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. 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. 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, 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. 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. 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. 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 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. 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 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 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. 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 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. 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. 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. 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. 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 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. 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 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. 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 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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 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, 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. 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. 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. 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. 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. 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. 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 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: