Obligations (as such terms are defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness terms of this Agreement, each reference to the Existing Agreement in any other documentCredit Agreement). Furthermore, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sellforegoing, transfer and assign an undivided variable percentage interest in certain receivablesthe Company has requested that the Lenders provide a term loan facility, and the Investors desire Lenders have indicated their #526279330_v2 willingness to continue lend under such a term loan facility, on the terms and subject to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investorsthe conditions set forth herein. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entiretyThe Borrowers (other than Texoma Healthcare System Receivables, as of the date hereofL.L.C.), the Second Amended Collection Agent, the Servicer, the Performance Guarantor, Variable Funding Capital Company LLC (“VFCC”), W▇▇▇▇ Fargo Bank, National Association (as successor to Wachovia Bank, National Association, “W▇▇▇▇”), TPF, SunTrust and Restated Transfer STRH entered into that certain Credit and Administration Security Agreement, dated as of September 28August 31, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Original Agreement”). Concurrently herewith, the parties to the Original Agreement and PNC entered into (a) that certain Assignment and Assumption Agreement, dated as of the date hereof (the “W▇▇▇▇ Assignment”), pursuant to which, among other things, (i) W▇▇▇▇ and VFCC ceased to be a party to the SPVOriginal Agreement, (ii) PNC became the ServicerAdministrative Agent under the Original Agreement and (iii) W▇▇▇▇ assigned to PNC, as Administrative Agent, all W▇▇▇▇’ right, title and interest in the Managing AgentsCollateral and (b) that certain Payoff Letter, Investorsdated as of the date hereof (the “Payoff Letter”), pursuant to which, among other things the Administrators from time Borrowers party to time party thereto the Original Agreement repaid in full all the outstanding loans made under the Original Agreement. The execution and delivery of this Agreement by each of the parties hereto is a condition precedent to the effectiveness of each of the W▇▇▇▇ Assignment and the Agent (as successor Payoff Letter, and the execution and delivery of each of the W▇▇▇▇ Assignment and the Payoff Letter by assignment each of the respective parties thereto is a condition precedent to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, . This Agreement amends and restates the terms and provisions Original Agreement in its entirety as of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amountshereof. Upon the effectiveness of this Agreement, each reference to the Existing Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Original Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: