Material indicated with a “[***]” has been omitted from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. RECEIVABLES PURCHASE AGREEMENT dated as of July 16, 2025 by and among SUPER MICRO COMPUTER, INC., as Seller and Guarantor, THE OTHER SELLERS FROM TIME TO TIME PARTY HERETO, THE PURCHASERS DESCRIBED HEREIN and MUFG BANK, LTD., as Administrative Agent ___________________________ MUFG BANK, LTD. and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Joint Lead Arrangers

TABLE OF CONTENTS Page i 1. Sale and Purchase ........................................................................................................................... 1 2. No Administrative Agent or Purchaser Liability ............................................................................ 4 3. Representations and Warranties ...................................................................................................... 5 4. Covenants ........................................................................................................................................ 5 5. Servicing Activities ......................................................................................................................... 5 6. Deemed Collections; Events of Repurchase; Indemnities and Setoff ............................................. 8 7. Guaranty ........................................................................................................................................ 10 8. Administrative Agent .................................................................................................................... 12 9. Notices .......................................................................................................................................... 17 10. Survival ......................................................................................................................................... 19 11. Expenses ....................................................................................................................................... 19 12. Interest on Overdue Amounts ....................................................................................................... 19 13. Governing Law ............................................................................................................................. 19 14. No Non-Direct Damages ............................................................................................................... 20 15. Joinder of Additional Sellers ........................................................................................................ 20 16. Addition of Account Debtor ......................................................................................................... 20 17. Joint and Several Obligations ....................................................................................................... 20 18. General Provisions ........................................................................................................................ 20 19. Confidentiality; Disclosure Required by Law .............................................................................. 24

TABLE OF CONTENTS (continued) ii Schedules, Exhibits and Annex Schedule I: Approved Account Debtors Schedule II: UCC Information Exhibit A: Certain Defined Terms Exhibit B: Conditions Precedent for Effectiveness Exhibit C: Representations and Warranties Exhibit D: Covenants Exhibit E: Eligibility Criteria Exhibit F: Termination Events Exhibit G: Accounts Exhibit H: Form of Joinder Annex I: Electronic Services Schedule Annex II: Administrator Setup Form

1 RECEIVABLES PURCHASE AGREEMENT This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 16, 2025, by and among SUPER MICRO COMPUTER, INC., a Delaware corporation (“Supermicro”), and any other seller from time to time party hereto (each, a “Seller” and collectively, the “Sellers”), SUPER MICRO COMPUTER, INC., as guarantor (in such capacity the “Guarantor”), MUFG BANK, LTD. (“MUFG Bank”), CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“CACIB”) and each other Purchaser from time to time party hereto (each, in such capacity, a “Purchaser” and collectively, the “Purchasers”), and MUFG Bank, as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS, each Seller desires to sell certain of its Receivables from time to time, and the Purchasers may be willing to purchase from each Seller such Receivables, in which case the terms set forth herein shall apply to such purchase. Each capitalized term used but not defined herein shall have the meaning set forth in, or by reference in, Exhibit A hereto, and the interpretive provisions set out in Exhibit A hereto shall be applied in the interpretation of this Agreement. Accordingly, the parties hereto agree as follows: AGREEMENT 1. Sale and Purchase. (a) Sales of Receivables. From time to time during the Availability Period, one or more Sellers may submit to the Administrative Agent a request (a “Purchase Request”) via the MUFG Platform that the Purchasers purchase from such Seller or Sellers the Proposed Receivables described in such Purchase Request on the proposed Purchase Date, which Purchase Request shall indicate the proposed Purchaser for each such Proposed Receivable; provided, however, and notwithstanding anything herein to the contrary, if (i) the MUFG Platform is not operational or is otherwise offline or (ii) the Administrative Agent has, in its discretion, instructed the Sellers that the MUFG Platform is no longer available for use, then such Seller or Sellers may deliver a Purchase Request to the Administrative Agent in form and substance satisfactory to the Administrative Agent, and this Agreement shall be construed and interpreted accordingly, mutatis mutandis. (b) Transmission and Acceptance of Purchase Requests. Promptly upon receipt, the Administrative Agent shall transmit each Purchase Request to each Purchaser proposed with respect to any Proposed Receivables described in such Purchase Request, together with an estimate prepared by the Administrative Agent of the Purchase Price for such Proposed Receivables. The applicable Purchasers, in their sole and absolute discretion, may elect to accept or reject a Purchase Request. Each Purchaser receiving such a Purchase Request shall endeavor to respond to the Administrative Agent as to its willingness to accept such Purchase Request and purchase its respective Proposed Receivables by no later than 6:00 p.m. New York City time on such Business Day (or no later than 10:00 a.m. New York City time the next Business Day for any such Purchase Request sent after 2:00 p.m. New York City time); provided that, for the avoidance of doubt, an affirmative response by such Purchaser shall not be deemed to constitute a commitment to complete such purchase on the proposed Purchase Date, which decision shall remain at the discretion of such Purchaser. If the applicable Purchasers, in their sole and absolute discretion, accept a Purchase Request, then such Purchasers shall purchase, and such Seller or Sellers shall sell, all of each applicable Seller’s right, title and interest (but none of such Seller’s underlying obligations to the applicable Account Debtor) with respect to such Proposed Receivables as of the Purchase Date to the applicable proposed Purchasers (all such Proposed Receivables, once sold and purchased, or purported to be sold and

2 purchased, hereunder, collectively the “Purchased Receivables”). For the avoidance of doubt, each Purchased Receivable shall be purchased entirely by a single Purchaser, which Purchaser shall be designated in the applicable Purchase Request. (c) UNCOMMITTED ARRANGEMENT. EACH SELLER AND THE PURCHASERS ACKNOWLEDGE THAT THIS IS AN UNCOMMITTED ARRANGEMENT, THAT NO SELLER HAS PAID, OR IS REQUIRED TO PAY, A COMMITMENT FEE OR COMPARABLE FEE TO ANY PURCHASER. SALES OF PROPOSED RECEIVABLES BY A SELLER SHALL BE AT SUCH SELLER’S SOLE AND ABSOLUTE DISCRETION. PURCHASES OF PROPOSED RECEIVABLES BY ANY PURCHASER SHALL BE AT SUCH PURCHASER’S SOLE AND ABSOLUTE DISCRETION. (d) Conditions to Effectiveness. This Agreement shall become effective at such time as each of the conditions precedent set forth on Exhibit B to this Agreement has been satisfied to the satisfaction of each of the Administrative Agent and each Purchaser. (e) Conditions Precedent to Each Purchase. Notwithstanding the otherwise uncommitted nature of this Agreement, under no circumstances will any Purchaser purchase any portion of any Proposed Receivable unless: (i) the Administrative Agent has received a Purchase Request via the MUFG Platform (or, if applicable, in physical form in form and substance satisfactory to the Administrative Agent) with respect to the Proposed Receivables at least two (2) Business Days (or less, if the Administrative Agent and the relevant Purchasers so agree) prior to the applicable Purchase Date, together with any such additional supporting documentation that the Administrative Agent may have reasonably requested (subject to any confidentiality restrictions in any Contracts related to such Proposed Receivables); (ii) the applicable Purchasers have accepted such Purchase Request with respect to such Proposed Receivable and notified the Administrative Agent thereof; (iii) no Termination Event shall have occurred and no Termination Event shall exist immediately following the Purchasers’ purchase of such Proposed Receivables; (iv) each of the representations and warranties made by each Seller and the Guarantor in Exhibit C to this Agreement and each of the other Transaction Documents is true and correct in all material respects as of such Purchase Date or, in the case of any representation or warranty which speaks as to a particular date or period, as of that particular date or period; (v) each Proposed Receivable is an Eligible Receivable; and (vi) immediately following the sale and purchase of such Proposed Receivable, (A) the Outstanding Purchase Amount with respect to the Purchased Receivables payable by any Approved Account Debtor will not exceed such Approved Account Debtor’s Purchase Sublimit and (B) the Outstanding Purchase Amount with respect to any Purchaser will not exceed the Purchaser’s Facility Share applicable to such Purchaser. Each delivery of a Purchase Request or submission of a Purchase Request via the MUFG Platform by any Seller shall be deemed a representation and warranty by each applicable Seller that the foregoing conditions set forth in subclauses (iii)-(vi) of this clause (e) are satisfied and each of the statements set forth on such Purchase Request are true and correct as of the applicable Purchase Date with respect to the Proposed

3 Receivables described therein or submitted onto the MUFG Platform, as applicable, with respect to such Purchase Request. (f) Purchase Price. The purchase price for each Purchased Receivable purchased on any Purchase Date shall equal (i) the Net Invoice Amount of such Purchased Receivable, minus (ii) the Discount (such amount herein referred to as the “Purchase Price”). Each Purchaser shall transfer the Purchase Price for each of its respective Purchased Receivables (the “Funded Amount”) by depositing such Funded Amount into the Administrative Agent’s Account in immediately available funds no later than 10:00 a.m. New York City time (or such later time as agreed to in writing by the Administrative Agent in its sole and absolute discretion) on the applicable Purchase Date. Upon receipt of all of the amounts set forth in the foregoing sentence, the Administrative Agent, on behalf of the Purchasers, shall pay the Purchase Price for each Purchased Receivable on such Purchase Date to the applicable Seller. All payments of Purchase Price shall be paid in U.S. dollars. Upon such payment each such Purchased Receivable shall be automatically sold by the applicable Seller to the applicable Purchasers without any further action or notice by any party. (g) Non-Funding Purchasers. Notwithstanding anything herein to the contrary, if the Administrative Agent shall not have received a Purchaser’s Funded Amount in connection with each Proposed Receivable to be funded by such Purchaser on any Purchase Date in accordance with clause (f) above when required therein (each such Purchaser being a “Non-Funding Purchaser”), the purchase of any Proposed Receivables with respect to which such Non-Funding Purchaser is the proposed Purchaser shall be deemed automatically be rejected by all applicable Purchasers (each, an “Auto Rejected Receivable”); provided that any Proposed Receivables respect to which such Non-Funding Purchaser is not the proposed Purchaser shall not be deemed automatically rejected and shall continue to be funded by the Administrative Agent. In the case of any Proposed Receivables that are also Auto Rejected Receivables, if mutually agreed among the Sellers, the Administrative Agent and the Purchasers other than the Non-Funding Purchaser, the Sellers may submit a new Purchase Request in accordance with Section 1(a) containing only the Auto Rejected Receivables and such Auto Rejected Receivables may be purchased by such Purchasers. (h) True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Administrative Agent or any Purchaser for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. Each Purchaser agrees that it shall assume the risk of non-payment of any Purchased Receivable to the extent it is the result of an Insolvency Event of the applicable Account Debtor. The parties hereto have structured each transaction contemplated by this Agreement as an absolute and irrevocable sale, and each Purchaser, the Guarantor and each Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller and the Guarantor will advise all Persons inquiring about the ownership of any Purchased Receivable that all Purchased Receivables have been sold to the Purchasers. In the event that, contrary to the mutual intent of the parties hereto, any purchase of Purchased Receivables is not characterized as a sale, each Seller shall, effective as of the date hereof, be deemed to have granted to the Administrative Agent (for the benefit of the Purchasers), and each such Seller hereby does grant to the Administrative Agent (for the benefit of the Purchasers), in addition to and not in substitution for the rights and remedies described in Section 6(f) hereof, a first-priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure the payment of all obligations of such Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing. This Agreement shall be deemed to be a security agreement under Applicable Law. Each Seller hereby authorizes the Administrative Agent, on behalf of each Purchaser, to file such financing statements (and continuation statements with respect to such financing statements when

4 applicable) as may be necessary to perfect the sale of the Purchased Receivables and the foregoing grant of security. With respect to such grant of a security interest, the Administrative Agent and the Purchasers may at its option exercise from time to time any and all rights and remedies available to it hereunder, under the UCC or otherwise. For purposes of this clause (h), each Seller agrees that ten (10) Business Days shall be reasonable prior notice to such Seller of the date of any public or private sale or other disposition of all or any of the Purchased Receivables. (i) [Reserved]. (j) Several Obligations of Purchasers. The obligations of the Purchasers hereunder are several and not joint, and no Purchaser shall be responsible for the obligations of any other Purchaser hereunder. Nothing contained herein or in any other Transaction Document, and no action taken by the Purchasers pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity. (k) Effect of Benchmark Transition Event. Notwithstanding anything to the contrary in this Agreement, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then the Benchmark Replacement will replace such Benchmark for all purposes hereunder in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to this Agreement or any further action or consent of the Sellers. The Administrative Agent will promptly notify the Sellers of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Any determination, decision or election that may be made by the Administrative Agent pursuant to the provisions hereof, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in the Administrative Agent’s sole discretion and without consent from the Sellers. 2. No Administrative Agent or Purchaser Liability. Notwithstanding anything herein to the contrary, each Seller hereby acknowledges and agrees that the Administrative Agent and the Purchasers shall not be in any way responsible for the performance of any Contract and such Persons shall not have any obligation to intervene in any Dispute arising out of the performance of any contract giving rise to any Purchased Receivable. All obligations of a Seller as seller of the goods and provider of any related services, including, without limitation, all obligations of such Seller as seller under the Contract, all representations and warranty obligations, all servicing obligations, all maintenance obligations, and all delivery, transport and insurance obligations, shall be retained by such Seller. 3. Representations and Warranties. Each Seller and the Guarantor represents and warrants to the Administrative Agent and each Purchaser on the date hereof and on each Purchase Date that the representations and warranties set forth on Exhibit C hereto are true and correct as of the date hereof and as of each such Purchase Date or, in the case of any representation or warranty which speaks as to a particular date or period, as of that particular date or period. Each Seller represents and warrants to the Administrative Agent and each Purchaser on each Purchase Date that each Proposed Receivable included in the applicable Purchase Request is an Eligible Receivable as of such Purchase Date. 4. Covenants. Each Seller and the Guarantor agrees to perform each of the covenants set forth on Exhibit D hereto applicable to it.

5 5. Servicing Activities. (a) Appointment of Servicers. Each Purchaser appoints each Seller as its servicer and agent for the administration and servicing of its Purchased Receivables sold by such Person to such Purchaser hereunder, and each Seller hereby accepts such appointment and agrees to assume the duties and the administration and servicing obligations as a servicer, and perform all necessary and appropriate commercial servicing and collection activities in arranging the timely payment of amounts due and owing by any Account Debtor (including the identification of the proceeds of the Purchased Receivables and related recordkeeping which shall be made available to the Administrative Agent upon its reasonable request (for onward distribution to any Purchaser)) all in accordance with Applicable Laws, with reasonable care and diligence and, in any event, the Credit and Collection Policy, including, without limitation, diligently and faithfully performing all servicing and collection actions (including, if necessary, acting as party of record in foreign jurisdictions); provided, however, that such appointment as servicer shall not release a Seller from any of its duties, responsibilities, liabilities and obligations resulting from or arising hereunder. In connection with its servicing obligations, each Seller will perform its duties under the Contract related to the Purchased Receivables with the same care and applying the same policies as it applies to its own Receivables generally and would exercise and apply if it owned the Purchased Receivables and shall act to maximize Collections thereon. (b) Transfer of Collections to and by Administrative Agent. Subject to Sections 5(c), 5(d), 5(e) and 6(a) below, each Seller covenants and agrees to deposit in the Administrative Agent’s Account all Collections with respect to Purchased Receivables without adjustment, setoff or deduction of any kind or nature no later than the first Settlement Date occurring at least two (2) Business Days after such Collections are received and identified as such in accordance with Section 5(e). Until remitted to the Administrative Agent’s Account, such Seller will hold such funds in trust as the Purchasers’ exclusive property and safeguard such funds for the benefit of the Purchasers. The Administrative Agent shall promptly distribute to each Purchaser at such address as such Purchaser shall indicate in writing, such Purchaser’s applicable Pro Rata Share of all payments due hereunder to such Purchaser, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent. The Administrative Agent may, at its discretion from time to time, setoff and deduct from such payments the full amount (or any partial amount available thereunder) of the applicable obligations due to the Administrative Agent from the Purchasers. (c) Ratable Sharing. If any Purchaser shall, by exercising any right of setoff or counterclaim or otherwise for any reason, obtain payment in respect of any Purchased Receivable or other obligations hereunder resulting in such Purchaser receiving payment of a proportion of the aggregate amount payable under any Purchased Receivable to such Purchaser greater than its Pro Rata Share would warrant as provided herein, then such Purchaser receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash) participations in the other Purchasers’ interests in the Purchased Receivables (not in excess of the applicable Purchase Price thereof), or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Purchasers ratably in accordance with the aggregate amount owing to them; provided, that: (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the Purchase Price restored to the extent of such recovery, without interest; and (b) the provisions of this Section 5(c) shall not be construed to apply to (A) any payment made by a Seller pursuant to and in accordance with the express terms hereof or (B) any payment obtained by a Purchaser as consideration for the assignment of or sale of a participation in any of its Purchased Receivables to any assignee or participant.

6 (d) Misdirected Payments. If, following receipt by the Administrative Agent or a Purchaser of any payment (whether from any Seller or Account Debtor) initially deemed a Collection in respect of Purchased Receivable, such payment is later identified as constituting payment in respect of a Receivable which is not a Purchased Receivable, the Administrative Agent or such Purchaser, as applicable, will return such payment to the applicable Seller upon receipt of evidence reasonably satisfactory to the Administrative Agent or the applicable Purchaser that such amounts do not constitute Collections on Purchased Receivables. (e) Identifying Collections. Pursuant to its servicing obligations under Section 5(a) hereof, each Seller shall be responsible for identifying, matching and reconciling any payments received from Account Debtors with the Receivable associated with such payment. If any payment is received from an Account Debtor, and such payment is not identified by such Account Debtor in its remittance instructions as relating to a particular Receivable and such payment cannot otherwise be reasonably identified by the applicable Seller as relating to a particular Receivable within two (2) Business Days of receipt thereof, then such payment shall be applied against unpaid Receivables of such Account Debtor in chronological order, oldest first. For the avoidance of doubt, it is understood and agreed that (i) the foregoing sentence is intended to deal with the rare situation where a payment cannot be identified to a particular Receivable and (ii) nothing in the foregoing sentence shall be understood to permit such Seller to apply to non-Purchased Receivables any Collections which are identifiable as Collections in respect of Purchased Receivables. (f) No Changes to Receivables. Except as otherwise expressly provided for in Section 6(a) hereof, no Seller shall compromise or settle any Purchased Receivable or extend the Maturity Date with respect thereto without the consent of the Administrative Agent (at the direction of each Purchaser who has acquired any interest in any such Purchased Receivables in accordance with this Agreement). (g) Reconciliation Report. Concurrently with (a) each transfer of funds by any Seller to the Administrative Agent’s Account on a Settlement Date and (b) each request by any Seller for a return of payments received by the Administrative Agent or a Purchaser which do not represent Collections on Purchased Receivables in accordance with Section 5(d), the Sellers shall provide to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a full reconciliation of all Collections with respect to each Purchased Receivable of an Account Debtor for which Collections were received (each, a “Reconciliation Report”). The Sellers shall be responsible for submitting the Reconciliation Report to the Administrative Agent via the MUFG Platform; provided, however, and notwithstanding anything herein to the contrary, if (i) the MUFG Platform is not operational or is otherwise offline or (ii) the Administrative Agent has, in its discretion, instructed a Seller that the MUFG Platform is no longer available for use, then such Seller may deliver a written Reconciliation Report to the Administrative Agent (for distribution to the Purchasers), and this Agreement shall be construed and interpreted accordingly, mutatis mutandis. (h) Non-Payment Report. (i) If a Purchased Receivable remains unpaid, in part or in full, past the date that is thirty (30) days after the applicable Maturity Date therefor, the applicable Seller shall report to the Administrative Agent (for delivery to the Purchasers) in a written report describing in reasonable detail the cause of such non-payment, including whether a Dispute or Insolvency Event exists with respect to the applicable Account Debtor (each a “Non-Payment Report”). In the event a Purchased Receivable has not been paid in full by the date that is sixty (60) days after the Maturity Date therefor (a “Non-Payment Event”), then (x) the applicable Seller may request that the relevant Purchasers discuss remediation options with respect to such Purchased Receivable in good faith, which may include an option for such Seller to deposit (or cause to be deposited) to the Administrative Agent’s Account an amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable in immediately available funds and,

7 to the extent agreed between such Seller and the relevant Purchasers, such Seller may take such action to remediate any such Non-Payment Event (a “Seller Remediation”) or (y) if no such Seller Remediation occurs within two (2) Business Days of a Non-Payment Event, the Administrative Agent may in its sole discretion (or shall, at the direction of the Required Purchasers) (A) request that Seller contact such Account Debtor by phone or in person to discuss the status of such Purchased Receivable and to inquire whether such payment delay or non-payment is due to a Dispute or Insolvency Event (or other financial inability to pay) and when payment can be expected and report such discussion to Purchaser and/or (B) take any other lawful action to collect such Purchased Receivable directly from such Account Debtor and/or (C) terminate the appointment of the relevant Seller as servicer with respect to such Purchased Receivable, in each case, unless otherwise agreed with the Administrative Agent in its sole discretion in writing. If a Seller Remediation is agreed between a Seller and the relevant Purchasers and occurs in accordance herewith, such Purchased Receivable shall hereby be, and be deemed to be, repurchased by such Seller from the Purchasers without recourse to or warranty by the Purchasers. (ii) For the avoidance of doubt, the remedies of the Administrative Agent described in clause (i) above, respectively, are independent and the Administrative Agent may, in its sole discretion, (or shall, at the direction of the Purchasers) exercise any or all of the remedies set forth in clause (i) above in accordance with their terms with respect to any Purchased Receivable. (i) [Reserved]. (j) Replacement of Sellers as Servicers. Following the occurrence and continuation of a Termination Event, the Administrative Agent may, or upon the direction of the Required Purchasers, shall, replace any or all Sellers as servicer with itself or any agent for the Administrative Agent with respect to any and all Purchased Receivables. Sellers shall be responsible for all reasonable and documented costs and expenses incurred in connection with such replacement and shall promptly reimburse the Administrative Agent with respect to same. Any amount due and payable pursuant to this clause shall be paid to the Administrative Agent’s Account in immediately available funds by no later than twenty (20) Business Days following demand therefor by the Administrative Agent. (k) The Administrative Agent as Attorney-in-Fact. Sellers hereby appoint the Administrative Agent as the true and lawful attorney-in-fact of Sellers, with full power of substitution, coupled with an interest, and hereby authorizes and empowers the Administrative Agent in the name and on behalf of Sellers at any time following removal of any Seller as servicer pursuant to clause (j) of this Section 5, to take such actions, and execute and deliver such documents, as the Administrative Agent deems necessary or advisable in connection with any applicable Purchased Receivable (i) to perfect the purchase and sale of such Purchased Receivable, including, without limitation, to send a notice of such purchase and sale to the Account Debtor of the transfers contemplated hereby and the sale of such Purchased Receivable or (ii) to make collection of and otherwise realize the benefits of such Purchased Receivable. At any time that any Seller is no longer serving as servicer hereunder, the Administrative Agent shall have the right to bring suit, in the Administrative Agent’s or such Seller’s name, and generally have all other rights of an owner and holder respecting each applicable Purchased Receivable, including without limitation the right to accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on such Purchased Receivables and issue credits in its own name. At any time following removal of any Seller as servicer, the Administrative Agent may endorse or sign the Administrative Agent’s or such Seller’s name on any checks or other instruments with respect to any applicable Purchased Receivables. The Administrative Agent shall not be liable for any actions taken by it in accordance with this Section unless such actions constitute the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction in a final and non-appealable judgment. This power of attorney, being coupled with an interest, is irrevocable and shall not expire until the Final Collection Date.

8 6. Deemed Collections; Events of Repurchase; Indemnities and Setoff. (a) Deemed Collections. If, on any day following the Purchase Date for any Purchased Receivable, the outstanding balance of such Purchased Receivable is reduced (including to zero) or cancelled as a result of any Dilution, the applicable Seller shall be deemed to have received on such day a Collection in respect of such Purchased Receivable in the amount of such Dilution. Any amount deemed to have been received under this Section 6(a) shall constitute a “Deemed Collection”. (b) Events of Repurchase. If any of the following events (each, an “Event of Repurchase”) occurs with respect to a Purchased Receivable: (i) such Purchased Receivable was not an Eligible Receivable at the time of purchase; (ii) any other representation or warranty pertaining to such Purchased Receivable deemed to have been made by a Seller pursuant to Section 1(e) in connection with Seller’s delivery or submission of the Purchase Request in which such Purchased Receivable was included shall be inaccurate, incorrect or untrue in any material respect on the date as of which it was made or deemed to be made; or (iii) an Adverse Claim or a Dispute has arisen with respect to any Purchased Receivable; then, the applicable Seller shall immediately deliver notice thereof to the Administrative Agent. Upon the occurrence of an Event of Repurchase, the applicable Seller shall, at the time, in the manner and otherwise as hereinafter set forth, repurchase such Purchased Receivable at the Administrative Agent’s option and demand. The repurchase price for a Purchased Receivable shall (provided that the Outstanding Purchase Amount is greater than zero) be the amount equal to the Outstanding Purchase Amount relating to such Purchased Receivable (or, if applicable, a proportionate part thereof) at such time and shall be paid to the Administrative Agent’s Account in immediately available funds on the first Settlement Date following demand therefor by the Administrative Agent. Upon the payment in full of the repurchase price with respect to a Purchased Receivable, such Purchased Receivable shall hereby be, and be deemed to be, repurchased by such Seller from the Purchasers without recourse to or warranty by the Purchasers. (c) Seller Indemnification. Each Seller hereby agrees, jointly and severally with each other Seller, to indemnify and hold harmless the Administrative Agent and the Purchasers and their respective officers, directors, agents, representatives, shareholders, counsel, employees and each of their respective Affiliates, successors and assigns (each, an “Indemnified Person”) from and against any and all damages, claims, losses, costs, expenses and liabilities (including, without limitation, reasonable and documented attorneys’ fees and expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from or related to this Agreement or any other Transaction Document or the ownership, maintenance or funding, directly or indirectly, of the Purchased Receivables (or any of them) sold by such Seller or otherwise arising out of or resulting from the actions or inactions of such Seller or any of its Affiliates, as a result of: (i) any representation or warranty made or deemed made by such Seller (or any of its officers) under or in connection with this Agreement or any other Transaction Document which shall have been incorrect when made; (ii) the failure by such Seller to perform any of its covenants or obligations under any Transaction Document; (iii) the failure by such Seller or any Purchased Receivable or Contract generated, signed or accepted by such Seller to comply in all material respects with any Applicable Law; (iv) [reserved]; (v) the failure to vest in the Purchasers ownership of each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (vi) any

9 Dispute, Dilution or any other claim resulting from the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller or the furnishing or failure to furnish such services or merchandise or relating to such Seller’s collection activities with respect to any Purchased Receivable, (vii) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with the services performed or merchandise furnished in connection with any Purchased Receivable sold by such Seller; (viii) the failure to take any action required hereunder to vest in the Administrative Agent a first priority perfected security interest (within the meaning of the UCC) in, each Purchased Receivable and all Collections in respect thereof sold by such Seller, free and clear of any Adverse Claim (and any attempt by any Person to void, rescind or set-aside any such transfer); (ix) the commingling by such Seller of Collections at any time with other funds of such Seller or any other Person or (x) any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Laws or Sanctions, and all reasonable costs and expenses (including reasonable documented legal fees and disbursements) incurred in connection with defense thereof by, any Indemnified Person in connection with the Transaction Documents as a result of any action of any Seller or any of its respective Affiliates; provided, however, that in all events there shall be excluded from the foregoing indemnification any damages, claims, losses, costs, expenses and liabilities to the extent resulting solely from (x) the gross negligence or willful misconduct of the applicable Indemnified Person and/or any of its Related Indemnified Persons as determined in a final non-appealable judgment by a court of competent jurisdiction or (y) the failure of an Account Debtor to pay any sum due under its Purchased Receivables by reason of the financial or credit condition of such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to the applicable Account Debtor). Any amount due and payable pursuant to this section shall be paid to the Administrative Agent’s Account in immediately available funds by no later than the fifteenth (15th) Business Day following demand therefor by the Administrative Agent or the applicable Purchaser. (d) Taxes (i) Prior Transaction Taxes. All payments of Collections on the Purchased Receivables from the applicable Seller to the Purchasers will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever that relate to the underlying transactions between the applicable Seller and the related Account Debtors that gave rise to such Purchased Receivables (“Prior Transaction Taxes”); it being understood that the Purchasers will not be responsible for any taxes arising from the underlying transactions between the applicable Seller and related Account Debtor. Each Seller, jointly and severally with each other Seller, will indemnify the Administrative Agent and each Purchaser and hold the Administrative Agent and each Purchaser harmless for any Prior Transaction Taxes. Further, each Seller shall pay and indemnify and hold the Administrative Agent and each Purchaser harmless from and against, any Prior Transaction Taxes that may at any time be asserted with respect to any Purchased Receivable sold by such Seller (including any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings, but not including taxes imposed upon the Administrative Agent or any Purchaser with respect to its overall net income including gross receipts, franchise, doing business or similar taxes) and costs, expenses and reasonable attorneys’ fees and expenses in defending against the same, whether arising by reason of the acts to be performed by such Seller hereunder or otherwise. Any amount due and payable pursuant to this section shall be paid to the Administrative Agent’s Account in immediately available funds by no later than the thirtieth (30th) Business Day following demand therefor by the Administrative Agent or the applicable Purchaser. (ii) Other Taxes. If any Applicable Law requires the deduction or withholding of any U.S. federal tax (other than a Prior Transaction Tax) from any payment to any Purchaser, then the applicable Seller and/or the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority in accordance with Applicable Law and, if the obligation to deduct or withhold such tax from any payment by any Seller

10 to any Purchaser arises as a result of any change in (or in the interpretation of) any Applicable Law after the date hereof, then the sum payable by the applicable Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this clause (ii)) the applicable Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made. At the request of a Seller or the Administrative Agent, each Purchaser shall take reasonable steps to avoid or reduce the need for any withholdings or deductions in respect of such taxes (including by furnishing the relevant U.S. Internal Revenue Service Form W-9 or W-8). If any Applicable Law requires the deduction or withholding of any tax other than U.S. federal tax from any payment to any Purchaser, then the applicable Seller and/or the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority in accordance with Applicable Law and, the sum payable by the applicable Seller shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this clause (ii)) the applicable Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made. At the request of a Seller or the Administrative Agent, each Purchaser shall take reasonable steps to avoid or reduce the need for any withholdings or deductions in respect of such taxes so long as such steps would not subject such Purchaser to material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser, in each case as determined in Purchaser’s sole discretion. (e) [Reserved.] (f) Setoff. Each Seller and the Guarantor hereby irrevocably instruct and authorize the Administrative Agent and each Purchaser, at any time that a Termination Event has occurred and is continuing, to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by the Administrative Agent or such Purchaser, as applicable, or any branch, agency or Affiliate thereof, including the payment of the Purchase Price for any Proposed Receivables, to, or for the account of, any Seller or the Guarantor against amounts owing by any Seller or the Guarantor hereunder or under any other Transaction Document. (g) UCC. The rights granted to Administrative Agent hereunder are in addition to all other rights and remedies afforded to the Administrative Agent as a secured party under the UCC. 7. Guaranty. (a) Unconditional Guaranty. For value received, the Guarantor hereby unconditionally and irrevocably guarantees on demand (after notice thereof by the Administrative Agent in accordance with the terms of this Agreement), as primary obligor and not merely as surety, the complete and timely payment and performance of any obligations of each Additional Seller that joins this Agreement pursuant to Section 15 hereof arising under or pursuant to this Agreement and the other Transaction Documents, including, without limitation, the obligations of each Additional Seller to make any payment to the Administrative Agent or any Purchaser as set forth in Section 5, Section 6, Section 11 and Section 12 of this Agreement (the “Guaranteed Obligations”); provided, that, for the avoidance of doubt, the Guarantor shall have no obligations hereunder with respect to any non-payment of any Purchased Receivable resulting solely from the failure of an Account Debtor to pay any sum due under such Purchased Receivable because of the financial or credit condition of such Account Debtor (including, without limitation, the occurrence of an Insolvency Event with respect to such Account Debtor). (b) Guaranty of Payment; Waiver of Defenses. This Section 7 represents an irrevocable, absolute, unconditional, present and continuing guaranty of payment and performance, and is in no way conditional or contingent upon any requirement to bring action against any Additional Seller, or

11 to perfect or enforce any security or upon any other action, occurrence or circumstance whatsoever. The liability of the Guarantor hereunder is independent of and not in consideration of or contingent upon the liability of any other Person under this or any similar instrument and the release of, or cancellation by, any party to this or a similar instrument shall not act to release or otherwise affect the liability of the Guarantor hereunder. It shall not be necessary for the Administrative Agent or any Purchaser (and the Guarantor hereby waives to the extent permitted by Applicable Law any rights that the Guarantor may have to require Purchaser), in order to enforce the obligations of the Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any Additional Seller or any other Person, (ii) enforce the Administrative Agent’s rights against any collateral that shall ever have been given to secure performance under this Agreement or any other Transaction Document, (iii) exhaust any remedies available to the Administrative Agent against any collateral which shall ever have been given to secure performance under the Receivables Purchase Agreement or any other Transaction Document or (iv) resort to any other means of obtaining payment of the obligations of any Additional Seller or any other Person. The liability of the Guarantor hereunder shall be absolute and unconditional irrespective of (and the Guarantor hereby waives any and all defenses arising out of): (i) any lack of validity or enforceability of any obligation of any Additional Seller under this Agreement or any other Transaction Document as against any such Person, (ii) any amendment, modification or waiver of this Agreement or any other Transaction Document, (iii) any challenge to, or lack of validity of, any Additional Seller’s ownership interest (immediately prior to each purchase thereof by the Purchasers) in the Purchased Receivables, (iv) any other defense it may have as a guarantor or a surety generally or otherwise based upon suretyship or impairment of collateral and (v) any other circumstance that might otherwise constitute a defense, either in equity or at law, available to, or a legal or equitable discharge of the Guarantor (other than the defense of performance and/or payment in full of the Guaranteed Obligations). (c) Corporate Existence. The Guarantor will comply in all material respects with all Applicable Laws and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges. (d) Expenses. In addition to any Guaranteed Obligations it may be required to pay pursuant to this Section 7, the Guarantor hereby agrees to reimburse the Administrative Agent and (as appropriate) each Purchaser on demand for: (i) all reasonable and documented costs and expenses (including reasonable attorneys’ fees and expenses) the Administrative Agent or any Purchaser incurs in connection with the enforcement of this Section 7, or for any breach of this Agreement or any of the other Transaction Documents by the Guarantor (including all such expenses incurred during any work-out or negotiation in respect of the obligations of the Guarantor hereunder); and (ii) all stamp, sales and use tax, and other similar taxes and fees payable or determined to be payable in connection with the sale of a Purchased Receivable or with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents. (e) Further Assurances. The Guarantor will, at its expense, promptly execute and deliver all further instruments and documents that the Administrative Agent may reasonably request to effectuate the terms of this Section 7 and the performance of the Guarantor’s obligations hereunder. (f) Payments. Any payments made by the Guarantor hereunder will be made without setoff, deduction or counterclaim for the amount of any taxes, levies or imposts by any taxing authority thereof or therein (but not including taxes imposed upon the Administrative Agent or any Purchaser with respect to its overall net income including gross receipts, franchise, doing business or similar taxes).

12 8. Administrative Agent. (a) Appointment and Authorization. (i) Each Purchaser hereby irrevocably designates and appoints MUFG Bank, Ltd., as the “Administrative Agent” hereunder and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, any Purchaser, any Seller or the Guarantor. Notwithstanding any provision hereof or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to the provision of any Transaction Document or Applicable Law. (ii) Except as otherwise specifically provided in this Agreement, the provisions of this Section 8 are solely for the benefit of the Administrative Agent and the Purchasers, and none of any Seller or the Guarantor shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Section 8 (other than as provided in Section 8(h)), except that this Section 8 shall not affect any obligations that the Administrative Agent or any Purchaser may have to any Seller or the Guarantor under the other provisions hereof. (iii) In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller or the Guarantor or any of their successors and assigns. (iv) Each Purchaser hereby appoints the Administrative Agent as its representative for purposes of Section 9-502(a)(2) of the UCC in order so that the Administrative Agent may act as secured party of record under any such UCC financing statements to perfect such Purchaser’s ownership interest in the Purchased Receivables. (v) With respect to any information or notice that is provided to the Administrative Agent under this Agreement for distribution to the Purchasers, the Administrative Agent shall use commercially reasonable efforts to promptly distribute such information or notice to the Purchasers; provided, however, that the failure of the Administrative Agent to promptly distribute such information or notice to the Purchasers shall neither constitute a breach of this Agreement nor give rise to any liability on the part of the Administrative Agent. (b) Delegation of Duties. The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible to any Purchaser for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. (c) Exculpatory Provisions. None of the Administrative Agent or any of its directors, officers, agents or employees shall be liable for any action taken or omitted (a) with the consent or at the direction of the Required Purchasers or (b) in the absence of such Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent shall not be responsible to any Purchaser or other Person for (i) any recitals, representations, warranties or other statements made by any Seller or the Guarantor or any of their

13 Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of any Seller or the Guarantor or any of their Affiliates to perform any obligation or (iv) the satisfaction of any condition specified in Section 1(d) or (e). The Administrative Agent shall not have any obligation to any Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of any Seller or the Guarantor or any of their Affiliates. (d) Reliance by the Administrative Agent. The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document, other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to any Seller or the Guarantor), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Required Purchasers, and assurance of its indemnification, as it deems appropriate. (e) Actions by Administrative Agent. The Administrative Agent shall take such actions, or refrain from taking such actions, under each of the Transaction Documents with respect to the rights and remedies of Purchasers, including with respect to any Purchased Receivable, in each case as may be directed by the Required Purchasers; provided, until the Administrative Agent receives such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as Administrative Agent deems advisable and in the best interests of the Purchasers. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers and the Administrative Agent. (f) Non-Reliance on the Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to such Purchaser and that no act by the Administrative Agent hereafter taken, including any review of the affairs of any Seller or the Guarantor, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Purchaser represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of an investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of any Seller, the Guarantor and the Purchased Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items specifically required to be delivered hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any information concerning any Seller, the Guarantor or any of their Affiliates that comes into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates; it being understood that, unless it has exercised a Direct Enforcement Election, no Purchaser shall have the right to request information from the Sellers directly and shall request any information regarding the Sellers through the Administrative Agent. (g) Administrative Agent and Affiliates. Each of the Purchasers and the Administrative Agent and their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with any Seller, the Guarantor or any of their Affiliates and MUFG Bank may exercise or refrain from exercising its rights and powers as if it were not the Administrative Agent. With respect to the purchase of the Proposed Receivables pursuant to this Agreement, the Administrative Agent, in its capacity as a Purchaser, shall have the same rights and powers under this Agreement as any other Purchaser and may exercise the same as though it were not such

14 an agent, and the terms “Purchaser” and “Purchasers” shall include the Administrative Agent in its capacity as a Purchaser. (h) Successor Administrative Agent. The Administrative Agent may, upon at least forty-five (45) days’ notice to the Guarantor, each Seller and each Purchaser, resign as Administrative Agent. If the Person serving as Administrative Agent is subject to an Insolvency Event, the Purchasers (excluding the Purchaser that is also the Administrative Agent at such time, if applicable) may, to the extent permitted by Applicable Law, by notice in writing to the Guarantor and such Person remove such Person as Administrative Agent. Any resignation or removal, as the case may be, shall not become effective until a successor agent is appointed by the Purchasers (excluding the Purchaser that is also the Administrative Agent at such time, if applicable), but with the consent of the Guarantor (provided, such consent shall not be unreasonably withheld, delayed or conditioned), and has accepted such appointment. Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the retiring or removed, as applicable, Administrative Agent, and the retiring or removed, as applicable, the Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Transaction Documents. After any retiring or removed, as applicable, Administrative Agent’s resignation or removal, as applicable, hereunder, the provisions of Section 18 and this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. (i) Know Your Customer. Nothing in this Agreement shall require any Purchaser (including any Purchaser when acting as Administrative Agent) to carry out any “know your customer” or other checks in relation to any Person on behalf of any other Purchaser. Each Purchaser confirms and acknowledges that it is solely responsible for such checks and verifications it is required to carry out; provided that each Purchaser shall first request information already obtained by the Administrative Agent regarding any Seller in order to carry out such checks and verifications. (j) Enforcement. (i) Notwithstanding anything to the contrary contained herein or in any other Transaction Document and without limiting Section 8(e) (but subject to the rest of this Section 8(j)), the authority to enforce rights and remedies of the Purchasers hereunder and under the other Transaction Documents against any Person shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8(a) for the benefit of all the Purchasers. (ii) In the event that a Non-Payment Event occurs with respect to any Purchased Receivable (and to the extent a Seller Remediation has not occurred), then: (A) The applicable Purchaser may elect by written notice to the Administrative Agent, each Seller and each other Purchaser (each a “Direct Enforcement Election”), to exercise any rights and remedies otherwise available to the Administrative Agent under this Agreement in respect of such Purchased Receivable, including, without limitation, those in Section 5(h). (B) Upon the delivery of such Direct Enforcement Election, (1) neither the Administrative Agent nor any other Purchaser shall have the right to exercise such rights and remedies with respect to the Purchased Receivables of such Purchaser designated in such Direct Enforcement Election and (2) neither the Administrative Agent nor any other Purchaser shall have any liability to such Purchaser, any Seller, the Guarantor or any other Person for the actions of such Purchaser or its respective representatives or agents in respect thereof.

15 (C) The applicable Purchaser, the other Purchasers and the Administrative Agent shall cooperate with each other in good faith to coordinate the exercise of their rights and remedies under this Agreement and the other Transaction Documents with respect to such Purchased Receivables and the Purchased Receivables generally. (k) Prompt Delivery of Information. Unless specifically required otherwise under the terms of this Agreement, to the extent the Administrative Agent receives information from the Sellers, which by the terms of this Agreement is “for delivery to the Purchasers” or other similar terms, the Administrative Agent shall endeavor to promptly deliver such information to the Purchasers; provided that the failure to do so in a timely manner shall not give rise to any liability on the part of the Administrative Agent. (l) Erroneous Payments. (i) If the Administrative Agent (x) notifies a Purchaser or Indemnified Person, or any Person who has received funds on behalf of a Purchaser or Indemnified Person (any such Purchaser, Indemnified Person or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (ii)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Purchaser, Indemnified Person or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8(l) and held in trust for the benefit of the Administrative Agent, and such Purchaser or Indemnified Person shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (i) shall be conclusive, absent manifest error. (ii) Without limiting immediately preceding clause (i), each Purchaser agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) that such Purchaser becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case, such Purchaser shall (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within five Business Days of obtaining knowledge of such error or mistake) notify the Administrative Agent of its receipt of such payment, prepayment or

16 repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8(l)(ii). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8(l)(ii) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8(l)(ii) or on whether or not an Erroneous Payment has been made. (iii) Each Purchaser or Indemnified Person hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Purchaser or Indemnified Person under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Purchaser or Indemnified Person under any Transaction Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (i). (iv) (A) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Purchaser that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Purchaser at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Purchaser shall be deemed to have assigned its Purchased Receivables with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Purchased Receivables of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at the Purchase Price of such Purchased Receivables), and is hereby (together with the Sellers) deemed to execute and deliver an assignment agreement with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Purchaser shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Purchaser shall become a Purchaser, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Purchaser shall cease to be a Purchaser, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement, (D) the Administrative Agent and the Sellers shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in its records its ownership interest in the Purchased Receivables subject to the Erroneous Payment Deficiency Assignment. (B) Subject to Section 18(b) (but excluding, in all events, any assignment consent or approval requirements (whether from the Sellers or otherwise)), the Administrative Agent may, in its discretion, sell any Purchased Receivables acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Purchaser shall be reduced by the net proceeds of the sale of such Purchased Receivable (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Purchaser (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Purchaser (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest,