AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

Dated as of November 7, 2007

among

BOSTON SCIENTIFIC FUNDING LLC,
as Borrower,

BOSTON SCIENTIFIC CORPORATION,
as Servicer,

OLD LINE FUNDING, LLC

VICTORY RECEIVABLES CORPORATION,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,
as Victory Agent,

and

ROYAL BANK OF CANADA
as Old Line Agent and as Administrative Agent

  Section 1.1     The Facility................................................2

  Section 1.2     Funding Mechanics; Liquidity Fundings.......................2

  Section 1.3     Interest Rates..............................................3

  Section 1.4     Payment Dates; Absence of Notes to Evidence Loans...........4

  Section 1.5     Prepayments.................................................4

  Section 1.6     Changes in Aggregate Commitment.............................5

  Section 1.7     Distribution of Certain Notices; Notification of
                    Interest Rates............................................6

  Section 1.8     Extension of the Scheduled Termination Date.................6

  Section 1.9     Eligible Originators........................................7

ARTICLE II      BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS.........7

  Section 2.1     Request a Borrowing.........................................7

  Section 2.2     CP Tranche Periods and Interest Periods.....................8

  Section 2.3     Computation of Concentration Limits and
                    Outstanding Balance.......................................8

  Section 2.4     Maximum Interest Rate.......................................8

  Section 2.5     Payments and Computations, Etc..............................8

  Section 2.6     Non-Receipt of Funds by the Co Agents.......................9

ARTICLE III     SETTLEMENTS...................................................9

  Section 3.1     Monthly Reporting...........................................9

  Section 3.2     Turnover of Collections....................................10

  Section 3.3     Non-Distribution of Servicing Fee..........................11

  Section 3.4     Deemed Collections.........................................11

  Section 3.5     Treatment of Collections and Deemed Collections............12

ARTICLE IV      FEES AND YIELD PROTECTION....................................12

  Section 4.1     Fees.......................................................12

  Section 4.2     Yield Protection...........................................12

  Section 4.3     Funding Losses.............................................14

ARTICLE V       CONDITIONS OF ADVANCES.......................................14

  Section 5.1     Conditions Precedent to Initial Advance....................14

  Section 5.2     Conditions Precedent to All Advances.......................14

  Section 5.3     Conditions Precedent to Effectiveness......................15

ARTICLE VI      REPRESENTATIONS AND WARRANTIES...............................15

  Section 6.1     Representations and Warranties of the Loan Parties.........15

ARTICLE VII     COVENANTS....................................................21

  Section 7.1     Affirmative Covenants of the Loan Parties..................21

  Section 7.2     Negative Covenants of the Loan Parties.....................27

ARTICLE VIII    ADMINISTRATION AND COLLECTION................................29

  Section 8.1     Designation of Servicer....................................29

  Section 8.2     Duties of Servicer.........................................30

  Section 8.3     Rights of Administrative Agent.............................31

  Section 8.4     Responsibilities of Borrower...............................33

  Section 8.5     Monthly Reports and Other Information......................33

  Section 8.6     Servicing Fee..............................................33

ARTICLE IX      AMORTIZATION EVENTS..........................................33

  Section 9.1     Amortization Events........................................33

  Section 9.2     Remedies...................................................35

ARTICLE X       INDEMNIFICATION..............................................35

  Section 10.1    Indemnities................................................35

  Section 10.2    Indemnities by Servicer....................................38

  Section 10.3    Other Costs and Expenses...................................39

  Section 10.4    Taxes......................................................39

ARTICLE XI      THE AGENTS...................................................39

  Section 11.1    Appointment................................................39

  Section 11.2    Delegation of Duties.......................................40

  Section 11.3    Exculpatory Provisions.....................................40

  Section 11.4    Reliance by Agents.........................................40

  Section 11.5    Notice of Events of Default................................41

  Section 11.6    Non-Reliance on Other Agents and Lenders...................41

  Section 11.7    Indemnification of Agents..................................41

  Section 11.8    Agents in their Individual Capacities......................42

  Section 11.9    Conflict Waivers...........................................42

  Section 11.10   UCC Filings................................................43

ARTICLE XII     ASSIGNMENTS; PARTICIPATIONS..................................43

  Section 12.1    Restrictions on Assignments................................43

  Section 12.2    Rights of Assignees and Participants.......................44

  Section 12.3    Terms and Evidence of Assignment...........................44

ARTICLE XIII    SECURITY INTEREST............................................44

  Section 13.1    Grant of Security Interest.................................44

  Section 13.2    Termination after Final Payout Date........................44

ARTICLE XIV     MISCELLANEOUS................................................45

  Section 14.1    Waivers and Amendments.....................................45

  Section 14.2    Notices....................................................45

  Section 14.3    Ratable Payments...........................................46

  Section 14.4    Protection of Administrative Agent's Security Interest.....46

  Section 14.5    Confidentiality............................................47

  Section 14.6    Bankruptcy Petition; Limitation on Payments................48

  Section 14.7    Limitation of Liability....................................49

  Section 14.8    CHOICE OF LAW..............................................49

  Section 14.9    CONSENT TO JURISDICTION....................................49

  Section 14.10   WAIVER OF JURY TRIAL.......................................50

  Section 14.11   Integration; Binding Effect; Survival of Terms.............50

  Section 14.12   Counterparts; Severability; Section References.............50

  Section 14.13   Consent to Amendment and Restatement of the
                    Receivables Purchase Agreement...........................50


                             Exhibits and Schedules

Exhibit I         Definitions

Exhibit II        Form of Borrowing Request

Exhibit III       Jurisdictions of Organization and Chief Executive Offices of
                  the Loan Parties; Locations of Records; Organizational
                  Identification Numbers

Exhibit IV        Names of Collection Banks; Collection Accounts

Exhibit V         Form of Compliance Certificate

Exhibit VI        Form of Collection Account Agreement

Exhibit VII       Form of Commitment Reduction Notice; Form of Commitment
                  Increase Request; Form of Commitment Increase Response

Exhibit VIII      Credit and Collection Policy

Exhibit IX        Form of Monthly Report

Exhibit X         Eligible Originators

Exhibit XI        Form of Assignment and Acceptance Agreement

Schedule A        Commitments

Schedule B        Closing Documents

Schedule C        Effectiveness Date Documents

Schedule 14.2     Notices

AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT, dated as of

November 7, 2007 is entered into by and among:

(a) BOSTON SCIENTIFIC FUNDING LLC, a Delaware limited liability company ("Borrower"),

(b) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation ("BSX"), as initial Servicer,

(c) OLD LINE FUNDING, LLC, a Delaware limited liability company (together with its successors, "Old Line"), ROYAL BANK OF CANADA, a Canadian chartered bank acting through a New York branch, in its capacity as a Liquidity Bank to Old Line (together with its successors in such capacity, "RBC" and together with Old Line, the "Old Line Group"),

(d) VICTORY RECEIVABLES CORPORATION, a Delaware corporation (together with its successors, "Victory" and, together with Old Line, the "Conduits"), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as a Liquidity Bank to Victory (together with its successors, "BTMU" and, together with Victory, the "Victory Group"),

(e) ROYAL BANK OF CANADA, a Canadian chartered bank acting through a New York branch, in its capacity as agent for the Old Line Group (together with its successors in such capacity, the "Old Line Agent" or a "Co-Agent"), and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, in its capacity as agent for the Victory Group (together with its successors in such capacity, the "Victory Agent" or a "Co-Agent"), and

(f) ROYAL BANK OF CANADA, a Canadian chartered bank acting through a New York branch, in its capacity as administrative agent for the Old Line Group, the Victory Group and the Co-Agents (in such capacity, together with any successors thereto in such capacity, the "Administrative Agent" and together with each of the Co-Agents, the "Agents").

Unless defined elsewhere herein, capitalized terms used in this Agreement and not defined herein shall have the meanings assigned to such terms in Exhibit I. Those capitalized terms used herein but defined in other Transaction Documents shall have the same meanings assigned to such terms in those other Transaction Documents when used herein unless otherwise defined herein.

PRELIMINARY STATEMENTS

The parties hereto are parties (in the case of Old Line and RBC, by way of assignment and assumption) to a Credit and Security Agreement dated as of August 16, 2002 and previously amended (the "Original Agreement").

The parties hereto desire to further amend and restate the Original Agreement as of the date hereof.

Now, therefore, the parties hereto agree as follows:

ARTICLE I
THE CREDIT

Section 1.1 The Facility. On the terms and subject to the conditions set forth in this Agreement, Borrower (or the Servicer on Borrower's behalf) may from time to time during the Revolving Period request Advances by delivering a Borrowing Request to the Co-Agents in accordance with Section 2.1. Upon receipt of a copy of each Borrowing Request from Borrower or Servicer, each of the Co-Agents shall determine whether its Conduit will make a Loan in an amount equal to its Group's Percentage of the requested Advance specified in such Borrowing Request, and

(a) in the event that Old Line elects not to make any such Loan to Borrower, the Old Line Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Old Line Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Old Line's and the Old Line Liquidity Banks' Loans at any one time outstanding exceed the lesser of (i) the aggregate amount of the Old Line Liquidity Banks' Commitments, and (ii) the Old Line Group's Percentage of the Borrowing Base (such lesser amount, the "Old Line Allocation Limit"); and

(b) in the event that Victory fails to make any such Loan to Borrower pursuant to Victory's Commitment, the Victory Agent shall promptly notify Borrower and, unless Borrower cancels its Borrowing Request, each of the Victory Liquidity Banks severally agrees to make its Ratable Share of such Loan to Borrower, on the terms and subject to the conditions hereof, provided that at no time may the aggregate principal amount of Victory's and the Victory Liquidity Banks' Loans at any one time outstanding exceed the lesser of (i) the aggregate amount of the Victory Group's Commitments, and (ii) the Victory Group's Percentage of the Borrowing Base (such lesser amount, the "Victory Allocation Limit").

Each Loan shall be in the minimum amount of $1,000,000 or a larger integral multiple of $500,000. In no event may the aggregate principal amount of the Advances hereunder exceed the lesser of (x) the Aggregate Commitment, or (y) the Borrowing Base. Each Committed Lender's Commitment under this Agreement shall terminate on the Facility Termination Date. Each of the Loans, and all other Obligations of Borrower, shall be secured by the Collateral as provided in Article XIII.

Section 1.2 Funding Mechanics; Liquidity Fundings.

(a) Each Advance hereunder shall consist of Loans made by each Group and (except for any Advance which does not increase the aggregate principal amount of the Loans outstanding) shall be made in such proportions by each Group such that, after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Group shall be in proportion to such Group's Percentage of the aggregate outstanding principal balance

of all Advances then outstanding hereunder. Any Advance which does not increase the aggregate principal amount outstanding may be funded solely by one or more of the members of a single Group.

(b) Each Lender funding any portion of an Advance shall wire transfer the principal amount of its Loan to its applicable Co-Agent in immediately available funds not later than 1:00 p.m. (New York City time) on the applicable Borrowing Date and, subject to its receipt of such Loan proceeds, such Co-Agent shall wire transfer such funds to the account specified by Borrower in its Borrowing Request not later than 2:00 p.m. (New York City time) on such Borrowing Date.

(c) While it is the intent of each of the Conduits to fund its respective Loans through the issuance of Commercial Paper, the parties acknowledge that if any Conduit is unable, or determines in its reasonable business judgment that it is undesirable for any reason to issue Commercial Paper to fund or maintain all or any portion of its Loans at a CP Rate, or is unable to repay such Commercial Paper upon the maturity thereof, such Conduit or its related Liquidity Bank will fund such Loan, or a portion thereof, as a Liquidity Funding. The Liquidity Fundings may be Alternate Base Rate Loans or LIBOR Loans, or a combination thereof; provided, however, that each Liquidity Funding shall be an Alternate Base Rate Loan at least for the first two (2) Business Days after it is funded. In addition, the parties acknowledge that Commercial Paper is issued at a discount and at varying discount rates; accordingly, it may not be possible for all CP Rate Loans to be made in amounts precisely equal to the amounts specified in a Borrowing Request. Regardless of whether a Liquidity Funding constitutes an assignment of a Loan or the sale of one or more participations therein or any other obtaining of funding for all or any portion of any Loan, each Liquidity Bank participating in a Liquidity Funding shall have the same rights as its Conduit has hereunder with the same force and effect as if such Liquidity Bank had directly made a Loan to Borrower in the amount of its Liquidity Funding.

(d) Nothing herein shall be deemed to commit any Lender to make CP Rate Loans.

Section 1.3 Interest Rates.

(a) Each CP Rate Loan shall bear interest on the outstanding principal amount thereof from and including the first day of each CP Tranche Period to (and including) the last day of such CP Tranche Period at the applicable CP Rate. On the 5th Business Day immediately preceding each Settlement Date, each Co-Agent shall calculate the amount of CP Costs for its Conduit for the applicable CP Tranche Period and each shall notify Borrower of such amount which shall be payable on such Settlement Date.

(b) Each LIBOR Loan shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at a rate per annum equal to the applicable LIBOR for such LIBOR Loan and such Interest Period; provided that (i) the applicable Co-Agent has received the notice as and when required under Section 2.2(b) and (ii) the applicable Co-Agent determines that (I) the funding of a LIBOR Loan would not violate any applicable law and (II) deposits of a type and maturity appropriate to match-fund such LIBOR Loan are available.

(c) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Loan is made to but excluding the date it is paid at a rate per annum equal to the Alternate Base Rate for such Alternate Base Rate Loan for such day. Changes in the rate of interest on Alternate Base Rate Loans will take effect simultaneously with each change in the Alternate Base Rate.

(d) Notwithstanding anything to the contrary contained in Sections 1.3(a), (b) or (c), upon the occurrence of an Amortization Event, and during the continuance thereof, all Obligations shall bear interest, payable upon demand, at the Default Rate.

(e) Interest shall be payable for the day a Loan is made but not for the day of any payment on the amount paid if payment is received by each Co-Agent prior to 1:00 p.m. (New York City time) at the place of payment. If any payment of principal of or interest on a Loan shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest in connection with such payment.

Section 1.4 Payment Dates; Absence of Notes to Evidence Loans.

(a) Borrower promises to pay the principal of each CP Rate Loan on the last day of its CP Tranche Period.

(b) Borrower promises to pay the principal of each LIBOR Loan on the last day of its Interest Period.

(c) Borrower promises to pay the principal of each Alternate Base Rate Loan on or before the earlier to occur of (i) the Facility Termination Date, and
(ii) the refinancing of such Loan with a CP Rate Loan or a LIBOR Loan.

(d) Borrower promises to pay all accrued and unpaid interest on each Loan for each Settlement Period or CP Tranche Period on its applicable Settlement Date(s).

(e) Each Lender shall maintain (or cause its respective Co-Agent to maintain) in accordance with its usual practice an account or accounts evidencing the indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. Upon request of Borrower, such Lender's Co-Agent or the Administrative Agent, such Lender will confirm the outstanding principal balances of its Loans and the amount of any accrued and unpaid interest thereon. The entries maintained in the accounts maintained pursuant to this Section shall absent manifest error be correct evidence of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of any Lender (or Co-Agent) to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay the Obligations in accordance with their terms.

Section 1.5 Prepayments. Subject, in the case of CP Rate Loans and LIBOR Loans, to the funding indemnification provisions of Section 4.3:

(a) Borrower may from time to time voluntarily prepay, without penalty or premium, all outstanding Advances, or, in a minimum aggregate amount of $2,000,000 (or a larger integral multiple of $1,000,000), any portion of the outstanding Advances by giving prior irrevocable written notice to the Co-Agents (each, a "Prepayment Notice"): (i) given within the Required Notice Period and
(ii) providing for, in the case of LIBOR Loans, such prepayment to occur on the last day of the Interest Period for any Liquidity Bank's LIBOR Loans so prepaid; provided that each such prepayment of principal complying with the provisions of this section or otherwise is accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with all amounts (if any) due under
Section 4.3 and any Broken Funding Costs (if any) due because of such prepayment, and is made between the Conduits in such proportions so that after giving effect thereto, the aggregate outstanding principal balance of the Loans outstanding from each Conduit shall be in proportion to such Conduit's percentage of the aggregate outstanding principal balance of all Advances then outstanding hereunder.

(b) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Old Line Group exceeds the Old Line Allocation Limit, or the aggregate principal amount of the Loans outstanding from the Old Line Group exceeds the Old Line Liquidity Banks' Liquidity Commitments pursuant to the Old Line Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Old Line Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.

(c) If, on any Business Day, the aggregate outstanding principal amount of the Loans from the Victory Group exceeds the Victory Allocation Limit, or the aggregate principal amount of the Loans outstanding from the Victory Group exceeds the Victory Liquidity Banks' aggregate Liquidity Commitments pursuant to the Victory Liquidity Agreement divided by 102%, Borrower shall prepay such Loans by wire transfer to the Victory Agent received not later than 1:00 p.m. (New York City time) on the first Business Day thereafter of an amount sufficient to eliminate such excess, together with accrued and unpaid interest on the amount prepaid.

(d) Upon receipt of any wire transfer pursuant to Section 1.5(a), (b) or (c), the applicable Co-Agent shall wire transfer to each of its Constituent Lenders their respective shares thereof not later than 1:30 p.m. (New York City time) on the date when received. Any prepayment required pursuant to Section 1.5
(b) or (c) shall be applied in such order as each Co-Agent may determine.

Section 1.6 Changes in Aggregate Commitment.

(a) Borrower may reduce the Aggregate Commitment in whole, or ratably between the Groups in part, in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least five (5) Business Days' written notice to the Co-Agents in the form of Exhibit VII-l hereto (each, a "Commitment Reduction Notice"), which notice shall specify the aggregate amount of any such reduction and the Liquidity Banks' respective amounts thereof, provided, however, that (a) the amount of the Aggregate Commitment may not be reduced below the Aggregate Principal unless accompanied by a prepayment pursuant to
Section 1.5 in the amount necessary to ensure that the Aggregate Principal does not exceed the Aggregate Commitment, and (b) the amount of the Aggregate Commitment may not be reduced below $100,000,000 unless the Aggregate

Commitment is terminated in full. All accrued and unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date of any termination of the Aggregate Commitment. Each Commitment Reduction Notice shall be irrevocable once delivered to the Co-Agents.

(b) At any time prior to the Facility Termination Date, Borrower may request an increase in the Aggregate Commitment ratably between the Groups (except as provided in the last sentence of this Section 1.6 (b)), in a minimum amount of $10,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days' written notice to the Co-Agents in the form of Exhibit VII-2 hereto (each, a "Commitment Increase Request"), which request shall specify the aggregate amount of any such increase and the Liquidity Banks' proposed respective amounts thereof. On or within fifteen (15) Business Days after its receipt of a Commitment Increase Request, each of the Co-Agents shall notify Borrower in writing in the form of Exhibit VII-3 hereto (each, a "Commitment Increase Response") as to whether the Liquidity Banks in its Group, in their sole and absolute discretion, will agree to such Group's requested increase in whole or in part. Failure by any Co-Agent to issue a Commitment Increase Response within such fifteen (15) Business Day period shall be deemed to constitute a denial by such Co-Agent's Group. If any of the Co-Agents issues a Commitment Increase Response that is affirmative, in whole or in part, the agreed portion of the increase requested from its Group will become effective on the fifteenth (15th) Business Day after the date of the applicable Commitment Increase Request. If any of the Co-Agents issues a Commitment Increase Response that is negative, in whole or in part, or fails to issue a timely Commitment Increase Response, Borrower may request each other Co-Agent's Group to agree to the declined portion of such increase by issuing another Commitment Increase Request pursuant to this Section 1.6 (b).

Section 1.7 Distribution of Certain Notices; Notification of Interest Rates. Promptly after receipt thereof, each Co-Agent will notify its Constituent Lenders of the contents of each Monthly Report, Borrowing Request, Commitment Reduction Notice, Prepayment Notice, or notice of default received by it from Borrower or the Servicer hereunder. In addition, each of the Co-Agents shall promptly notify its Constituent Lenders and Borrower of each determination of and change in Interest Rates and of any decision by the Liquidity Banks in its Group not to extend their Liquidity Termination Date.

Section 1.8 Extension of the Scheduled Termination Date.

(a) Provided that no Unmatured Amortization Event or Amortization Event exists and is continuing, the Borrower may request one or more Liquidity Bank(s) to extend its Scheduled Termination Date by submitting a request for an extension (each, an "Extension Request") to the Co-Agents no more than 90 days prior to each such Liquidity Bank's respective Scheduled Termination Date then in effect. Each Extension Request must specify the new Scheduled Termination Date requested by the Borrower for such Liquidity Bank(s) and the date (which must be at least 30 days after the Extension Request is delivered to the Co-Agents) as of which the Co-Agents and the applicable Liquidity Bank(s) must respond to the Extension Request (the "Response Date"). The new Scheduled Termination Date for each applicable Liquidity Bank shall be no more than 364 days after the applicable Response Date, including such Response Date as one of the days in the calculation of the days elapsed.

(b) Promptly upon receipt of an Extension Request, each Co-Agent shall notify its Constituent Lenders of the contents thereof and shall request each applicable Liquidity Bank to approve such Extension Request. Each applicable Liquidity Bank approving such Extension Request shall deliver its written approval to its Co-Agent no later than the Response Date, whereupon such Co-Agent shall notify the other Co-Agent(s) and the Borrower within one Business Day thereafter as to which (if any) of such Co-Agent's applicable Constituent Liquidity Banks have approved such Extension Request.

(c) If any applicable Liquidity Bank does not approve the Extension Request (each such non-approving Liquidity Bank, a "Non-Approving Lender") its Co-Agent shall promptly notify its Conduit, the other Co-Agent(s) and the Borrower of such fact, and the Borrower shall have the right to (i) require such Non-Approving Lender to assign all, but not less than all, of its Commitment and outstanding Obligations by entering into written assignments with one or more Eligible Assignees not later than the 5th Business Day prior to such Non-Approving Lender's existing Scheduled Termination Date, or (ii) to pay in full of all Obligations (if any) owing to such Non-Approving Lender and terminate its Commitment no later than such Non-Approving Lender's existing Scheduled Termination Date. Each assignment pursuant to clause (i) above to an Eligible Assignee (which may include a Constituent of another Co-Agent) shall become effective on the existing Scheduled Termination Date and, subject to receipt of payment in full on such existing Scheduled Termination Date for all Obligations, if any, owing to such Non-Approving Lender, such Non-Approving Lender shall make each such requested assignment; provided that any expenses or other amounts which would be owing to such Non-Approving Lender pursuant to any indemnification provision hereof shall be payable by the Borrower as if the Borrower had prepaid the Loans of the assigning Lenders rather than such assigning Lenders having assigned their respective interests hereunder. If no assignment of a Non-Approving Lender's Commitment to an Eligible Assignee is executed by the 5th Business Day prior to its existing Scheduled Termination Date, the Scheduled Termination Date for all Lenders shall remain unchanged. If all applicable Liquidity Banks approve an Extension Request by the Response Date, the Scheduled Termination Date specified in such Extension Request shall become effective on such Response Date as to the approving Liquidity Banks, and each of the Co-Agents shall promptly notify the Borrower and the other Co-Agent(s) of the applicable Liquidity Banks' new Scheduled Termination Date.

Section 1.9 Eligible Originators. A list of Eligible Originators as of the Initial Closing Date is attached hereto as Exhibit X. After the Initial Closing Date, BSX may request that additional Eligible Originators be designated by submitting a written request to the Co-Agents. If the Co-Agents, in their sole discretion, approve any such request in writing within 30 days after receiving such request, Exhibit X will be automatically deemed amended to add the name of such newly approved Eligible Originator. If the Co-Agents have not approved such request in writing within thirty (30) days (or if any Co-Agent notifies BSX and the other Co-Agent that such request is not approved), such request shall be considered to have been denied.

ARTICLE II
BORROWING AND PAYMENT MECHANICS; CERTAIN COMPUTATIONS

Section 2.1 Request a Borrowing. Borrower (or the Servicer, on Borrower's behalf) shall give the Co-Agents irrevocable notice in the form of Exhibit II hereto (each, a "Borrowing

Request") not later than 1:00 p.m. (New York City time) at least two (2) Business Days before the Borrowing Date of each Advance. On each Borrowing Date, each applicable Lender shall make available its Loan or Loans in accordance with
Section 1.2(b). Unless each of the Co-Agents in its sole discretion shall otherwise agree, not more than one (1) Borrowing Date shall occur in any calendar week.

Section 2.2 CP Tranche Periods and Interest Periods.

(a) Unless a Co-Agent shall have received written notice by 1:00 p.m. (New York City time) on the second (2nd) Business Day prior to the last day of a CP Tranche Period that Borrower intends to reduce the aggregate principal amount of the CP Rate Loans outstanding, such Co-Agent and its related Conduit shall be entitled to assume that Borrower desires to refinance the principal and interest of each maturing CP Rate Loan on the last day of its CP Tranche Period with new CP Rate Loans; provided, however, that Borrower shall remain liable to pay in cash any portion of the principal or interest on the maturing CP Rate Loan when due to the extent that the applicable Conduit cannot issue Commercial Paper or avail itself of a Liquidity Funding, in either case, in the precise amount necessary to refinance the maturing CP Rate Loan and the accrued and unpaid interest thereon.

(b) Unless a Co-Agent shall have received written notice by 1:00 p.m. (New York City time) on the second (2nd) Business Day prior to the last day of an Interest Period with respect to a LIBOR Loan that Borrower intends to reduce the aggregate principal amount of LIBOR Loans outstanding, such Co-Agent and its related Liquidity Banks shall be entitled to assume that Borrower desires to refinance its maturing LIBOR Loans on the last day of such Interest Period with Alternate Base Rate Loans.

Section 2.3 Computation of Concentration Limits and Outstanding Balance. The Obligor Concentration Limits and the aggregate Outstanding Balance of Receivables of each Obligor and its Affiliates who are Obligors (if any) shall be calculated as if each such Obligor and its Affiliates who are Obligors were one Obligor.

Section 2.4 Maximum Interest Rate. No provision of this Agreement shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law (the "Maximum Rate"). If at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the "Charges"), shall exceed the Maximum Rate which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 2.5 Payments and Computations, Etc.

(a) Payments. All amounts to be paid or deposited by Borrower or the Servicer (on Borrower's behalf) to any of the Agents or Lenders (other than amounts payable under Section 4.2) shall be paid by wire transfer of immediately available funds received not later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States of America to the applicable Co-Agent at its address specified below its signature hereto, and, to the extent such payment is for the account of any Lender, the applicable Co-Agent shall promptly disburse such funds to the appropriate Lender(s) in its Group.

(b) Late Payments. Upon demand, Borrower or the Servicer (on Borrower's behalf), as applicable, shall pay to the applicable Co-Agent for the account of each Person in its Group to whom payment of any Obligation is due, interest on all amounts not paid or deposited by 1:00 p.m. (New York City time) on the date when due (without taking into account any applicable grace period) at the Default Rate.

(c) Method of Computation. All computations of interest at the Alternate Base Rate or the Default Rate shall be made on the basis of a year of
365 (or, when appropriate, 366) days for the actual number of days (including the first day but excluding the last day) elapsed. All other computations of interest, and all computations of Servicing Fee, any per annum fees payable under Section 4.1 and any other per annum fees payable by Borrower to the Lenders, the Servicer or any of the Agents under the Transaction Documents shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.

(d) Avoidance or Rescission of Payments. No payment of any Obligation shall be considered to have been paid if at any time such payment is rescinded or must be returned for any reason.

Section 2.6 Non-Receipt of Funds by the Co Agents. Unless a Lender notifies its Co-Agent prior to the date and time on which it is scheduled to fund a Loan that it does not intend to fund, such Co-Agent may assume that such funding will be made and may, but shall not be obligated to, make the amount of such Loan available to the intended recipient in reliance upon such assumption. If such Lender has not in fact funded its Loan proceeds to the applicable Co-Agent, the recipient of such payment shall, on demand by such Co-Agent, repay to such Co-Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by such Co-Agent until the date such Co-Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day.

ARTICLE III
SETTLEMENTS

Section 3.1 Monthly Reporting. Not later than the Monthly Reporting Date in each calendar month hereafter, the Servicer shall deliver to each of the Co-Agents, a Monthly Report accompanied by an electronic file in a form reasonably satisfactory to each of the Co-Agents. At or before 1:00 p.m. (New York City time) on the fifth Business Day immediately preceding each Settlement Date, each of the Co-Agents shall notify Borrower and the Servicer of (i) the aggregate principal balance of all Loans that are then outstanding from its Constituents, and (ii)

the aggregate amount of all principal, interest and fees that will be due and payable by Borrower to such Co-Agent for the account of such Co-Agent or its Constituents on such Settlement Date.

Section 3.2 Turnover of Collections. Without limiting any Agent's or Lender's recourse to Borrower for payment of any and all Obligations:

(a) If any Monthly Report reveals that a mandatory prepayment is required under Section 1.5(b) or (c), not later than the 1:00 p.m. (New York City time) on the next succeeding Settlement Date, the Servicer shall turn over to each applicable Co-Agent, for distribution to its Constituents, a portion of the Collections received as of the Monthly Reporting Date on which such Monthly Report was due and not previously so distributed equal to the amount of such required mandatory prepayment;

(b) If, on any Settlement Date, any Loans are to be voluntarily prepaid in accordance with Section 1.5(a), or if the aggregate principal amount of the Advances outstanding is to be reduced, the Servicer shall turn over to each of the Co-Agents, for distribution to its Constituents, a portion of the Collections equal to the Groups' respective Percentages of the aggregate amount of such voluntary prepayment or reduction and any other amounts required to be paid in connection with such voluntary prepayment or reduction; and

(c) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise) and, in the case of principal, has not been reborrowed pursuant to Section 1.1, the Servicer shall turn over to each of the Co-Agents, for distribution to their respective Constituents, the Groups' respective Percentages of a portion of the Collections equal to the aggregate amount of all other Obligations that are due and owing on such date. If the Collections and proceeds of new Loans are insufficient to make all payments required under clauses (a), (b) and (c) and to pay the Servicing Fees and, if applicable, all expenses due and owing to any replacement Servicer under Section 8.1 (all of the foregoing, collectively, the "Required Amounts") and Borrower has made any Demand Advances, Borrower shall make demand upon BSX for payment of the Demand Advances in an amount equal to the lesser of the Required Amounts or the aggregate outstanding principal balance of such Demand Advances (plus any accrued and unpaid interest thereon) and, upon receipt of any such amounts, Borrower shall pay them to each of the Co-Agents, ratably in accordance with their respective Groups' Percentages, for distribution in accordance with this Section 3.2.

(d) If the aggregate amount of Collections and payments on Demand Advances received by the Co-Agents on any Settlement Date are insufficient to pay all Required Amounts, the aggregate amount received shall be applied to the items specified in the subclauses below, in the order of priority of such subclauses:

(i) to any accrued and unpaid interest on the Loans that is then due and owing, including any previously accrued interest which was not paid on its applicable due date;

(ii) if the Servicer is not Borrower or an Affiliate thereof, to any accrued and unpaid Servicing Fee that is then due and owing to such Servicer, together with any invoiced expenses of the Servicer due and owing pursuant to Section 10.3;

(iii) to the fees due on such Settlement Date pursuant to the Amended Fee Letters, plus any fees previously accrued thereunder not paid on a prior Settlement Date;

(iv) to the payment of the principal of any Loans that are then due and owing;

(v) to other Obligations that are then due and owing; and

(vi) if the Servicer is Borrower, BSX or one of their respective Affiliates, to the accrued and unpaid Servicing Fee that is then due and owing to such Servicer.

(e) In addition to, but without duplication of, the foregoing, on (i) each Settlement Date and (ii) each other date on which any principal of or interest on any of the Loans becomes due (whether by acceleration or otherwise), the Servicer shall turn over to each of the Co-Agents, for distribution to the Lenders, a portion of the Collections equal to the aggregate amount of all Obligations that are due and owing to their respective Group on such date.

Section 3.3 Non-Distribution of Servicing Fee. Each of the Agents and the other Secured Parties hereby agrees that prior to the occurrence of an Unmatured Amortization Event or an Amortization Event, the Servicer may retain a portion of the Collections equal to the Servicing Fee so long as the Collections received by the Servicer are sufficient to pay in full all amounts due pursuant to Section 3.2(d).

Section 3.4 Deemed Collections. If on any Settlement Date:

(a) the aggregate Outstanding Balance of the Receivables as reflected in the most recent Monthly Report (net of any positive adjustments) has been reduced or cancelled for any of the following reasons:

(i) as a result of any rejected, defective or returned services or merchandise, any cash discount or any other adjustment by the Borrower, the applicable Originator or any Affiliate thereof (regardless of whether the same is treated by such Originator or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or

(ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the Borrower, the applicable Originator or any Affiliate thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii) on account of the obligation of the Borrower, the applicable Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than such Receivable becoming a Defaulted Receivable), or

(b) any of the representations or warranties of the Borrower set forth in Section 6.1(n), (o) or (r) was not true when made with respect to any Receivable, or any of the representations or warranties of the Borrower set forth in Section 6.1(m) is no longer true with respect to any Receivable,

then, in such event, the Borrower shall be deemed to have received during the preceding Calculation Period a Collection in an amount equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv) or the difference between the actual Outstanding Balance and the amount included in respect of such Receivable in calculating the Net Pool Balance, as applicable, and (B) in the full amount of the Outstanding Balance of such Receivable in the case of the preceding clause (b).

Section 3.5 Treatment of Collections and Deemed Collections. Borrower shall forthwith deliver to Servicer all Deemed Collections, and Servicer shall hold or distribute such Deemed Collections in the same manner as all other Collections are required to be held or distributed hereunder.

ARTICLE IV
FEES AND YIELD PROTECTION

Section 4.1 Fees. BSX or Borrower, as applicable, shall pay to each of the Agents and the Lenders certain fees from time to time in amounts and payable on such dates as are set forth in the Amended Fee Letters.

Section 4.2 Yield Protection.

(a) If any Regulatory Change occurring after the date hereof:

(i) shall subject an Affected Party to any Tax (other than Excluded Taxes), duty or other charge with respect to its obligations hereunder or under any Funding Agreement or Enhancement Agreement, as applicable, its Commitment or its Liquidity Commitment, or shall change the basis of taxation of payments to the Affected Party of any Obligations, owed to or funded or maintained in whole or in part by it or any other amounts due under this Agreement in respect of its Obligations or, as applicable, its Commitment or its Liquidity Commitment; or

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party pursuant to this Agreement, a Funding Agreement or an Enhancement Agreement, as applicable; or

(iii) shall affect the amount of capital required or expected to be maintained by any Affected Party; or

(iv) shall impose any other condition affecting any obligation owned, funded or maintained in whole or in part by any Affected Party, or its rights or obligations, if any, to make Loans or Liquidity Fundings or to provide (or participate in) the funding or maintenance thereof; or

(v) shall change the rate for, or the manner in which the Federal Deposit Insurance Corporation (or a successor thereto) assesses deposit insurance premiums or similar charges;

and the result of any of the foregoing is or would be:

(x) to increase the cost to or to impose a cost on (I) an Affected Party funding or making or maintaining (or providing or agreeing to provide funding for) any Loan, any Liquidity Funding or loans or other extensions of credit under any Funding Agreement or Enhancement Agreement or any commitment of such Affected Party with respect to any of the foregoing, or
(II) any of the Agents for continuing its or Borrower's relationship with any Affected Party, in each case, in an amount deemed to be material by such Affected Party,

(y) to reduce the amount of any sum received or receivable by an Affected Party under this Agreement or under any Liquidity Agreement or Enhancement Agreement, or

(z) to reduce the rate of return on such Affected Party's capital as a consequence of its Obligations, its Commitment, its Liquidity Commitment, its obligations under any Enhancement Agreement or the Loans made by it or otherwise arising in connection herewith (or therewith) to a level below that which such Affected Party could have achieved but for the occurrence of such circumstances,

then, within fifteen days after demand by such Affected Party (which demand shall be accompanied by a certificate setting forth the basis of such demand), Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such actual additional cost, increased cost or reduction.

(b) Each Affected Party will promptly notify Borrower, the Administrative Agent and the applicable Co-Agent of any event of which it has knowledge which will entitle such Affected Party to compensation pursuant to this Section 4.2; provided, however, no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation.

(c) In determining any amount provided for or referred to in this
Section 4.2, an Affected Party may use any reasonable averaging and attribution methods that it (in its sole discretion) shall deem applicable. Any Affected Party when making a claim under this Section 4.2 shall submit to Borrower the above-referenced certificate as to such actual increased cost or

actual reduced return (including calculation thereof in reasonable detail), which shall, in the absence of manifest error, be conclusive and binding upon Borrower.

Section 4.3 Funding Losses. In the event that any Affected Party shall incur any loss or expense, including without limitation, any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party, then, upon written notice from the applicable Co-Agent to the Administrative Agent, Borrower and the Servicer, Borrower shall pay to the Servicer, and the Servicer shall pay to the applicable Co-Agent for the account of such Affected Parties upon demand, the amount of such loss or expense (which shall include without limitation all Broken Funding Costs). Such written notice (which shall include the methodology for calculating, and the calculation of, the amount of such actual loss or expense, in reasonable detail) shall, in the absence of manifest error, be conclusive and binding upon Borrower and the Servicer.

ARTICLE V
CONDITIONS OF ADVANCES

Section 5.1 Conditions Precedent to Initial Advance. The initial Advance under this Agreement was subject to the condition precedent that the Administrative Agent shall have received on or before the date of such Advance those documents listed on Schedule B to this Agreement.

Section 5.2 Conditions Precedent to All Advances. Each Advance (including the initial Advance) and each rollover or continuation of any Advance shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Agents on or prior to the date thereof, in form and substance satisfactory to the Agents, all Monthly Reports and other information as and when due under Section 8.5; (b) the Facility Termination Date shall not have occurred; (c) the Agents shall have received such other approvals, opinions or documents as any Agent may reasonably request; and (d) on the date thereof, the following statements shall be true (and acceptance of the proceeds of such Advance shall be deemed a representation and warranty by Borrower that such statements are then true):

(i) the representations and warranties set forth in Section 6.1 and Article II of the Receivables Sale Agreement are true and correct in all material respects on and as of the date of such Advance (or such Settlement Date, as the case may be, except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date) as though made on and as of such date and shall be deemed to have been made on such date; provided, however, that the preceding materiality standard shall not apply to those representations and warranties which themselves contain materiality standards; and provided, further, that so long as each of the Liquidity Banks remains a party to the BSX Credit Agreement, in no event will any Loan Party be required to "date-down" its representation in Section 6.1(b) or 6.1(g);

(ii) no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Advance (or the continuation thereof), that would constitute an Unmatured Amortization Event;

(iii) after giving effect to such Advance (or the continuation thereof), the Aggregate Principal will not exceed the Aggregate Commitment; and

(iv) after giving affect to the Loans made by each Group included in such Advance (or the continuation thereof), the aggregate principal of such Loans will not exceed the Allocation Limit of such Group.

Section 5.3 Conditions Precedent to Effectiveness. This Amended and Restated Credit and Security Agreement shall become effective at such time as the Agents shall have received the documents listed on Schedule C to this Agreement.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants to the Agents and the Lenders, as to itself in any capacity, as of the date hereof, as of the date of each Advance and as of each Settlement Date as follows; provided, however, that so long as each of the Liquidity Banks remains a party to the BSX Credit Agreement, in no event will any Loan Party be required to "date-down" its representation in Section 6.1(b) or 6.1(g):

(a) Financial Condition. The consolidated balance sheet of BSX and its consolidated Subsidiaries as at December 31, 2006 and December 31, 2005 and the related consolidated statements of operations and of cash flows for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to Borrower and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at September 30, 2007 or, if later and prior to the date of this Agreement, the date of BSX's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BXS, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither BSX nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material

Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

(b) No Change. Since the date of the most recent financial statements filed with BSX's Form 10-Q or Form 10-K (or the equivalent thereof) under the Securities Exchange Act of 1934, as amended, in the case of BSX, and since the date of formation in the case of Borrower, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect.

(c) Ownership of Borrower and Originators. BSX owns, directly or indirectly, all the issued and outstanding Equity Interests of (i) the Borrower and (ii) each of the other Originators (if any), and all of such Equity Interests are fully paid and non-assessable.

(d) Corporate Existence; Compliance with Law. Each Loan Party and its Subsidiaries, if any, (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a), (c) and (d) to be true and correct could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the corporate or other power and authority, and the legal right, to make, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated and has taken all necessary corporate or limited liability company action to authorize the consummation of the transactions herein and therein contemplated and to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. Except for filings with respect to the disclosure of the Transaction Documents pursuant to the Securities Exchange Act of 1934, as amended (all of which filings shall be made at or prior to the time required under applicable law), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to such Loan Party or any of its Subsidiaries in connection with the transactions hereunder or with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Loan Party is a party. This Agreement and each other Transaction Document to which such Loan Party is, or is to become, a party has been or will be, as applicable, duly executed and delivered on behalf of such Loan Party. This Agreement and each other Transaction Document to which such Loan Party is, or is to become, a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of such Loan Party enforceable against such Loan Party in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general

equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(f) No Legal Bar. The execution, delivery and performance of the Transaction Documents and transactions contemplated hereunder will not violate any Requirement of Law or Contractual Obligation of such Loan Party or of any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien (except for any Lien permitted by, or created pursuant to, any of the Transaction Documents) on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation which could reasonably be expected to have a Material Adverse Effect.

(g) No Material Litigation. Except as disclosed in BSX's most recent publicly available Form 10-K or, if later, the date of BSX's most recent publicly available Form 10-Q, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Loan Party, threatened by or against such Loan Party or any of its Subsidiaries or against any of its or its respective properties or revenues (a) with respect to any of the Transaction Documents or any of the transactions contemplated hereby, or (b) which could reasonably be expected to have a Material Adverse Effect.

(h) No Default. Neither Servicer nor any of its Subsidiaries (other than Borrower) is in default under or with respect to any of its Contractual Obligations in excess of $100,000,000. Borrower is not in default under or with respect to any of its Contractual Obligations in any respect which could reasonably be expected to have a Material Adverse Effect. No Unmatured Amortization Event or Amortization Event has occurred and is continuing.

(i) Taxes. Each of such Loan Party and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Loan Party, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Loan Party or its Subsidiaries, as the case may be), except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(j) Use of Proceeds. The use of all funds obtained by the Borrower under this Agreement or any other Transaction Document to which it is a party will not (i) violate Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect, (ii) violate
Section 7.2(e) of this Agreement or (iii) be to acquire any security which is subject to Section 12, 13 or 14 of the Exchange Act.

(k) Investment Company Act; Other Regulations. Such Loan Party is not an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. Such Loan Party is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

(l) Accuracy of Information.

(i) Monthly Reports. Each Monthly Report delivered pursuant to this Agreement was true and accurate in every material respect on the date specified in such report and did not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(ii) Pre-Closing Collateral Information. All information regarding the Collateral or any Loan Party furnished by any Loan Party or any of its Affiliates to any of the Agents or Lenders prior to the date of this Agreement was true and accurate in every material respect on the date such information was so furnished except as otherwise disclosed to the Agents and the Lenders prior to the date hereof and, when taken as a whole together with such subsequent disclosures, did not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(iii) Ongoing Collateral Information. All other information regarding the Collateral not covered by clauses (i) and (ii) above which is hereafter furnished by any Loan Party to any of the Agents or Lenders will be true and accurate in every material respect on the date such information is so furnished and, when taken as a whole, will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading as of the date when so furnished.

(iv) Other Information. All other information regarding any Loan Party, its business, operations, financial condition or prospects furnished by any Loan Party to any of the Agents or Lenders in connection with the Transaction Documents after the date of this Agreement that is not covered by clauses (i), (ii) or (iii) above, will be true and accurate in every material respect on the date such information is so furnished and, when taken as a whole together with any subsequent updates to such information, will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading as of the date when furnished or updated.

(m) Valid and Perfected Security Interest. The Borrower has a perfected ownership interest in each Receivable, and each Receivable is owned by the Borrower free and clear of any Lien except as created hereby or by the other Transaction Documents. Without limiting the foregoing, Borrower has delivered to the Administrative Agent in form suitable for filing all financing statements or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Administrative Agent's security interest in the Receivables and Related Security. This Agreement creates a valid security interest in each such Receivable and its Related Security in favor of the Administrative Agent, and, upon filing of the financing statements described in the preceding sentence, together with UCC termination statements delivered as a condition precedent to the initial Advance hereunder, such security interest will be a first priority perfected security interest.

(n) Nature of Receivables. Each Receivable constitutes an "Account" and is not a "Health-care-insurance receivable," in each case, as defined in the UCC in effect in the State of New York.

(o) Title to Receivables and Quality of Title. No financing statement or other instrument similar in effect creating any Lien on any portion of the Collateral is on file in any recording office except such as may be filed (i) in favor of an Originator in accordance with the Contracts, (ii) in favor of the Borrower and its assigns in connection with the Receivables Sale Agreement,
(iii) in favor of the Administrative Agent in accordance with this Agreement,
(iv) in connection with any Lien arising solely as the result of any action taken by the Administrative Agent or one of the Secured Parties, or (v) which shall be terminated or amended pursuant to the UCC termination statements or amendments delivered as a condition precedent to this Agreement.

(p) Offices. The chief executive office of such Loan Party is located at the address set forth for it on Exhibit III hereto, and the offices where such Loan Party keep all books, records and documents evidencing the Receivables (other than books, records and documents that are stored off-site with respect to Receivables which are no longer outstanding or which have been written-off), the related material Contracts and all purchase orders and other agreements related to such Receivables are located at the addresses specified in Exhibit III hereto or its Joinder Agreement (or at such other locations, notified to the Administrative Agent in accordance with Section 7.2(a), in jurisdictions where all action required by Section 6.1(m) has been taken and completed). Such Loan Party's jurisdiction of organization and organizational identification number are also correctly set forth on Exhibit III hereto. As of the date hereof, each Loan Party is a "registered organization" (within the meaning of Section 9-102 of the UCC as in effect in its jurisdiction of organization). Since the date of this Agreement, no Loan Party has changed its jurisdiction of organization.

(q) Collection Accounts. The conditions and requirements set forth in Sections 7.1(h) and 7.1(m) have at all times been satisfied and duly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts of Borrower at each Collection Bank and the post office box number of each Lockbox, are listed on Exhibit IV. Borrower has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control of any Lockbox or Collection Account, or the right to take dominion and control of any such Lockbox or Collection Account at a future time or upon the occurrence of a future event.

(r) Eligible Receivables. Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Monthly Report or Borrowing Base calculation was an Eligible Receivable on such date.

(s) Names. Except as set forth in Exhibit III hereto, since its formation, Borrower has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement.

(t) Credit and Collection Policy. Such Loan Party has complied in all material respects with the applicable Credit and Collection Policy, and no change has been made

to such Credit and Collection Policy since the date of this Agreement which would be reasonably likely to materially and adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables except for such changes as to which each of the Agents has received not less than 30 days' prior written notice of the proposed change and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed).

(u) Payments to Originators. With respect to each Receivable sold or contributed to the Borrower under the Receivables Sale Agreement, the Borrower has given reasonably equivalent value to the applicable Originator in consideration for such Receivable and the Related Security with respect thereto and no such transfer is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. S.S.101 et seq.), as amended.

(v) Reliance on Separate Legal Identity. Such Loan Party is aware that the Lenders, the Liquidity Banks and the Agents are entering into the Transaction Documents in reliance upon the Borrower's identity as a legal entity separate from such Loan Party and any of its other Affiliates.

(w) Compliance with Law. (i) Such Loan Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it is subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect; and (ii) each Receivable, together with any Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), except where such contravention could not reasonably be expected to have a Material Adverse Effect.

(x) Aggregate Commitment. Immediately after giving effect to each Advance and each settlement on any Settlement Date hereunder, the Aggregate Principal is less than or equal to the Aggregate Commitment.

(y) Accounting. The manner in which such Loan Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement is consistent with and will not result in the transfer from the Originators to the Borrower under the Receivables Sale Agreement to be or be characterized as anything other than a true sale under law and for accounting purposes.

(z) Receivables Sale Agreement. Each Originator's representations and warranties contained in the Receivables Sale Agreement is true and correct in all material respects and is made to the Lenders, the Agents and the other parties hereto as if set forth herein in full together with the related definitions.

(aa) Servicing Programs. No license or approval is required for any Agent's use of any software or other similar program used by any Originator or Servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.

ARTICLE VII
COVENANTS

Section 7.1 Affirmative Covenants of the Loan Parties. Until the Final Payout date, each Loan Party hereby covenants, as to itself in any capacity, as set forth below:

(a) Financial Reporting. Such Loan Party will maintain, for itself and each of its domestic Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Co-Agents:

(i) BSX Financial Statements. Each of the financial statements of BSX and its consolidated Subsidiaries described in Section 4.2(a) of the Receivables Sale Agreement on the dates specified therein.

(ii) Borrower's Financial Statements. Together with each of the financial statements described in Section 7.1(a)(i), analogous unaudited financial statements for the Borrower on a stand-alone basis prepared in accordance with GAAP.

(iii) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by such Loan Party's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv) SEC and Stockholder Reports. Within ten days after the same are sent, copies of all financial statements and reports which BSX sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which BSX may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority, and promptly after the same are issued, copies of all press releases issued by BSX.

(v) ERISA. Within ten days of the occurrence of a Reportable Event or an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) a detailed description of such Reportable Event or "accumulated funding deficiency".

(vi) Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other material communication under or in connection with any Transaction Document from any Person other than one of the Agents or Lenders, copies of the same.

(vii) Change in Credit and Collection Policy. At least thirty
(30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Administrative Agent's consent thereto.

(viii) Other Information. Promptly, from time to time, (A) such other information, documents, records or data relating to the Receivables or (B) such other information, documents, records or data relating to the condition or operations, financial or otherwise, of such Loan Party each as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Agents and the Lenders under or as contemplated by this Agreement.

(b) Notices. Such Loan Party will notify the Administrative Agent in writing by a statement of an Authorized Officer of any of the following as soon as possible upon learning of the occurrence thereof with respect to such Loan Party, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Amortization Events or Unmatured Amortization Events. As soon as possible, but in any event with one Business Day after such Loan Party receives knowledge thereof, the occurrence of each Amortization Event and each Unmatured Amortization Event.

(ii) Proceedings. As soon as possible and in any event within ten Business Days after any Authorized Officer of any Loan Party obtains knowledge thereof, notice of (A) any litigation, investigation or proceeding which may exist at any time which would reasonably be expected to have a Material Adverse Effect and (B) the entry of any adverse judgment in or other development in previously disclosed litigation which would reasonably be expected to have a Material Adverse Effect.

(iii) Material Adverse Effect. The occurrence of any other event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv) Sale Termination Date. The occurrence of the "Sale Termination Date" under and as defined in the Receivables Sale Agreement.

(v) Defaults Under Other Agreements. (A) The occurrence of a material default or an amortization event under any other financing arrangement pursuant to which BSX is a debtor or an obligor or (B) the occurrence of a default or an amortization event under any other financing arrangement pursuant to which the Borrower is a debtor or an obligor and such financing arrangement is in excess of $10,750.

(c) Conduct of Business and Maintenance of Existence. Such Loan Party will (i) (x) in the case of BSX, continue to engage in business of the same general type as conducted by it on the date hereof and (y) in the case of the Borrower, continue to engage in business of the same general type as conducted by it on the date of the Original Agreement, (ii) preserve, renew and keep in full force and effect its corporate or other existence and (except as could not in the aggregate be reasonably expected to have a Material Adverse Effect),
(iii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business (except as could not be reasonably expected to have a Material Adverse Effect) and (iv) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, be reasonably expected to have a Material Adverse Effect.

(d) Audits. Such Loan Party will, subject to compliance with Contractual Obligations and Requirements of Law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an or Amortization Event has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Loan Party, and (B) to visit the offices and properties of such Loan Party for the purpose of examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Loan Party's performance hereunder with any of the officers or employees of such Loan Party having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Loan Party, permit certified public accountants or auditors acceptable to the Agents to conduct a review of the Contracts, Invoices and Records (each, a "Review"); provided, however, that, so long as no Amortization Event has occurred and is continuing, the Loan Parties shall only be responsible for the costs and expenses of one (1) such Review under this Section in any one calendar year unless (1) the first such Review in such calendar year resulted in negative findings (in which case the Loan Parties shall be responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Borrower delivers an Extension Request and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if the Borrower requests the approval of a new Eligible Originator who is a Material Proposed Addition, the Loan Parties shall be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition in the calendar year in which such Material Proposed Addition is expected to occur if such additional Review is requested by any of the Agents.

(e) Keeping of Records and Books of Account. Such Loan Party will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate essential Records evidencing the Receivables in the event of the destruction of the originals thereof and backing up such Records on at least a daily basis on a separate computer from which electronic file copies can be readily produced), and keep and maintain, all Contracts, Records and other information necessary or reasonably advisable for the collection of all such Receivables (including, without limitation, Records adequate to permit the identification as of any Business Day when required of Outstanding Balances by Obligor and related debit and credit details of the Receivables).

(f) Location of Records. Such Loan Party will keep its Records and material Contracts (and, to the extent that any of the foregoing constitute instruments, chattel paper or negotiable documents, all originals thereof), at its addresses referred to in Exhibit III hereto, or, upon 30 days' prior written notice to the Agents, at such other locations in jurisdictions where all action required by Section 6.1(m) shall have been taken and completed.

(g) Credit and Collection Policies. Such Loan Party will comply in all material respects with the Credit and Collection Policy in regard to the Receivables and will require each applicable Originator to timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the related Contracts and Invoices.

(h) Collections. Such Loan Party will instruct all Obligors thereon to pay all Collections either directly by mail addressed to a Lockbox listed on Exhibit IV hereto which is subject to a Collection Account Agreement, or by wire transfer or other electronic funds transfer directly to a Collection Account listed on Exhibit IV hereto which is subject to a Collection Account Agreement.

(i) Further Assurances. Such Loan Party shall take all necessary action to establish and maintain in favor of the Buyer, a valid and perfected ownership interest in the Receivables and Related Security.

(j) Performance and Enforcement of the Receivables Sale Agreement. Borrower will, and will require each Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to Borrower under the Receivables Sale Agreement. Borrower will take all actions necessary to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent and the Lenders as assignees of Borrower) under the Receivables Sale Agreement as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.

(k) Ownership. Borrower will (or will require each Originator to) take all necessary action to (i) vest legal and equitable title to the Collateral acquired by Borrower under the Receivables Sale Agreement irrevocably in Borrower, free and clear of any Adverse Claims (other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Secured Parties) including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower's interest in such Collateral and such other necessary action to perfect, protect or more fully evidence the interest of Borrower therein as the Administrative Agent may reasonably request, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority perfected security interest in all Collateral, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent's (for the benefit of the Secured Parties) security interest in the Collateral and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Secured Parties as the Administrative Agent may reasonably request.

(l) Separate Existence of the Borrower. Each Loan Party hereby acknowledges that Lenders and the Agents are entering into the transactions contemplated hereby in reliance upon the Borrower's identity as a legal entity separate from the Servicer and its other Affiliates. Therefore, each Loan Party shall take all steps specifically required by this Agreement or reasonably required by any of the Agents to continue the Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct from those of its Affiliates, and is not a division of BSX or any other Person (including complying with and causing to be true and correct each of the facts and

assumptions contained in the legal opinion of Shearman & Sterling). Without limiting the foregoing, each Loan Party will take such actions as shall be required in order that:

(i) The Borrower will be a limited purpose limited liability company whose primary activities are restricted in its limited liability company agreement to purchasing or otherwise acquiring from any of the Originators, owning, holding, granting security interests in the Collateral, entering into agreements for the financing and servicing of the Receivables, and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

(ii) The Borrower's independent manager (the "Independent Manager") shall be an individual who is not, and never has been, a direct, indirect or beneficial stockholder, member, officer, director, employee, affiliate, associate, material supplier or material customer of BSX or any of its Affiliates (other than an Affiliate organized with a limited purpose charter for the purpose of acquiring receivables or other financial assets or intangible property). The limited liability company agreement of the Borrower shall provide that (A) so long as any Obligations are outstanding, the Borrower at all times shall have at least one Independent Manager, (B) the Borrower's members shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing prior to the taking of such action and (C) the provisions requiring an independent member and the provisions described in clauses (A) and (B) of this paragraph (ii) cannot be amended without the prior written consent of the Independent Manager;

(iii) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Borrower or any Affiliate thereof;

(iv) Any director, manager, employee, consultant or agent of the Borrower will be compensated from the Borrower's funds for services provided to the Borrower. The Borrower will not engage any agents other than its attorneys, auditors and other professionals and a servicer and any other agent contemplated by the Transaction Documents for the Collateral, which servicer will be fully compensated for its services by payment of the Servicing Fee, and certain organizational expenses in connection with the formation of the Borrower;

(v) The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Collateral. The Borrower will pay the Servicer the Servicing Fee pursuant hereto. The Borrower will not incur any material indirect or overhead expenses for items shared with BSX (or any other Affiliate thereof) which are not reflected in the Servicing Fee. To the extent, if any, that the Borrower (or any other Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, for legal, auditing and other professional services and directors' fees, such expenses will be allocated to the extent practical on the basis of actual use or the value of services

rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that BSX shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal, rating agency and other fees;

(vi) The Borrower's operating expenses will not be paid by any other Loan Party or other Affiliate of the Borrower;

(vii) The Borrower will have its own stationery;

(viii) The books of account, financial reports and records of the Borrower will be maintained separately from those of BSX and each other Affiliate of the Borrower;

(ix) Any financial statements of any Loan Party or Affiliate thereof which are consolidated to include the Borrower will contain detailed notes clearly stating that (A) all of the Borrower's assets are owned by the Borrower, and (B) the Borrower is a separate legal entity with its own separate creditors that will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders; and the accounting records and the published financial statements of each of the Originators will clearly show that, for accounting purposes, the Receivables and Related Assets have been sold by such Originator to the Borrower;

(x) The Borrower's assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer and the other Affiliates;

(xi) Each Affiliate of the Borrower will strictly observe organizational formalities in its dealings with the Borrower, and, except as permitted pursuant to this Agreement with respect to Collections, funds or other assets of the Borrower will not be commingled with those of any of its Affiliates;

(xii) No Affiliate of the Borrower will maintain joint bank accounts with the Borrower or other depository accounts with the Borrower to which any such Affiliate (other than in the Borrower's or such Affiliate's existing or future capacity as the Servicer hereunder or under the Receivables Sale Agreement) has independent access;

(xiii) Each Affiliate of the Borrower will maintain arm's length relationships with the Borrower, and each Affiliate of the Borrower that renders or otherwise furnishes services or merchandise to the Borrower will be compensated by the Borrower at market rates for such services or merchandise;

(xiv) No Affiliate of the Borrower will be, nor will it hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the Borrower. BSX and the Borrower will immediately correct any known misrepresentation with respect to the foregoing

and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity;

(xv) The Borrower will keep correct and complete books and records of account and minutes of the meetings and other proceedings of its member(s) and the resolutions, agreements and other instruments of the Borrower will be continuously maintained as official records by the Borrower; and

(xvi) The Borrower will conduct its business solely in its own legal name and in a manner separate from the Originators so as not to mislead others with whom they are dealing.

(m) Collections. BSX and Borrower will cause (1) all proceeds from all Lockboxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lockbox and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to the Collateral are remitted directly to Borrower or any Affiliate of Borrower, Borrower will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Borrower will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrative Agent and the Lenders. Borrower will maintain exclusive ownership of each Lockbox and Collection Account and shall not grant the right to take dominion and control of any Lockbox or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement.

(n) Taxes. Such Loan Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Borrower will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Agent or any Lender.

(o) Payment to Originators. With respect to any Receivable purchased by Borrower from any Originator, such sale shall be effected under, and in strict compliance with the terms of (including any grace periods contained therein), the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to the applicable Originator in respect of the purchase price for such Receivable.

Section 7.2 Negative Covenants of the Loan Parties. Until the Final Payout Date, each Loan Party hereby covenants, as to itself, that:

(a) Name Change, Offices and Records. Borrower and Servicer will not, and will not consent to any request by any Originator to, change its name, identity, jurisdiction of organization or corporate structure (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions) or relocate its chief executive office, principal place of

business or any office where Records are kept unless it shall have: (i) given Borrower and the Administrative Agent at least forty-five (45) days' prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents reasonably and promptly requested by the Administrative Agent in connection with such change or relocation.

(b) Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to Section 8.2(b), no Loan Party will add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lockbox or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lockbox, an executed Collection Account Agreement with respect to the new Collection Account or Lockbox; provided, however, that the Servicer may make changes in instructions to Obligors without any prior notice regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account. No Loan Party will deposit or authorize the deposit to any Collection Account of any cash or cash proceeds other than Collections of Receivables; it being understood and agreed that no Loan Party shall be deemed to have breached the covenant set forth in this Section 7.2(b) solely by virtue of any deposits to any Collection Account of any cash or cash proceeds to the extent such deposit has not been authorized by such Loan Party.

(c) Modifications to Contracts and Credit and Collection Policy. Such Loan Party will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d) Sales, Liens. Except as otherwise contemplated by the Transaction Documents, no Loan Party will sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Collateral, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and each Loan Party will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under Borrower or any Originator. No Loan Party will create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

(e) Use of Proceeds. Borrower will not use the proceeds of the Advances for any purpose other than (i) paying for Receivables and Related Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) making Demand Advances to BSX at any time prior to the Facility Termination

Date while it is acting as Servicer and no Amortization Event or Unmatured Amortization Event exists and is continuing, (iii) paying its ordinary and necessary operating expenses when and as due, and (iv) making Restricted Junior Payments to the extent permitted under this Agreement.

(f) Restricted Junior Payments. Borrower will not make any Restricted Junior Payment if after giving effect thereto, Borrower's Net Worth would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).

(g) Borrower Indebtedness. Borrower will not incur or permit to exist any Indebtedness except: (i) the Obligations, (ii) the Subordinated Loans, and
(iii) other current accounts payable arising in the ordinary course of business and not overdue.

(h) Prohibition on Additional Negative Pledges. No Loan Party will enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Collateral except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and no Loan Party will enter into or assume any agreement creating any Adverse Claim upon the Subordinated Notes.

ARTICLE VIII
ADMINISTRATION AND COLLECTION

Section 8.1 Designation of Servicer.

(a) The servicing, administration and collection of the Receivables shall be conducted by the Person designated as Servicer hereunder ("Servicer") from time to time in accordance with this Section 8.1. Until the Administrative Agent gives to BSX a Successor Notice (as defined in Section 8.1(b)), BSX is hereby designated as, and hereby agrees to perform the duties and obligations of, Servicer pursuant to the terms hereof.

(b) Upon BSX's receipt of a notice from the Administrative Agent of the Administrative Agent's designation of a new Servicer pursuant to the terms hereof (a "Successor Notice"), BSX agrees that it shall terminate its activities as Servicer hereunder in a manner that the Administrative Agent reasonably believes will facilitate the transition of the performance of such activities to the new Servicer, and the Administrative Agent (or its designee) shall assume each and all of BSX's obligations to service and administer such Receivables, on the terms and subject to the conditions herein set forth, and BSX shall use its best efforts to assist the Administrative Agent (or its designee) in assuming such obligations. The Administrative Agent agrees not to give BSX a Successor Notice until after the occurrence of an Amortization Event.

(c) BSX may delegate to each other Originator, as sub-servicer of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables. Without the prior written consent of the Agents, BSX shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) Borrower, (ii) any other Originator, and
(iii) with respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Neither Borrower nor any other Originator shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by BSX. If at any time the Administrative Agent shall designate as

Servicer any Person other than BSX, all duties and responsibilities theretofore delegated by BSX to Borrower or any other Originator may, at the discretion of the Administrative Agent, be terminated forthwith on notice given by the Administrative Agent to BSX and to Borrower and the applicable Originator.

(d) Notwithstanding delegation under the foregoing subsection (c): (i) BSX shall be and remain primarily liable to the Agents and the Lenders for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents and the Lenders shall be entitled to deal exclusively with BSX in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agents and the Lenders shall not be required to give notice, demand or other communication to any Person other than BSX in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. BSX, at all times that it is the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

(e) Power of Attorney. Each Loan Party hereby grants to Servicer (if other than such Loan Party) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Loan Party all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any writing or other right of any kind held or transmitted by such Loan Party or transmitted or received by such Loan Party in connection with any Collateral.

Section 8.2 Duties of Servicer.

(a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

(b) The Servicer will instruct all Obligors to pay all Collections directly to a Lockbox or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lockbox or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Administrative Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Borrower and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

(c) The Servicer shall administer the Collections in accordance with the procedures described herein and in Article III. The Servicer shall set aside and hold in trust for

the account of Borrower and the Lenders their respective shares of the Collections in accordance with Article III. The Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Borrower prior to the remittance thereof in accordance with Article III. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Lenders on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(d) The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Administrative Agent or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Amortization Event the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(e) The Servicer shall hold in trust for Borrower and the Lenders all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable after the occurrence and during the continuance of an Amortization Event and upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, as soon as practicable following receipt thereof turn over to applicable Originator any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of any Lender, furnish to the Lenders (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Article III.

(f) Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Borrower shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3 Rights of Administrative Agent. The Administrative Agent is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. Borrower hereby transfers, to the fullest extent permitted by applicable law, to the Administrative Agent for the benefit of the Lenders, effective when the Administrative Agent delivers such notice, the exclusive ownership and control of each Lockbox and the Collection Accounts. In case any authorized signatory of Borrower whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Borrower hereby irrevocably

constitutes and appoints the Administrative Agent with full power of substitution, as Borrower's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower or in its own name and without limiting the generality of the foregoing, grants to Administrative Agent the power and right, on behalf of Borrower, without notice or assent by Borrower to (i) at any time after delivery of the Collection Notices, endorse Borrower's name on checks and other instruments representing Collections, (ii) at any time after the occurrence and continuation of an Amortization Event, enforce the Receivables, the related Contracts and the Related Security, and (iii) at any time after the occurrence and continuation of an Amortization Event, take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than Borrower.

(a) At any time following the designation of a Servicer other than BSX or any of its Affiliates pursuant to Section 8.1:

(i) the Administrative Agent may direct the Obligors of Receivables, or any of them, to pay all amounts payable under any Receivable directly to the Administrative Agent (or other Person designated by the Administrative Agent).

(ii) Borrower shall, at the Administrative Agent's request and at Borrower's expense, give notice of the Administrative Agent's security interest in the Receivables to each said Obligor and direct that payments be made directly to the Administrative Agent.

(iii) Borrower shall, (A) at the Administrative Agent's request, assemble all of the Records and (B) at the request of any Agent or its designee exercise or enforce any of their respective rights hereunder, under any other Transaction Document, under any Receivable or under any Related Security. Without limiting the generality of the foregoing, Borrower shall upon the request of the Administrative Agent or its designee:

(A) execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and

(B) mark its master data processing records evidencing such Receivables with such legend.

(b) Borrower hereby authorizes the Administrative Agent or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables and the Related Security now existing or hereafter arising in the name of Borrower without any signature of Borrower. If Borrower fails to perform any of its agreements or obligations under this Agreement or any other Transaction Document, the Administrative Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent or its designee incurred in connection therewith shall be payable by Borrower as provided herein.

Section 8.4 Responsibilities of Borrower. Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent and the Lenders of their rights hereunder shall not release the Servicer, any Originator or Borrower from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Agents and the Lenders shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Borrower or any Originator.

Section 8.5 Monthly Reports and Other Information. The Servicer shall prepare and forward to the Co-Agents (i) on each Monthly Reporting Date, a Monthly Report and an electronic file of the data contained therein and (ii) at such times as the Administrative Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables, provided, that, each Co-Agent may request that a computation of the Borrowing Base be made from time to time on a date that is not a Monthly Reporting Date and the Servicer will as soon as practicable comply with such request.

Section 8.6 Servicing Fee. As compensation for the Servicer's servicing activities on their behalf, the Lenders hereby agree to pay the Servicer the Servicing Fee, which fee shall be paid in arrears on each Settlement Date and shall be subject to the provisions of Section 3.2(d).

ARTICLE IX
AMORTIZATION EVENTS

Section 9.1 Amortization Events. The occurrence of any one or more of the following events shall constitute an "Amortization Event:"

(a) Any Loan Party shall fail to make any payment or deposit (i) of principal when required to be made by it under the Transaction Documents; or
(ii) of any other Obligation or amount not covered by clause (i) when required to be made by it under the Transaction Documents and such failure continues for five (5) consecutive days.

(b) Any representation, warranty, certification or statement made or deemed made by any Loan Party in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been false or incorrect in any material respect when made or deemed made; provided that the materiality threshold in the foregoing clause shall not be applicable with respect to any representation or warranty which itself is subject to a materiality threshold.

(c) Any Loan Party shall fail to perform or observe any covenant contained in Section 7.2 or 8.5 when due.

(d) Except as provided in any other subsection or clause of this
Section 9.1, any Loan Party shall fail to perform or observe any other covenant or agreement contained in any Transaction Document, and such failure shall continue for thirty (30) consecutive days

(e) Failure of Borrower to pay any Indebtedness (other than the Obligations) when due or the default by Borrower in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such

Indebtedness of Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(f) Failure of BSX (at any time while it is a Loan Party) or any of its Subsidiaries other than Borrower to pay Indebtedness in excess of $100,000,000 in aggregate principal amount (hereinafter, "Material Indebtedness") when due taking into account any applicable grace period; or the default by BSX (at any time while it is a Loan Party) or any of its Subsidiaries other than Borrower in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of BSX (at any time while it is a Loan Party) or any of its Subsidiaries other than Borrower shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(g) An Event of Bankruptcy shall occur with respect to any Loan Party or any Material Subsidiary of any Loan Party.

(h) As at the end of any Calculation Period:

(i) the three-month rolling average Past Due Ratio shall exceed 2.80%, or

(ii) the three-month rolling average Dilution Ratio shall exceed 4.4% for any other three-month period.

(i) A Change of Control shall occur.

(j) One or more judgments or decrees shall be entered against the Servicer or any of its Subsidiaries involving in the aggregate a liability (not paid or in excess of the amount recoverable by insurance) of $100,000,000 (net of any related tax benefit) or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof, or one or more judgments or decrees shall be entered against the Borrower, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof.

(k) The "Sale Termination Date" under and as defined in the Receivables Sale Agreement shall occur or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables under the Receivables Sale Agreement.

(l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or the Administrative Agent for the benefit of the Secured Parties shall cease to have a valid and perfected first priority security interest in the Collateral.

(m) On any Settlement Date, after giving effect to the turnover of Collections by the Servicer on such date and the application thereof to the Obligations in accordance with

this Agreement, (i) any Group's Loans at any time outstanding shall exceed the aggregate amount of such Group's Liquidity Banks' Commitments or (ii) the Net Pool Balance shall be less than the sum of (A) the Aggregate Principal plus (B) the Required Reserve.

(n) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the Collateral and such lien shall not have been released within seven (7) days, or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral and such lien shall not have been released within seven (7) days.

Section 9.2 Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent may, or upon the direction of the Required Liquidity Banks shall, take any of the following actions: (i) replace the Person then acting as Servicer if the Administrative Agent has not already done so, (ii) declare the Amortization Date to have occurred, whereupon the Aggregate Commitment shall immediately terminate and the Amortization Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Loan Party; provided, however, that upon the occurrence of an Event of Bankruptcy with respect to any Loan Party, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Loan Party,
(iii) deliver the Collection Notices to the Collection Banks, (iv) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (v) notify Obligors of the Administrative Agent's security interest in the Receivables and other Collateral. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent and the Lenders otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X
INDEMNIFICATION

Section 10.1 Indemnities.

(a) General Indemnity. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Affected Parties, each of their respective Affiliates, and all successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each, an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to the Transaction Documents, the Obligations, the Collateral or the actions of the Loan Parties excluding, however: (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the

overall net income of such Indemnified Party; and or (iii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, the Borrower shall indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:

(A) the creation of any Lien on, or transfer by any Loan Party of any interest in, the Collateral other than as provided in the Transaction Documents;

(B) any representation or warranty made by any Originator or Loan Party (or any of its officers) under or in connection with any Transaction Document, any Monthly Report or any other information or report delivered by or on behalf of any Originator or Loan Party pursuant thereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the case may be;

(C) the failure by any Loan Party to comply with the terms of any Transaction Document or any applicable law, rule or regulation with respect to any Receivable or the related Contract and/or Invoice, or the nonconformity of any Receivable or the related Contract and/or Invoice with any such applicable law, rule or regulation;

(D) the failure to vest and maintain vested in the Borrower a perfected ownership interest in all Collateral; or the failure to vest and maintain vested in the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in the Collateral, free and clear of any other Lien, other than a Lien arising solely as a result of an act of one of the Secured Parties, now or at any time thereafter;

(E) [Intentionally Omitted]

(F) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivables or the related Contract and/or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services (provided that this clause (F) shall not be applied to provide credit recourse in respect of the portion of the Outstanding Balance of any Receivable which has been discharged in the bankruptcy of the Obligor thereon);

(G) any matter described in Section 3.4;

(H) any failure of any Loan Party to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party;

(I) any claim of breach by any Originator or Loan Party of any related Contract and/or Invoice with respect to any Receivable;

(J) any Tax (but not including Taxes upon or measured by net income or net profits or franchise Taxes in lieu of net income or net profits Taxes), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the Administrative Agent's security interest in the Collateral;

(K) the commingling of Collections of Receivables at any time with other funds;

(L) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby, the use of the proceeds of any Loan, the security interest in the Receivables and Related Assets or any other investigation, litigation or proceeding relating to the Borrower or any of the Originators in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby;

(M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract, Invoice or any Receivable;

(N) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(O) the occurrence of any Event of Bankruptcy with respect to any Loan Party; or

(P) any loss incurred by any of the Secured Parties as a result of the inclusion in the Borrowing Base of Receivables owing from any single Obligor and its Affiliates who are Obligors which causes the aggregate Outstanding Balance of all such Receivables to exceed the applicable Obligor Concentration Limit.

(b) Contest of Tax Claim; After-Tax Basis. If any Indemnified Party shall have notice of any attempt to impose or collect any Tax or governmental fee or charge for which indemnification will be sought from any Loan Party under
Section 10.1(a)(J), such Indemnified Party shall give prompt and timely notice of such attempt to the Borrower and the Borrower shall have the right, at its expense, to participate in any proceedings resisting or objecting to the imposition or collection of any such Tax, governmental fee or charge. Indemnification hereunder shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences of the payment of any of the aforesaid taxes or payments of

amounts indemnified against hereunder (including any deduction) and the receipt of the indemnity payment provided hereunder or of any refund of any such tax previously indemnified hereunder, including the effect of such tax, amount indemnified against, deduction or refund on the amount of tax measured by net income or profits which is or was payable by the Indemnified Party.

(c) Contribution. If for any reason the indemnification provided above in this Section 10.1 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Section 10.2 Indemnities by Servicer.

(a) Without limiting any other rights which any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each of the Indemnified Parties forthwith on demand, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to (i) the Servicer's performance of, or failure to perform, any of its obligations under or in connection with any Transaction Document, (ii) any representation or warranty made by the Servicer (or any of its officers) under or in connection with any Transaction Document, any Monthly Report or any other information or report delivered by or on behalf of the Servicer, which shall have been false, incorrect or misleading in any material respect when made or deemed made or delivered, as the case may be, (iii) the failure of the Servicer to comply with any applicable law, rule or regulation with respect to any Receivable or the related Contract and Invoice or (iv) any commingling of any funds by the Servicer relating to the Receivables with any of its funds or the funds of any other Person. Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified from and against any and all (i) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (ii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party; and or (iii) recourse (except as otherwise specifically provided in this Agreement) for Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by the Borrower which are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor.

(b) If for any reason the indemnification provided above in this
Section 10.2 (and subject to the exceptions set forth therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Servicer shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Servicer on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.

Section 10.3 Other Costs and Expenses. Borrower shall pay to the Affected Parties on demand all reasonable costs and out-of-pocket expenses actually incurred in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of one set of auditors for the Conduits auditing the books, records and procedures of Borrower, reasonable fees and out-of-pocket expenses of legal counsel for Old Line, Old Line Agent and the Administrative Agent actually incurred (which such counsel may be employees of Old Line, Old Line Agent or the Administrative Agent) with respect thereto and with respect to advising Old Line, Victory, the Victory Agent, Old Line Agent and the Administrative Agent as to their respective rights and remedies under this Agreement. Borrower shall pay to the Administrative Agent on demand any and all reasonable costs and expenses of the Administrative Agent and the Lenders, if any, including reasonable counsel fees and expenses actually incurred in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

Section 10.4 Taxes. Any sales or use tax payable in connection with the transactions contemplated herein, and any documentary stamp taxes or recording taxes associated with the perfection of the Lender's interest in the Receivables and Related Assets.

ARTICLE XI
THE AGENTS

Section 11.1 Appointment.

(a) With respect to each Group, each member of such Group hereby irrevocably designates and appoints its related Co-Agent to act in such capacity hereunder and under the other Transaction Documents to which such Co-Agent is a party , and authorizes such Co-Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to such Co-Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Each of the Lenders and the Co-Agents hereby irrevocably designates and appoints Royal Bank of Canada as Administrative Agent hereunder and under the Transaction Documents to which the Administrative Agent is a party, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Agents shall have any duties or responsibilities, except those expressly set forth in the Transaction Documents to which it is a party, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of such Agent shall be read into any Transaction Document or otherwise exist against such Agent.

(b) The provisions of this Article XI are solely for the benefit of the Agents and the Lenders, and none of the Loan Parties shall have any rights as a third-party beneficiary or

otherwise under any of the provisions of this Article XI, except that this Article XI shall not affect any obligations which any of the Agents or Lenders may have to any of the Loan Parties under the other provisions of this Agreement.

(c) In performing its functions and duties hereunder, (i) each Co-Agent shall act solely as the agent of the members of its related Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns, and (ii) the Administrative Agent shall act solely as the agent of the Secured Parties and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns.

Section 11.2 Delegation of Duties. Each of the Agents may execute any of its duties under the Transaction Documents to which it is a party by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 11.3 Exculpatory Provisions. None of the Agents nor any of its directors, officers, agents or employees shall be (i) liable to any of the Lenders or other Agents for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 11.2 under or in connection with this Agreement (except for its, their or such Person's own bad faith, gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Lenders or other Agents for any recitals, statements, representations or warranties made by Borrower contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any of the Loan Parties to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article V, except receipt of items required to be delivered to such Agent. None of the Agents shall be under any obligation to any other Agent or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Loan Parties. This Section 11.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Lenders and their respective Liquidity Banks, on the other.

Section 11.4 Reliance by Agents.

(a) Each of the Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by such Agent. Each of the Agents shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of such of its Lenders

and Liquidity Banks, as it shall determine to be appropriate under the relevant circumstances, or it shall first be indemnified to its satisfaction by its Constituent Liquidity Banks against any and all liability, cost and expense which may be incurred by it by reason of taking or continuing to take any such action.

(b) Any action taken by any of the Agents in accordance with Section 11.4(a) shall be binding upon all of the Agents and the Lenders.

Section 11.5 Notice of Events of Default. None of the Agents shall be deemed to have knowledge or notice of the occurrence of any Amortization Event or Unmatured Amortization Event unless such Agent has received notice from another Agent, a Lender or a Loan Party referring to this Agreement, stating that an Amortization Event or Unmatured Amortization Event has occurred hereunder and describing such Amortization Event or Unmatured Amortization Event. In the event that any of the Agents receives such a notice, it shall promptly give notice thereof to the Lenders and the other Agents. The Administrative Agent shall take such action with respect to such Amortization Event or Unmatured Amortization Event as shall be directed by either of the Co-Agents, provided that the Administrative Agent is indemnified to its satisfaction by such Co-Agent and its Constituent Liquidity Banks against any and all liability, cost and expense which may be incurred by it by reason of taking any such action.

Section 11.6 Non-Reliance on Other Agents and Lenders. Each of the Lenders expressly acknowledges that none of the Agents, nor any of the Agents' respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any of the Agents hereafter taken, including, without limitation, any review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by such Agent. Each of the Lenders also represents and warrants to the Agents and the other Lenders that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made its own decision to enter into this Agreement. Each of the Lenders also represents that it will, independently and without reliance upon the Agents or any other Liquidity Bank or Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of the Loan Parties. The Agents, the Lenders and their respective Affiliates, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of the Loan Parties which may come into the possession of such Person or any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates, except that each of the Agents shall promptly distribute to the other Agents and the Lenders, copies of financial and other information expressly provided to it by any of the Loan Parties pursuant to this Agreement.

Section 11.7 Indemnification of Agents. Each Liquidity Bank agrees to indemnify (a) its applicable Co-Agent, (b) the Administrative Agent, and (c) the officers, directors, employees,

representatives and agents of each of the foregoing (to the extent not reimbursed by the Loan Parties and without limiting the obligation of the Loan Parties to do so), ratably in accordance with their respective Loans, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Co-Agent, the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Co-Agent or the Administrative Agent or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against such Co-Agent, the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the bad faith, gross negligence or willful misconduct of such Co-Agent, the Administrative Agent or such Person as finally determined by a court of competent jurisdiction).

Section 11.8 Agents in their Individual Capacities. Each of the Agents in its individual capacity and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Loan Parties and their Affiliates as though such Agent were not an Agent hereunder. With respect to its Loans, if any, pursuant to this Agreement, each of the Agents shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms "Lender" and "Lenders" shall include each of the Agents in their individual capacities.

Section 11.9 Conflict Waivers.

(a) RBC acts, or may in the future act: (i) as administrative agent for Old Line and certain other Conduits, (ii) as issuing and paying agent for the Commercial Paper of Old Line and certain other Conduits, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper of Old Line and certain other Conduits and (iv) to provide other services from time to time for Old Line and certain other Conduits (collectively, the "RBC Roles"). Without limiting the generality of Sections 11.1 and 11.8, each of the Administrative Agent and the Lenders hereby acknowledges and consents to any and all RBC Roles and agrees that in connection with any RBC Role, RBC may take, or refrain from taking, any action which it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Old Line or such other Conduits, the giving of notice to the Liquidity Banks of a mandatory purchase pursuant to a Liquidity Agreement, and hereby acknowledges that neither RBC nor any of its Affiliates has any fiduciary duties hereunder to any Lender (other than Old Line or such other Conduits) arising out of any RBC Roles.

(b) BTMU acts, or may in the future act: (i) as administrator of Victory, (ii) to provide credit or liquidity enhancement for the timely payment for Victory's Commercial Paper and (iii) to provide other services from time to time for Victory (collectively, the "BTMU Roles"). Without limiting the generality of Sections 11.1 and 11.8, each of the Agents and Victory hereby acknowledges and consents to any and all BTMU Roles and agrees that in connection with any BTMU Role, BTMU may take, or refrain from taking, any action which it,

in its discretion, deems appropriate, including, without limitation, in its role as administrator of Victory, the giving of notice to the Victory Liquidity Banks of a mandatory purchase pursuant to the Victory Liquidity Agreement..

Section 11.10 UCC Filings. Each of the Secured Parties hereby expressly recognizes and agrees that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings required to be made under the Transaction Documents in order to perfect their respective interests in the Collateral, that such listing shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Secured Parties and that such listing will not affect in any way the status of the Secured Parties as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article XI.

ARTICLE XII
ASSIGNMENTS; PARTICIPATIONS

Section 12.1 Restrictions on Assignments.

(a) Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents.

(b) Each of the Conduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to (i) its Constituent Liquidity Banks or the Enhancement Providers (or to its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or (ii) another multi-seller commercial paper conduit administered by either Co-Agent which is rated at least "A-1" by S&P and "P-1" by Moody's.

(c) In addition to, and not in limitation of, assignments and participations described in Section 12.1(b):

(i) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender's applicable Co-Agent, which consents shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required if such Eligible Assignee is already a Liquidity Bank party to this Agreement or if any Amortization Event exists and is continuing and the aggregate Liquidity Commitments, after giving effect to such assignment, would not be reduced solely because of such assignment;

(ii) each of the Lenders may, without the prior written consent of Borrower or any of the Agents, sell participations in all or any portion of their respective rights and obligations in, to and under the Transaction Documents and the Obligations in accordance with Sections 12.2 and 14.7.

(d) Nothing herein shall limit the ability of either Conduit to grant a security interest therein to the program collateral agent for such Conduit's commercial paper program.

Section 12.2 Rights of Assignees and Participants.

(a) Upon the assignment by a Lender in accordance with Section 1.2(c) or 12.1(b) or (c), the Eligible Assignee(s) receiving such assignment shall have all of the rights of such Lender with respect to the Transaction Documents and the Obligations (or such portion thereof as has been assigned).

(b) In no event will the sale of any participation interest in any Lender's or any Eligible Assignee's rights under the Transaction Documents or in the Obligations relieve the seller of such participation interest of its obligations, if any, hereunder or, if applicable, under the Liquidity Agreement to which it is a party and such Loan Party shall remain solely responsible for the performance of its obligations hereunder and thereunder. No participant shall have any right to restrict the approval of or to approve any amendment, modification or waiver to the provisions hereof except to the extent any such amendment, modification or waiver reduces the amount of Advances or the interest rate or fees payable with respect to such Advances; provided, however, that to the extent that any Liquidity Funding is deemed to be the sale of a participation, the foregoing limitation on participants' voting rights shall not apply to any Liquidity Bank participating in such Liquidity Funding.

Section 12.3 Terms and Evidence of Assignment. Any assignment to any Eligible Assignee(s) pursuant to Section 1.2(c), 12.1(b) or 12.1(c) shall be upon such terms and conditions as the assigning Lender and the applicable Co-Agent, on the one hand, and the Eligible Assignee, on the other, may mutually agree, and any assignment pursuant to Section 12.1(c) shall be effectuated by the execution of an Assignment and Acceptance Agreement. Any assignment made in accordance with the terms of this Article XII shall relieve the assigning Lender of its obligations, if any, under this Agreement (and, if applicable, the Liquidity Agreement to which it is a party) to the extent assigned. Following any such assignment, Schedule A, Schedule 14.2 and other relevant provisions of this Agreement will be deemed amended or supplemented, as appropriate, without further action, by the information contained in the applicable Assignment and Acceptance Agreement.

ARTICLE XIII
SECURITY INTEREST

Section 13.1 Grant of Security Interest. To secure the due and punctual payment of the Obligations, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Indemnified Amounts, in each case pro rata according to the respective amounts thereof, Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of Borrower's right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing (collectively, the "Collateral").

Section 13.2 Termination after Final Payout Date. Each of the Secured Parties hereby authorizes the Administrative Agent, and the Administrative Agent hereby agrees, promptly after the Final Payout Date to execute and deliver to Borrower such UCC termination statements as may be necessary to terminate the Administrative Agent's security interest in and Lien upon the

Collateral, all at Borrower's expense. Upon the Final Payout Date, all right, title and interest of the Administrative Agent and the other Secured Parties in and to the Collateral shall terminate.

ARTICLE XIV
MISCELLANEOUS

Section 14.1 Waivers and Amendments. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by each of the Loan Parties and the Agents, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that:

(a) without the prior written consent of all its respective Liquidity Banks, such Co-Agent will not amend, modify or waive any provision of this Agreement which would (i) reduce the amount of any principal or interest that is payable on account of its Group's Loans or delay any scheduled date for payment thereof; (ii) decrease the Required Reserve, decrease the spread included in any Interest Rate or change the Servicing Fee; (iii) modify this Section 14.1; or
(iv) modify any yield protection or indemnity provision which expressly inures to the benefit of assignees or participants of such Co-Agent's Group.

(b) Borrower shall not amend or otherwise modify any other Transaction Document without the consent of each Agent.

(c) No failure on the part of any Agent, any Affected Party, any Indemnified Party, Purchaser or any other Secured Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the foregoing, BTMU, individually and as a Co-Agent, and Victory's Liquidity Provider and Enhancement Provider are each hereby authorized by Borrower and Servicer (as Servicer and as an Originator) at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by BTMU, or to Victory's Liquidity Provider or Enhancement Provider to or for the credit to the account of Borrower or any Originator, now or hereafter existing under this Agreement, to of any Agent, any Affected Party, any Indemnified Party, Purchaser or any other Secured Party, or their respective successors and assigns.

Section 14.2 Notices. Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on Schedule 14.2 hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after

the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified below its signature hereto. Borrower hereby authorizes each of the Co-Agents to effect Advances based on telephonic notices made by any Person whom such Co-Agent in good faith believes to be acting on behalf of Borrower. Borrower agrees to deliver promptly to the Co-Agents a written confirmation of each telephonic notice signed by an authorized officer of Borrower; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Co-Agents, the records of the Co-Agents shall govern absent manifest error.

Section 14.3 Ratable Payments. Except as provided in the next sentence, if any Lender, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Lender (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Lender entitled to receive a ratable share of such Obligations, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of such Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if the Liquidity Banks in one of the Groups decline to extend their Liquidity Termination Date, their Co-Agent will promptly notify the other Co-Agent and Borrower of such decision, and Borrower shall have the right to replace the non-extending Group with a new Conduit and one or more new Liquidity Banks without repaying any portion of the other Group's Loans at the time of such replacement, and without triggering the purchase requirements under the preceding sentence.

Section 14.4 Protection of Administrative Agent's Security Interest.

(a) Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, to perfect, protect or more fully evidence the Administrative Agent's security interest in the Collateral, or to enable the Administrative Agent or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after the occurrence and continuation of an Amortization Event, the Administrative Agent may, or the Administrative Agent may direct Borrower or the Servicer to, notify the Obligors of Receivables, at Borrower's expense, of the ownership or security interests of the Lenders under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Borrower or the Servicer (as applicable) shall, at any Lender's request, withhold the identity of such Lender in any such notification.

(b) If any Loan Party fails to perform any of its obligations hereunder, the Administrative Agent or any Lender may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent's or such Lender's reasonable costs and expenses incurred in connection therewith shall be payable by Borrower as provided in Section 10.3. Each Loan Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Loan Party (i) to execute on

behalf of Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of the Lenders in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Collateral, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable. Each of the Loan Parties (A) hereby authorizes the Administrative Agent to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of such Loan Party, in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Administrative Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and substance of such filing or recording document, and approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the security interests in favor of Borrower or the Administrative Agent.

Section 14.5 Confidentiality.

(a) Each Loan Party and each Lender shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement, the Amended Fee Letters and the other confidential or proprietary information that are clearly marked as being confidential and/or proprietary with respect to any Agent or any Conduit and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Loan Party and such Lender and its officers and employees may disclose such information to such Loan Party's and such Lender's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b) Anything herein to the contrary notwithstanding, each Loan Party hereby consents to the disclosure of any nonpublic information with respect to it (i ) to any Agent, the Liquidity Banks, any Conduit, any equity provider to any Conduit and any credit enhancer of any Conduit (but in accordance with the customary practices of the disclosing parties), by each other, (ii) by any Agent, any Lender or any credit enhancer of any Conduit to any prospective or actual assignee or participant of any of them (but in accordance with the customary practices of the disclosing parties), and (iii) by any Agent or any credit enhancer of any Conduit to any rating agency, commercial paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit, any credit enhancer of any Conduit (but in accordance with the customary practices of the disclosing parties) or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any Agent acts as the administrative agent and to any officers, directors, employees, investors, potential investors, outside accountants and attorneys and other advisors of any of the foregoing if they agree to hold

such information confidential (it being understood that in the case of any disclosure to investors, potential investors and any advisors of the foregoing, such disclosure will be in accordance with the customary practices of the disclosing party and will not identify any Originator or any Affiliate thereof by name), provided that, in each case, each such Person is informed of the confidential nature of such information and agrees in writing to maintain the confidential nature of such information. In addition, the Lenders, the Agents and any credit enhancer of any Conduit may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law); provided that the Lenders, the Agents and any such credit enhancer shall promptly notify the applicable Loan Party of any such disclosure, except if such disclosure is in relation to (A) a routine audit or review by state or Federal authority or examiner or (B) routine periodic reporting to such state or Federal authorities or examiners in the normal course of business.

Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, each party hereto may disclose to any and all Persons the tax treatment and tax structure of the transactions entered into pursuant to this Agreement and the other Transaction Documents other than any information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws.

Section 14.6 Bankruptcy Petition; Limitation on Payments. (a) To the fullest extent permitted by applicable law, each of the Loan Parties, Agents and Lenders hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any Conduit, it will not institute against, or join any other Person in instituting against, such Conduit any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b) A Conduit shall be required to make payment of the amounts required to be paid by it pursuant hereto only if the applicable Conduit has Excess Funds (as defined below). If the applicable Conduit does not have Excess Funds, the excess of the amount due hereunder over the amount paid shall not constitute a "claim" (as defined in Section 101(5) of the federal Bankruptcy Code) against such Conduit until such time as such Conduit has Excess Funds. If a Conduit does not have sufficient Excess Funds to make any payment due hereunder, then such Conduit may pay a lesser amount and make additional payments that in the aggregate equal the amount of the deficiency as soon as possible thereafter. The term "Excess Funds" means the excess of (A) the aggregate projected value of the applicable Conduit's assets and other property (including cash and cash equivalents), over (B) the sum of (i) the sum of all scheduled payments of principal, interest and other amounts payable on publicly or privately placed indebtedness of such Conduit for borrowed money, plus (ii) the sum of all other liabilities, indebtedness and other obligations of such Conduit for borrowed money or owed to any credit or liquidity provider, together with all unpaid interest then accrued thereon, plus (iii) all taxes payable by such Conduit to the Internal Revenue Service, plus (iv) all other indebtedness, liabilities and obligations of such Conduit then due and payable, but the amount of any liability, indebtedness or obligation of such Conduit shall not exceed the projected value of the assets to which recourse for such liability, indebtedness or obligation is limited. Excess Funds shall be calculated once each Business Day. Except with respect to (and to the extent of) Excess Funds, no recourse shall

be had for the payment of any amount owing in respect of this Agreement or for the payment of any fee hereunder or for any other obligation or claim arising out of or based upon this Agreement, in each case, against any Conduit or any stockholder, member, employee, officer, director, manager, incorporator or beneficial owner of any Conduit.

Section 14.7 Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of any Agent, any Lender or JH Management Corporation, no claim may be made by any Loan Party or any other Person against any such Person or any of its respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. The parties agree that Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) shall have no obligation, in its capacity as program administrator for Victory or otherwise, to take any actions under the Transaction Documents if Deutsche Bank Trust Company Americas is relieved of its obligations as program administrator.

Section 14.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF BORROWER OR THE SECURITY INTEREST OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 14.9 CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR

CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 14.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 14.11 Integration; Binding Effect; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Loan Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 2.5(d), 14.5, 14.6 and 14.7 shall be continuing and shall survive any termination of this Agreement.

(c) Each Liquidity Provider, Enhancement Provider and each other Affected Party is an express third party beneficiary hereof and of each other Transaction Document.

Section 14.12 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14.13 Consent to Amendment and Restatement of the Receivables Purchase Agreement. As contemplated in Section 8.1 of the Receivables Sale Agreement (immediately before giving effect to the amendment and restatement thereof on the date hereof), each of the Agents hereby consents to the amendment and restatement of the Receivables Sale Agreement on the date hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

BOSTON SCIENTIFIC FUNDING LLC

By: ________________________
Name: Milan Kofol
Title: Treasurer

BOSTON SCIENTIFIC CORPORATION, as Servicer

By: ________________________
Name: Milan Kofol
Title: Vice President, Treasurer

[Signature Page to Amended and Restated Credit and Security Agreement]

OLD LINE FUNDING, LLC

BY: ROYAL BANK OF CANADA,
ITS ATTORNEY-IN-FACT

By: ________________________
Name:
Title:

ROYAL BANK OF CANADA,
individually as a Liquidity Bank, as Old Line
Agent and as Administrative Agent

By: ________________________
Name:
Title:

By: ________________________
Name:
Title:

VICTORY RECEIVABLES CORPORATION

By: ________________________
Name:
Title:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as a Liquidity Bank

By: ________________________
Name:
Title:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
NEW YORK BRANCH, as Victory Agent

By: ________________________
Name:
Title:

[Signature Page to Amended and Restated Credit and Security Agreement]

EXHIBIT I

DEFINITIONS

A. Definitions. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Adjusted Dilution Ratio" means, at any time, the rolling average of the Dilution Ratio for the 12 months then most recently ended.

"Administrative Agent" has the meaning set forth in the preamble to this Agreement.

"Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made on the same Borrowing Date.

"Adverse Claim" means a Lien or other right or claim in, of or on any Person's assets or properties in favor of any other Person.

"Affected Party" means each of the Lenders, the Agents, the Conduits' respective Funding Sources, any sub-agent to any of the Agents and any Affiliate of any of the foregoing.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Agents" means the Administrative Agent and Co-Agents.

"Aggregate Commitment" means, on any date of determination, the aggregate amount of the Commitments to make Loans hereunder. As of the Effectiveness Date, the Aggregate Commitment is $350,000,000.

"Aggregate Principal" means, on any date of determination, the aggregate outstanding principal amount of all Advances outstanding on such date.

"Agreement" means this Amended and Restated Credit and Security Agreement, as it may be amended or modified and in effect from time to time.

"Allocation Limit" means the Old Line Allocation Limit, the Victory Allocation Limit or any other Allocation Limit specified in an Assignment and Acceptance Agreement, as the case may be.

"Alternate Base Rate" means, for any Group, for any day, the rate per annum equal to the higher as of such day of (i) the applicable Prime Rate, or
(ii) one-half of one percent (0.50%) above the Federal Funds Effective Rate. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Effective Rate shall be effective on the date of each such change.

"Alternate Base Rate Loan" means a Loan which bears interest at the Alternate Base Rate or the Default Rate.

"Amended Fee Letters" means the Old Line Fee Letter, the Victory Fee Letter and any other fee letter entered into among BSX, the Borrower, any Lender(s) and their Co-Agent in connection with this Agreement.

"Amortization Date" means the earliest to occur of (i) the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to any Loan Party, (ii) the Business Day specified in a written notice from the Administrative Agent following the occurrence and during the continuance of any other Amortization Event, and (iii) the date which is 15 Business Days after the Administrative Agent's receipt of written notice from Borrower that it wishes to terminate the facility evidenced by this Agreement.

"Amortization Event" has the meaning specified in Article IX.

"Article" means an article of this Agreement unless another document is specifically referenced.

"Assignment and Acceptance Agreement" means an assignment and acceptance agreement in the form of Exhibit XI hereto (with such changes as may be appropriate under the specific circumstances) executed and delivered in accordance with Section 12.3.

"Authorized Officer" means, with respect to any Loan Party, its president, vice president, corporate controller, treasurer or chief financial officer.

"Borrower" has the meaning set forth in the preamble to this Agreement.

"Borrowing Base" means, on any date of determination, the Net Pool Balance as of the last day of the period covered by the most recent Monthly Report, minus the Required Reserve as of the last day of the period covered by the most recent Monthly Report, and minus Dilution that have occurred since the most recent Cut-Off Date to the extent that such Dilution exceeds the Dilution Reserve; provided, however, that if the Borrowing Base is computed at the request of a Co-Agent and delivered to the Agents on a day other than a Monthly Report Date, then the data used in such computation shall be the most current data available to the Servicer.

"Borrowing Date" means a Business Day on which an Advance is made hereunder.

"Borrowing Request" has the meaning set forth in Section 2.1.

"Broken Funding Costs" means, for any CP Rate Loan of a Conduit which:
(a) has its principal reduced without compliance by Borrower with the notice requirements hereunder, (b) is not prepaid in the amount specified in a Prepayment Notice on the date specified therein or (c) is assigned or otherwise transferred by such Conduit to its respective Liquidity Banks under its respective Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end, an amount including the excess, if any, of (i) the CP Costs that would have accrued during the remainder of the applicable commercial paper tranche periods determined by the applicable Co-Agent to relate to such Loan subsequent to the date of such reduction, assignment or termination (or in respect of clause (b) above, the date such prepayment was designated to occur pursuant to the applicable Prepayment Notice) of the principal of such CP Rate Loan if such reduction, assignment or termination had not occurred or such Prepayment Notice had not been delivered, over (ii) the sum of (A) to the extent all or a portion of such principal is allocated to another CP Rate Loan, the amount of CP Costs actually accrued during the remainder of such period on such principal for the new Loan, and (B) to the extent such principal is not allocated to another CP Rate Loan, the income, if any, actually received during the remainder of such period by the holder of such Loan from investing the portion of such principal not so allocated.

"BSX" has the meaning set forth in the preamble to this Agreement.

"BSX Credit Agreement" means that certain Credit Agreement dated as of April 21, 2006 in effect on the date hereof among (i) BSX, as the "Borrower" thereunder, (ii) BSC International Holding Limited, as the "Term Loan Borrower" thereunder, (iii) the lenders party thereto, (iv) Merrill Lynch Capital Corporation, as "Syndication Agent" thereunder, (v) Bear Stearns & Co., Deutsche Bank Securities Inc. and Wachovia Bank, National Association, as "Documentation Agents" thereunder, and (vi) Bank of America, N.A., as "Administrative Agent" thereunder, provided that BTMU and RBC are still party thereto as lenders.

"BTMU" means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and its successors.

"Business Day" means any day on which banks are not authorized or required to close in New York, New York, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to LIBOR, any day on which dealings in dollar deposits are carried on in the London interbank market.

"Calculation Period" means a calendar month.

"Change of Control" means (i) any Person or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (A) shall have acquired beneficial ownership of 30% or more of any outstanding class of capital stock having ordinary voting power in the election of directors of the Servicer (other than Peter M. Nicholas and John E. Abele or any of their affiliated holdings) or (B) shall obtain the power (whether or not exercised) to elect a majority of BSX's directors; (ii) the Board of Directors of BSX shall not consist of a majority of Continuing Directors; or (iii) BSX shall cease to own 100% of the outstanding capital stock of the Borrower.

"Co-Agents' means the Co-Agents specified in the preamble to this Agreement and any Person who becomes a Co-Agent party to this Agreement pursuant to an Assignment and Acceptance Agreement.

"Code" means the Internal Revenue Code of 1986, as the same may be amended from time to time.

"Collateral" has the meaning set forth in Section 13.1.

"Collection Account" means each concentration account, depositary account, lock box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit IV.

"Collection Account Agreement" means an agreement substantially in the form of Exhibit VI among BSX, Borrower, the Administrative Agent and a Collection Bank.

"Collection Bank" means, at any time, any of the banks holding one or more Collection Accounts.

"Collection Notice" means a notice, in substantially the form of Annex A to Exhibit VI, from the Administrative Agent to a Collection Bank.

"Collections" means, with respect to any Receivable, all funds which are received from or on behalf of any related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Receivable, or applied to such amounts owed by such Obligor (including, without limitation, payments that the Buyer, the applicable Seller or the Servicer receives from third party payors and applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon).

"Commercial Paper" means promissory notes of a Conduit issued by such Conduit in the commercial paper market.

"Commitment" means, as of any date of determination, for each Committed Lender, its commitment to make Loans to Borrower hereunder in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Committed Lender's name under the heading "Commitment" on Schedule A to this Agreement (as such Schedule A is amended from time to time).

"Commitment Reduction Notice" has the meaning specified in Section 1.6.

"Committed Lender" means (a) Victory, (b) each of the Victory Liquidity Banks, (c) each of the Old Line Liquidity Banks and (d) each Committed Lender specified in an Assignment and Acceptance Agreement.

"Conduits" means the Conduits specified in the preamble to this Agreement and any bankruptcy-remote commercial paper entity which becomes a party to this Agreement in accordance with the terms of Sections 12.1 and 12.3 hereof.

"Constituent" means, (a) as to the Old Line Agent, any member of the Old Line Group from time to time party hereto, (b) as to the Victory Agent, any member of the Victory Group from time to time a party hereto and (c) as to any other Agent, any member of its related Group from time to time a party hereto, and when used as an adjective, "Constituent" shall have a correlative meaning.

"Continuing Directors" means the directors of BSX on the date of this Agreement and each other director, if such other director's nomination for election to the Board of Directors of BSX is recommended by a majority of the then Continuing Directors.

"CP Costs" means for any Conduit's CP Rate Loans and any CP Tranche Period (or portion thereof), an amount equal to the sum of, for each day in such CP Tranche Period (or portion thereof), the product of (a) the outstanding principal balance of the CP Rate Loans of such Conduit on such day, (b) the CP Rate for such Conduit on such day and (c) a fraction of the numerator of which is one (1) and the denominator of which is 360.

"CP Rate" means, with respect to any Conduit on any day, the rate equivalent to the weighted average of the interest rates payable by such Conduit in respect of its Commercial Paper outstanding on such day that is allocated, in whole or in part, to fund or maintain its CP Rate Loans on such day, converted (as necessary) to an annual yield equivalent rate calculated on the basis of a 360-day year, which rates shall include issuing and paying agent fees and any placement agent or commercial paper fees and commissions.

"CP Rate Loan" means a Loan made by any Conduit which bears interest at a CP Rate.

"CP Tranche Period" means, with respect to any Conduit, a Calculation Period.

"Credit and Collection Policy" means Borrower's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.

"Cut-Off Date" means the last day of a Calculation Period.

"Days Sales Outstanding" means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the aggregate outstanding balance of Receivables as of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.

"Deemed Collections" means Collections deemed received by Borrower under Section 3.4(a).

"Default Horizon Ratio" means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate sales generated by the Originators during the nine months ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-off Date.

"Default Rate" means a rate per annum equal to the sum of (i) the applicable Alternate Base Rate plus (ii) 2.00%, changing when and as the Alternate Base Rate changes.

"Default Ratio" means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (x) the total amount of Receivables which became Defaulted Receivables during the month that includes such Cut-Off Date, by (y) the aggregate sales generated by the Originators during the month occurring nine months prior to the month ending on such Cut-Off Date.

"Defaulted Receivable" means a Receivable: (i) as to which the Obligor thereof has suffered an Event of Bankruptcy; (ii) as to which any payment, or part thereof, remains unpaid for less than 241 days from the original due date for such payment and (x) which has been written off as uncollectible or (y) which, consistent with the applicable Credit and Collection Policy, should be written off as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 241 days or more from the original due date for such payment.

"Delinquent Receivable" means a Receivable as to which any payment, or part thereof, remains unpaid for 211-240 days from the original due date for such payment.

"Demand Advance" means an advance made by Borrower to BSX at any time while BSX or any of its Affiliates is acting as the Servicer on any day prior to the Facility Termination Date on which no Amortization Event or Unmatured Amortization Event exists and is continuing, which advance (a) is payable upon demand, (b) is not evidenced by an instrument, chattel paper or a certificated security (unless such instrument, chattel paper or certificated security is pledged and delivered to the Administrative Agent, together with all necessary indorsements), (c) bears interest at a market rate determined by Borrower and the Servicer from time to time, (d) is not subordinated to any other Indebtedness or obligation of the Servicer, and (e) may not be offset by BSX against amounts due and owing from Borrower to it under its Subordinated Note.

"Dilution" means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in Section 3.4(a).

"Dilution Horizon Ratio" means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (i) the aggregate sales generated by the Originators during the month ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

"Dilution Ratio" means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in outstanding principal balances of the Receivables due to Dilutions during the month ending on such Cut-Off Date, by (ii) the aggregate sales generated by the Originators during the month prior to the current month ending on such Cut-Off Date.

"Dilution Reserve" means, for any month, the product (expressed as a percentage) of: (a) the sum of (i) 2 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times (b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

"Dilution Volatility Component" means the product (expressed as a percentage) of (i) the difference between (a) the highest three (3)-month rolling average Dilution Ratio over the past 12 months and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

"Domestic Person" means a Person who if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States.

"Effectiveness Date" means the date on which all conditions specified in Section 5.3 of this Agreement are satisfied.

"Eligible Assignee" means:

(i) for any Conduit, any bankruptcy-remote commercial paper conduit sponsored or administered by a Co-Agent whose Commercial Paper is rated at least "A-1" by S&P and "P-1" by Moody's,

(ii) any Liquidity Bank, or

(iii) for any Lender, any commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company's) short-term securities equal to or higher than (A) "A-1" by S&P and (B) "P-1" by Moody's.

"Eligible Originator" means (a) BSX, and (b) any wholly-owned domestic Subsidiary of BSX that is approved by each of the Co-Agents in accordance with
Section 1.9.

"Eligible Receivable" means, at any time, a Receivable:

(a) the Obligor of which is (i) a Domestic Person, (ii) is not an Affiliate of any of the parties hereto; and (iii) is not a federal government or a federal governmental subdivision or agency; provided, however, that up to 2% of Eligible Receivables may consist of otherwise Eligible Receivables the Obligor of which is a federal government or a federal governmental subdivision or agency,

(b) which is not owing from an Obligor as to which more than 35% of the aggregate outstanding principal balance of all Receivables owing from such Obligor are Defaulted Receivables,

(c) which is not a Defaulted Receivable,

(d) which by its terms is due and payable within 30 days of the original billing date therefor and has not had its payment terms extended more than once; provided, however, that up to 1% of Eligible Receivables may consist of otherwise Eligible Receivables which by their terms are due and payable within 31-60 days of the original billing date therefor and have not had their payment terms extended more than once,

(e) which is an "Account" and is not a "Health-care-insurance receivable," in each case, within the meaning of Article 9 of the UCC of all applicable jurisdictions,

(f) which is denominated and payable only in United States dollars in the United States,

(g) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms,

(h) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of the Administrative Agent to exercise its rights under this Agreement including, without limitation, its right to review the Contract,

(i) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(j) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

(k) which satisfies all applicable requirements of the applicable Originator's Credit and Collection Policy,

(l) which was generated by an Eligible Originator in the ordinary course of its business,

(m) which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part),

(n) as to which none of the Agents has notified Borrower that such Agent has determined in the exercise of its commercially reasonable credit judgment that such Receivable or class of Receivables is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to such Agent,

(o) which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the outstanding principal balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such outstanding principal balance which is not so affected, and provided, further, that Receivables of any Obligor which has any accounts payable by the applicable Originator or by a wholly-owned subsidiary of such Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that such Receivables shall not be subject to such offset,

(p) as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor and no portion of which is in respect of any amount as to which the related Obligor is permitted to withhold payment until the occurrence of a specified event or condition (including "guaranteed" sales or any performance by any other Persons),

(q) as to which each of the representations and warranties contained in Sections 6.1(n), (o) and (r) is true and correct, and

(r) all right, title and interest to and in which was validly transferred by an Originator to Borrower under and in accordance with the Receivables Sale Agreement free and clear of any Adverse Claim except as created hereunder.

"Eligible Receivables Balance" means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time.

"Enhancement Agreement" means any agreement between a Conduit and any other Person(s), entered into to provide credit enhancement to such Conduit's commercial paper facility.

"Enhancement Provider" means any Person providing credit support to a Conduit under an Enhancement Agreement, including pursuant to an unfunded commitment.

"Event of Bankruptcy" shall be deemed to have occurred with respect to a Person if either:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Taxes" means, with respect to a Indemnified Party, Taxes which are (a) both (i) imposed by the jurisdiction in which such Indemnified Party is organized or by any other taxing authority of a United States jurisdiction as a result of such Indemnified Party doing business or maintaining an office in such jurisdiction (other than any such taxes that the Indemnified Party establishes would not have been imposed but for (A) such Indemnified Party having executed, or enforced, a Transaction Document or (B) any of the transactions contemplated herein or in the other Transaction Documents) and also
(ii) imposed on, based on or measured by net pre-tax income, capital or net worth of such Indemnified Party (other than Taxes that are, or are in the nature of, sales, use, rental, property or value added or similar taxes) or (b) any Tax, assignment or other governmental charge attributable to and which would not have been imposed but for the failure of a Indemnified Party to deliver to Borrower the Prescribed Forms properly completed and duly executed by such Indemnified Party establishing such party's exemption from, or eligibility for, a reduced rate of any such tax or assessment.

"Facility Termination Date" means the earliest of (i) the Scheduled Termination Date, (ii) the occurrence of any Conduit's Liquidity Termination Date, and (iii) the Amortization Date.

"Federal Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as amended and any successor statute thereto.

"Federal Funds Effective Rate" means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

"Final Payout Date" means the date on which all Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated.

"Finance Charges" means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

"Financing Lease" means any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP to be capitalized on a balance sheet of the lessee.

"Funding Agreement" means (i) this Agreement, (ii) the Liquidity Agreements, and (iii) any other agreement or instrument executed by any Funding Source with or for the benefit of any Conduit.

"Funding Source" means (i) any Liquidity Bank, (ii) any Enhancement Provider or (iii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to any Conduit.

"Group" means the Old Line Group, the Victory Group, or any other Group specified in an Assignment and Acceptance Agreement as the case may be.

"Indebtedness" means, of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of such Person's business and payable in accordance with customary practices and earn-outs and other similar obligations in respect of acquisition and other similar agreements), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all capital lease obligations of such Person,

(f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Equity Interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) net liabilities under interest rate swap, exchange or cap agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

"Indemnified Party" has the meaning set forth in Section 10.1.

"Independent Director" shall mean a member of the Board of Directors of Borrower who is not at such time, and has not been at any time during the preceding five (5) years: (A) a director, officer, employee or affiliate of any Originator or any of their respective Subsidiaries or Affiliates (other than Borrower), or (B) the beneficial owner (at the time of such individual's appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of Borrower, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights.

"Initial Closing Date" means the date on which the initial Advance was made under the Original Agreement.

"Interest" means for any Lender's LIBOR Loans or Alternate Base Rate Loans and any Settlement Period (or portion thereof), an amount equal to the sum of the following amounts calculated for each day in such Settlement Period (or portion thereof):

(a) with respect to the LIBOR Loans, the product of, for each LIBOR Loan of such Lender (i) the outstanding principal balance of such LIBOR Loan on such day, (ii) the applicable Interest Rate for such LIBOR Loan on such day and (iii) a fraction the numerator of which is one (1) and the denominator of which is 360; and

(b) with respect to the Alternate Base Rate Loans, the product of
(i) the outstanding principal balance on such Alternate Base Rate Loans on such date, (ii) the applicable Alternate Base Rate (or if the Default Rate shall be in effect, the Default Rate) on such day and (iii) a fraction the numerator of which is one (1) and the denominator of which is 365 or 366, as applicable.

"Interest Period" means, with respect to any LIBOR Loan, a period of one, two, three or six months, or such other period as may be mutually agreeable to the applicable Co-Agent and Borrower, commencing on a Business Day selected by the applicable Lender. Such Interest Period shall end on the day in the applicable succeeding calendar month which

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corresponds numerically to the beginning day of such Interest Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month. If any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case of any Interest Period for any Loan which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Interest Period shall end on the Amortization Date. The duration of each Interest Period which commences after the Amortization Date shall be of such duration as selected by the applicable Lender.

"Interest Rate" means, with respect to each LIBOR Loan or Alternate Base Rate Loan, the applicable LIBOR, Alternate Base Rate or Default Rate.

"Interest Reserve" means, for any Calculation Period, the product (expressed as a percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date times (iii) a fraction the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

"Lenders" means, collectively, Old Line, Victory, the Old Line Liquidity Banks, the Victory Liquidity Banks and their respective successors and permitted assigns.

"LIBOR" means, for any LIBOR Loan and any Interest Period:

(a) For members of the Old Line Group, (i) the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the principal amount of such LIBOR Loan offered for a term comparable to such Interest Period, which rates appear on Reuters Screen LIBOR 01 Page (or any successor or substitute page of such service, providing rate quotations comparable to those currently reported on such page of such service) effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, LIBOR for such LIBOR Loan and such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m.(New York time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the principal amount of such LIBOR Loan, divided by (ii) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves), if any, which is imposed against RBC in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period plus (iii) the Applicable Margin, as defined in the BSX Credit Agreement;

(b) For members of the Victory Group (i) either (A) the interest rate per annum designated as The Bank of Tokyo-Mitsubishi UFJ LIBO Rate for a period of time comparable to such Interest Period that appears on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on the second Business Day preceding the first day of such Interest Period for such LIBOR Loan or (B) if a rate cannot be determined under clause (i)(A), an annual rate equal to the average (rounded upwards if necessary to the nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars with a duration equal to such Interest Period in a principal amount substantially equal to such LIBOR Loan are offered to the principal London office of The Bank of Tokyo-Mitsubishi UFJ, Ltd. by three London banks, selected by the Victory Agent, at about 11:00 a.m. London time on the second Business Day preceding the first day of such Interest Period, plus (ii) the Applicable Margin, as defined in the BSX Credit Agreement; and

(c) For members of any other Group, the rate specified in the applicable Assignment and Acceptance Agreement.

"LIBOR Loan" means a Loan which bears interest at LIBOR.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Financing Lease having substantially the same economic effect as any of the foregoing).

"Liquidity Agreements" means, collectively, the Old Line Liquidity Agreement, the Victory Liquidity Agreement or the Liquidity Agreement of any other Group as specified in the applicable Assignment and Acceptance Agreement.

"Liquidity Bank" means:

(a) with respect to Old Line , (i) RBC or (ii) any Eligible Assignee of RBC's Commitment and Liquidity Commitment,

(b) with respect to Victory, (i) BTMU or (ii) any Eligible Assignee of BTMU's Commitment and/or Liquidity Commitment,

(c) with respect to any other Conduit, the financial institution specified in the Assignment and Acceptance Agreement pursuant to which such Conduit becomes a party to this Agreement,

in each of the foregoing cases, to which Borrower has consented if required under Section 12.1. A Liquidity Bank will become a "Lender" hereunder at such time as it makes any Liquidity Funding.

"Liquidity Commitment" means, as to each Liquidity Bank, its commitment under its respective Liquidity Agreement.

"Liquidity Funding" means (a) a purchase made by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in (or a loan made by any Liquidity Bank pursuant to its Liquidity Commitment in the amount equal to) a Loan of its applicable Conduit, or (b) any Loan made by the applicable Liquidity Banks in lieu of a Conduit pursuant to
Section 1.1 or, (c) any Loan made by a Conduit pursuant to its applicable Enhancement Agreement.

"Liquidity Termination Date" means, for any Group, August 6, 2008, (unless such date is extended from time to time in the sole discretion of the Liquidity Bank in such Group).

"Loan" means any loan made by a Lender to Borrower pursuant to this Agreement (including, without limitation, any Liquidity Funding). Each Loan shall either be a CP Rate Loan, an Alternate Base Rate Loan or a LIBOR Loan.

"Loan Parties" means (a) the Borrower, and (b) at any time it is acting as Servicer, BSX.

"Lockbox" means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.

"Loss Reserve" means, for any month, the product (expressed as a percentage) of (a) 2.0, times (b) the highest three-month rolling average Default Ratio during the 12 months ending on the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

"Material Adverse Effect" means a material adverse effect on (i) the financial condition or operations of (a) Servicer and its subsidiaries taken as a whole, or (b) the Borrower, (ii) the ability of any Loan Party to perform its obligations under this Agreement, (iii) the legality, validity or enforceability of this Agreement any other Transaction Document, (iv) the Administrative Agent's security interest in the Receivables generally or in any material portion of the Receivables or the proceeds thereof, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

"Material Proposed Addition" means a Person whom any Loan Party proposes to add as a "seller" under the Receivables Sale Agreement if either (i) the aggregate Outstanding Balance of such Person's receivables (on the proposal date) exceeds 10% of the weighted average Borrowing Base in effect on the proposal date, or (ii) the Outstanding Balance of such Person's receivables (on such proposal date), when aggregated with the receivables of all other Persons added as "sellers" under the Receivables Sale Agreement in the same calendar year (measured on the respective dates such other Persons became "sellers" under the Receivables Sale Agreement) exceeds 10% of the weighted average Borrowing Base in effect during such calendar year.

"Material Subsidiary" means any Subsidiary of BSX whose assets or income exceed(s) 5% of consolidated total assets or consolidated net income of BSX and its Subsidiaries, in each case, determined in accordance with GAAP.

"Monthly Report" means a report, in substantially the form of Exhibit IX hereto (appropriately completed), furnished by the Servicer to the Administrative Agent pursuant to Section 8.5.

"Monthly Reporting Date" means the 15th day of each calendar month after the date of this Agreement (or if any such day is not a Business Day, the next succeeding Business Day thereafter) or such other days of each calendar month as the Administrative Agent shall request in connection with Section 8.5 hereof.

"Moody's" means Moody's Investors Service, Inc.

"Net Pool Balance" means, at any time, the Eligible Receivables Balance reduced by the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor.

"Net Worth" means as of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time plus the outstanding amount of Demand Advances plus the amount of cash held by the Borrower, over (b) the sum of (i) the Aggregate Principal outstanding at such time, plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

"Obligations" means, at any time, any and all obligations or undertakings of or participation in any of the Loan Parties to any of the Secured Parties arising under or in connection with the Transaction Documents, whether now existing or hereafter arising, due or accrued, absolute or contingent, including, without limitation, obligations in respect of Aggregate Principal, CP Costs, Interest, fees under the Amended Fee Letters, Broken Funding Costs and Indemnified Amounts. "Obligor" means a Person obligated to make payments pursuant to a Contract.

"Obligor Concentration Limit" means, at any time, in relation to the aggregate outstanding principal balance of Receivables owed by any single obligor and its affiliates (if any), the applicable concentration limit for obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody's (or in the absence thereof, the equivalent long term unsecured senior debt ratings), determined according to the following table:

-------------------------- --------------------------- -------------------------
                                                        Allowable % of Eligible
        S&P Rating                Moody's Rating              Receivables
-------------------------- --------------------------- -------------------------
           A-1+                        P-1                        10%
-------------------------- --------------------------- -------------------------
            A-1                        P-1                        8%
-------------------------- --------------------------- -------------------------
            A-2                        P-2                        5%
-------------------------- --------------------------- -------------------------
            A-3                        P-3                        3%
-------------------------- --------------------------- -------------------------
Below A-3 or Not Rated by   Below P-3 or Not Rated by
  either S&P or Moody's       either S&P or Moody's               2%
-------------------------- --------------------------- -------------------------

; provided, however, that (a) if any obligor has a split rating, the applicable rating will be the lower of the two, (b) if any obligor is not rated by either S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, and (c) subject to rating agency approval and/or an increase in the Required Reserve Factor Floor, upon Borrower's request from time to time, the Co-Agents may agree to a higher percentage of Eligible Receivables for a particular obligor and its affiliates (each such higher percentage, a "Special Concentration Limit"), it being understood that any Special Concentration Limit may be cancelled by either Co-Agent upon not less than five (5) Business Days' written notice to Borrower (and, if such notice is given by only one of the Co-Agents, with a copy to the other Co-Agent). On the date of this Agreement, subject to its right to cancel same, each Co-Agent hereby agrees to a Special Concentration Limit of 4% for HCA, Inc.

"Old Line " has the meaning set forth in the preamble to this Agreement.

"Old Line Agent" has the meaning provided in the preamble to this Agreement.

"Old Line Allocation Limit" has the meaning set forth in Section 1.1(a).

"Old Line Fee Letter" means that certain Old Line Fee Letter, dated as of November 20, 2007, by and among BSX, Borrower, Old Line, the Old Line Agent, RBC and the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

"Old Line Group" has the meaning provided in the preamble to this Agreement.

"Old Line Liquidity Agreement" means, as applicable, (i) the Liquidity Asset Purchase Agreement, dated as of November 20, 2007, among Old Line, the Old Line Agent, and the Liquidity Banks from time to time party thereto and/or
(ii) the Liquidity Loan Agreement, dated as of November 20, 2007, among Old Line, the Old Line Agent and the Liquidity Banks from time to time party thereto as either of the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

"Old Line Liquidity Bank" means any Liquidity Bank that enters into this Agreement or an Old Line Liquidity Agreement.

"Organic Document" means, relative to any Person, its certificate of incorporation, its by-laws, its partnership agreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Equity Interests.

"Originator" means (a) BSX in its capacity as a seller under the Receivables Sale Agreement, and (b) each of BSX's domestic wholly-owned Subsidiaries that hereafter becomes a seller under the Receivables Sale Agreement by executing a Joinder Agreement in accordance with the terms thereof.

"Outstanding Balance" of any Receivable at any time means the then outstanding principal balance thereof.

"Past Due Ratio" means, on any date of determination, a percentage equal to (i) the sum of (a) the aggregate Outstanding Balance of all Delinquent Receivables as of the last date of the Calculation Period then most recently ended, plus (b) the aggregate Outstanding Balance of all Receivables that became Defaulted Receivables during the Calculation Period then most recently ended, divided by (ii) the average of the aggregate initial Outstanding Balances of all Receivables generated during the Collection Periods ended eight and nine Calculation Periods prior to the date of determination.

"PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto.

"Percentage" means, for each Group on any date of determination, the ratio which the sum of the Commitments for all Liquidity Banks in that Group bears to the Aggregate Commitment.

"Prescribed Forms" means such duly executed form(s) or statement(s), and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of residence of the Indemnified Party providing the form(s) or statement(s), (b) the Code or (c) any applicable rule or regulation under the Code, required and permitted by law to be provided by the Indemnified Party, as exhibits, to Borrower in order to permit Borrower to make payments hereunder for the account of such Indemnified Party free of deduction or withholding for income or similar taxes.

"Prime Rate" means, for any Group, a rate per annum equal to the prime rate of interest announced from time to time by its Co-Agent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

"Pro Rata Share" means, for each Liquidity Bank, a percentage equal to the Commitment of such Liquidity Bank, divided by the Aggregate Commitment.

"Ratable Share" means with respect to the Liquidity Banks in each Group, the ratio each Liquidity Bank's Liquidity Commitment bears to the total Liquidity Commitment of all Liquidity Banks in such Group.

"RBC" means Royal Bank of Canada, a Canadian chartered bank, acting through a New York branch, in its individual capacity and its capacity as an Agent.

"Receivable" has the meaning set forth in the Receivables Sale Agreement.

"Receivables Sale Agreement" means that certain Amended and Restated Receivables Sale Agreement, dated as of November 7, 2007, by and between the Originators, as sellers, and Borrower, as buyer, as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof and hereof.

"Records" means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer

programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

"Regulatory Change" means any change after the date of this Agreement in United States (federal, state or municipal) or foreign laws, regulations (including Regulation D) or accounting principles or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks (including the Liquidity Banks) of or under any United States (federal, state or municipal) or foreign laws, regulations (whether or not having the force of law) or accounting principles by any court, governmental or monetary authority, or accounting board or authority (whether or not part of government) charged with the establishment, interpretation or administration thereof. For the avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute a Regulatory Change.

"Related Security" means, for purposes of this Agreement:

(i) all of Borrower's right, title and interest in and to the "Related Security" under and as defined in the Receivables Sale Agreement,

(ii) all of the Borrower's right, title and interest in, to and under the Receivables Sale Agreement,

(iii) all of the Borrower's right, title and interest in and to the Demand Advances, and

(iv) all proceeds of any of the foregoing.

"Required Liquidity Banks" means, at any time, Liquidity Banks with Commitments in excess of 66-2/3% of the Aggregate Commitment.

"Required Notice Period" means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below:

        Aggregate                          Required Notice
        Reduction                              Period

less than 25% of the                       2 Business Days
Aggregate Commitment

greater than or equal to                   5 Business Days
25% but less than 50% of the
Aggregate Commitment

greater than or equal to 50% of            10 Business Days
the Aggregate Commitment

"Required Reserve" means, on any day during a Calculation Period, the product of (a) the greater of (i) the Reserve Floor and (ii) the sum of the Loss Reserve, the Interest

Reserve, the Dilution Reserve and the Servicing Reserve, times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period.

"Requirements of Law" means as to any Person, (a) its Organic Documents, and any (b) law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Reserve Floor" means, for any Calculation Period, the sum (expressed as a percentage) of (a) 10%, provided that the long term unsecured debt rating of BSX is, in the case of S&P, BB or better or, in the case of Moody's, Ba2 or better, or 15% if such long term unsecured debt rating is less than BB or Ba2, respectively plus (b) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio plus (c) the Interest Reserve plus (d) the Servicing Reserve, in each case, as of the immediately preceding Cut-Off Date.

"Response Date" has the meaning set forth in Section 1.8.

"Restricted Junior Payment" means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Borrower now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Borrower now or hereafter outstanding, and (v) any payment of management fees by Borrower (except for reasonable management fees to BSX or its Affiliates in reimbursement of actual management services performed).

"Revolving Period" means that period from and after the date hereof through but excluding the Facility Termination Date.

"S&P" means Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc.

"Scheduled Termination Date" means, as to each Liquidity Bank, the earlier to occur of August 6, 2008 and the date on which its Liquidity Commitment terminates in accordance with the Liquidity Agreement to which it is a party, in either of the foregoing cases, unless extended by agreement of such Liquidity Bank in accordance with Section 1.8.

"SEC" means the Securities and Exchange Commission or any successor or analogous Governmental Authority.

"Secured Parties" means the Indemnified Parties.

"Servicer" means at any time the Person (which may be the Administrative Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.

"Servicing Fee" means, for each day in a Calculation Period:

(a) an amount equal to (i) the Servicing Fee Rate at any time while BSX or one of its Affiliates is the Servicer, times (ii) the aggregate Outstanding Balance of all Receivables at the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (iii) 1/360; or

(b) on and after the Servicer's reasonable request made at any time when BSX or one of its Affiliates is no longer acting as Servicer hereunder, an alternative amount specified by the successor Servicer not exceeding (i) 110% of such Servicer's reasonable costs and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (ii) the number of days in the current Calculation Period, in either case, payable in arrears.

"Servicing Fee Rate" means 1.0% per annum.

"Servicing Reserve" means, for any month, the product (expressed as a percentage) of (a) 1%, times (b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 months and the denominator of which is 360.

"Settlement Date" means (A) the 3rd Business Day after each Monthly Reporting Date, and (B) the last day of the relevant Interest Period in respect of each LIBOR Loan.

"Settlement Period" means, with respect to each Settlement Date, (A) in respect of each LIBOR Loan (except as provided in following clause (B)) and Alternate Base Rate Loan, the immediately preceding Calculation Period and (B) in respect of each LIBOR Loan and the month in which its Interest Period ends, the period beginning on (and including) the day after the last day through which Interest was paid thereon and ending on (but not including) the last day of such Interest Period.

"Solvent" and "Solvency" means, for any Person on a particular date, that on such date (a) the fair value of the Property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts and liabilities beyond such Person's ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person's Property would constitute an unreasonably small capital.

"Subsidiary" of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability

company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

"Tax" or "Taxes" means all license and registration fees and all income, gross receipts, rental, franchise, excise, occupational, capital, value added, sales, use, ad valorem (real and personal), property (real and personal) and excise taxes, fees, levies, imposts, charges or withholdings of any nature whatsoever, together with any assessments, penalties, fines, additions to tax and interest thereon, by any federal, state or local government or taxing authority in the United States or by any foreign government, foreign governmental subdivision or other foreign or international taxing authority.

"Termination Date" means the earliest to occur of: (a) the last Scheduled Termination Date of any Liquidity Bank; (b) the date designated by the Borrower as the "Termination Date" on not less than fifteen (15) Business Days' notice to the Co-Agents, provided that on such date the Obligations have been paid in full; (c) the date specified in Section 9.2 (including, without limitation, any such specified date following any Co-Agent's failure to approve a requested waiver hereunder); and (d) the 90th day after any requested amendment to this Agreement (as opposed to a requested waiver hereunder) is not approved by the Co-Agents within 30 days after receipt of such request (unless such proposed amendment is approved by one Co-Agent and the Obligations owing dissenting Co-Agent's Group(s) are paid in full on or within 60 days after such 30th day).

"Transaction Documents" means, collectively, this Agreement (including any Assignment and Acceptance Agreements), each Borrowing Request, the Receivables Sale Agreement, each Joinder Agreement, each Collection Account Agreement, the Amended Fee Letters, each of the Subordinated Notes (as defined in the Receivables Sale Agreement), the Liquidity Agreements and all other instruments, documents and agreements executed and delivered in connection herewith.

"UCC" means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

"Unmatured Amortization Event" means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

"Victory" has the meaning provided in the preamble of this Agreement.

"Victory Agent" has the meaning provided in the preamble of this Agreement.

"Victory Allocation Limit" has the meaning set forth in Section 1.1(b).

"Victory Fee Letter" means that certain Victory Fee Letter, dated as of August 16, 2002, by and among BSX, Borrower and the Victory Agent, as the same may be amended, restated or otherwise modified from time to time.

"Victory Group" has the meaning provided in the preamble of this Agreement.

"Victory Liquidity Agreement" means, collectively, the Liquidity Agreement, dated as of August 16, 2002, among Victory, the Victory Agent, and the Victory Liquidity Banks from time to time party thereto and the related Asset Purchase Agreement, as each may be amended, restated, supplemented, replaced or otherwise modified from time to time.

"Victory Liquidity Bank" means any Liquidity Bank that now or hereafter enters into this Agreement and the Victory Liquidity Agreement.

B. Other Interpretive Matters. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; (m) "during the continuance of an Amortization Event" means that an Amortization Event has occurred and has not been waived and (n) the preamble and recitals shall constitute a part of this Agreement.

EXHIBIT II

FORM OF BORROWING REQUEST

[Borrower's Name]
BORROWING REQUEST

For Borrowing on _____________

Royal Bank of Canada, as Old Line Agent
2751 Centerville Road, Suite 212
Wilmington, DE 19808

Attention: Kim Wagner, Fax No. (302) 892-5900

and

[SPECIFY Co-Agent]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

1. The [Servicer, on behalf of the] Borrower hereby certifies, represents and warrants to the Agents and the Lenders that on and as of the Borrowing Date (as hereinafter defined):

(a) all applicable conditions precedent set forth in Article V of the Credit Agreement have been satisfied;

(b) each of its representations and warranties contained in Section 6.1 of the Credit Agreement will be true and correct, in all material respects, as if made on and as of the Borrowing Date; provided, however, that so long as each of the Liquidity Banks remains a party

II-1

to the BSX Credit Agreement, in no event will any Loan Party be required to "date-down" its representation in Section 6.1(b) or 6.1(g);

(c) no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured Amortization Event;

(d) the Termination Date has not occurred; and

(e) after giving effect to the Loans comprising the Advance requested below, the aggregate principal amount of the Old Line Group's Loans at any one time outstanding will not exceed the Old Line Allocation Limit, and the aggregate principal amount of the Victory Group's Loans at any one time outstanding will not exceed the Victory Allocation Limit [and the aggregate principal amount of [SPECIFY Group's] Loans at any one time outstanding will not exceed [SPECIFY GROUP] Allocation Limit.].

2. The [Servicer, on behalf of the] Borrower hereby requests that the Conduits (or their respective Liquidity Banks) make an Advance on ___________, _____ (the "Borrowing Date") as follows:

(a) Aggregate Amount of Advance: $__________

(i) Old Line Group's Amount of Advance: $___________

(ii) Victory Group's Amount of Advance: $___________

(iii) [SPECIFY Group's] Amount of Advance: $___________

3. Please disburse the proceeds of the Loans as follows:

(i) Old Line Group: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________]; and

(ii) Victory Group: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

(iii) [SPECIFY Group]: [Apply $________ to payment of principal and interest of existing Loans due on the Borrowing Date]. [Apply $______ to payment of fees due on the Borrowing Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

II-2

IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this Borrowing Request to be executed and delivered as of this ____ day of ___________, _____.

[_______________________, as Servicer, on behalf of:] _________________________, as Borrower

By:

Name:
Title:

------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Legal Name of       Prior Legal Name,   Organizational     Jurisdiction       Chief Executive       Locations of
Loan Party          Trade Name or       ID                 of Organization    Office                Records and
                    Assumed Name                                                                    material Contracts
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   None                0874815            Delaware           One Boston            One Boston
Corporation                                                                   Scientific Place,     Scientific Place,
                                                                              Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   Boston Scientific   3541726            Delaware           One Boston            One Boston
Funding LLC         Funding                                                   Scientific Place,     Scientific Place,
                    Corporation                                               Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------

-------------------------- --------------- --------- ------- ------------------

    Collection Bank           Account       Lockbox   Notes      Lockbox Site
-------------------------- --------------- --------- ------- ------------------

 Wachovia Bank, National    2014154639256    #6205            Philadelphia, PA
Association (f.k.a. First
  Union National Bank)                      #812638           Los Angeles, CA

                                            #951653           Dallas, TX

EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: Royal Bank of Canada, as Old Line Agent and as Administrative Agent The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Victory agent
[Specify other Co-Agent]

This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit and Security Agreement dated as of November 7, 2007 among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer (the "Servicer"), Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent (the "Agreement").

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected _________________ of [Borrower/Servicer] (the "Company").

2. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 4 below].

[3. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event: _______________]

4. The financial statements accompanying this certificate are complete and correct in all material respects and have been prepared in reasonable detail and in accordance with GAAP; provided that it is hereby acknowledged that the quarterly financial statements delivered herewith may not include all of the information and footnotes required by GAAP for complete annual financial statements. The financial statements accompanying this certificate present fairly the [consolidated] financial position of [the Servicer and its consolidated subsidiaries][the Borrower] in all material respects as of the date hereof and the [consolidated] results of operations for the period covered thereby.

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered as of ______________, 20__.

By: __________________________ Name:

Title:

EXHIBIT VI

FORM OF COLLECTION ACCOUNT AGREEMENT

[See Attached]

VI-1

EXHIBIT VII

EXHIBIT VII-1

FORM OF COMMITMENT REDUCTION NOTICE

[Borrower's Name]

COMMITMENT REDUCTION NOTICE

Date:_________________

To: Royal Bank of Canada, as Old Line Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Victory Agent [Specify other Co-Agent]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

The [Servicer, on behalf of the] Borrower hereby irrevocably notifies the Co-Agents of the following reduction in the Aggregate Commitment:
Amount of Aggregate Commitment in effect on the date hereof: $_________ Aggregate Reduction requested: $_____________ Old Line Group's amount of reduction: $_____________ Victory Group's amount of reduction: $____________
[Other Group's amount of reduction: $_________] Effective date of reduction: ________________, 20 __ (which date is not less than five (5) Business Days after the date hereof).
Amount of Aggregate Commitment that will be in effect after giving effect to the foregoing Aggregate Reduction: $____________ Old Line Group's amount of revised Aggregate Commitment: $_____________ Victory Group's amount of revised Aggregate Commitment: $_____________
[Other Group's amount of revised Aggregate Commitment: $__________] The [Servicer, on behalf of the] Borrower hereby certifies to the Co-Agents that, after giving effect to the foregoing reduction in the Aggregate Commitment:

VII-1-1

The amount of the Aggregate Commitment will not have been reduced below the Aggregate Principal unless accompanied by a prepayment pursuant to Section 1.5 of the Credit Agreement in the amount necessary to ensure that the Aggregate Principal does not exceed the Aggregate Commitment; The amount of the Aggregate Commitment will not be less than $100,000,000 unless the Aggregate Commitment is terminated in full; and All accrued and unpaid fees, including Broken Funding Costs, if any, shall be payable on the effective date of any termination of the Aggregate Commitment.

IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this Commitment Reduction Notice to be executed and delivered as of this ____ day of _________, _____.

[__________________, as Servicer, on behalf of:] _____________________, as Borrower

By:

Name:
Title:

VII-1-2

EXHIBIT VII-2

FORM OF COMMITMENT INCREASE REQUEST

[Borrower's Name]

COMMITMENT INCREASE REQUEST

Date:_________________

To: Royal Bank of Canada, as Old Line Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Victory Agent [Specify other Co-Agent]

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

The [Servicer, on behalf of the] Borrower hereby irrevocably requests the Co-Agents to increase the Aggregate Commitment as follows:
Amount of Aggregate Commitment in effect on the date hereof: $_________ Aggregate increase requested: $_____________ Old Line Group's amount of requested increase: $_____________ Victory Group's amount of requested increase: $____________
[Other Group's amount of reduction: $_________] If approved, effective date of increase: ________________, 20 __ (which date is not less than fifteen (15) Business Days after the date hereof).
Amount of Aggregate Commitment that will be in effect after giving effect to the foregoing aggregate increase: $____________ Old Line Group's amount of revised Aggregate Commitment: $_____________ Victory Group's amount of revised Aggregate Commitment: $_____________
[Other Group's amount of revised Aggregate Commitment: $__________] The [Servicer, on behalf of the] Borrower hereby represents and warrants to the Co-Agents and the Lenders that on and as of the effective date the requested increase in the Aggregate Commitments that:
each of its representations and warranties contained in Section 6.1 of the Credit Agreement will be true and correct, in all material respects, as if made on and as of such effective date; provided, however, that so long as each of the Liquidity Banks remains a party to the BSX Credit

VII-2-1

Agreement, in no event will any Loan Party be required to "bring-down" its representation in Section 6.1(b) or 6.1(g); no event will have occurred and is continuing, or would result from the requested increase that constitutes an Amortization Event or Unmatured Amortization Event; and the Termination Date has not occurred.

IN WITNESS WHEREOF, the [Servicer, on behalf of the] Borrower has caused this Commitment Increase Request to be executed and delivered as of this _____ day of ______________, ____.

[__________________, as Servicer, on behalf of:] _____________________, as Borrower

By:

Name:
Title:

VII-2-2

EXHIBIT VII-3

FORM OF COMMITMENT INCREASE RESPONSE

[Old Line/Victory/Other] Group

COMMITMENT INCREASE RESPONSE

Date:_________________

To: Boston Scientific Funding LLC, and
Boston Scientific Corporation, as Servicer

Ladies and Gentlemen:

Reference is made to the Amended and Restated Credit and Security Agreement dated as of November 7, 2007 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement") among Boston Scientific Funding LLC, a Delaware limited liability company (the "Borrower"), Boston Scientific Corporation, a Delaware corporation as initial Servicer, Old Line Funding, LLC, Victory Receivables Corporation, various Liquidity Banks, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Co-Agent, and Royal Bank of Canada, as a Co-Agent and Administrative Agent. Capitalized terms defined in the Credit Agreement are used herein with the same meanings.

On ____________, 20__, you requested that the [Old Line/Victory] Group increase its share of the Aggregate Commitment by $_____________ (the "Group's Requested Increase Share") effective on ____________, 20__, (the "Increase Effective Date"). Please be advised that the [Old Line/Victory/Other] Group is agreeable to increasing its share of the Aggregate Commitment by $_____________
[insert a dollar amount from and including $0 to and including an amount equal to the Group's Requested Increase Share] on the Increase Effective Date.

Very truly yours,

[CO-AGENT'S NAME], as [Old Line/Victory/Other] Agent

By:______________________ Name:

Title:

[By: ______________________ Name:

Title:]

VII-3-1

EXHIBIT VIII

CREDIT AND COLLECTION POLICY

See Exhibit C to Receivables Sale Agreement

VIII-1

EXHIBIT IX

FORM OF MONTHLY REPORT

[See Attached]

------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Legal Name of       Prior Legal Name,   Organizational     Jurisdiction       Chief Executive       Locations of
Eligible            Trade Name or       ID                 of Organization    Office                Records and
Originator          Assumed Name                                                                    material Contracts
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------
Boston Scientific   None                0874815            Delaware           One Boston            One Boston
Corporation                                                                   Scientific Place,     Scientific Place,
                                                                              Natick,               Natick,
                                                                              Massachusetts 01760   Massachusetts 01760

                                                                                                    Maple Grove,
                                                                                                    Minnesota 55311

                                                                                                    500 Commander Shea
                                                                                                    Blvd., Quincy,
                                                                                                    Massachusetts  02171
------------------- ------------------- ------------------ ------------------ --------------------- ---------------------

EXHIBIT XI

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

Dated [________________]

Reference is made to the Amended and Restated Credit and Security Agreement, dated as of November 7, 2007 by and among Boston Scientific Funding LLC, as Borrower, Boston Scientific Corporation, as Servicer, Old Line Funding, LLC, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a Lender and as a Co-Agent, and Royal Bank of Canada, as a Lender, as a Co-Agent and as Administrative Agent, as amended (as amended, supplemented and otherwise modified prior to the date hereof, the "Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Agreement.

WHEREAS, [________] ("Conduit Assignor") wishes to assign [__]% of its outstanding Loans to [______________] ("Conduit Assignee") and, subject to the terms hereof, Conduit Assignee is willing to accept the Loans so assigned;

WHEREAS, [________] ("Committed Lender Assignor") wishes to assign to
[_______] ("Committed Lender Assignee") [__]% of its Commitment and its obligation to make Loans from time to time under the Agreement and, subject to the terms hereof, Committed Lender Assignee is willing to assume the Commitment so assigned and the obligation to make Loans from time to time under the Agreement; and

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption. (a) In consideration of Conduit Assignee's payment of $[_______] to (or at the direction of) Conduit Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Conduit Assignor as of the date hereof under the Agreement (the "Assignment Price"), Conduit Assignor hereby sells and assigns to Conduit Assignee, without recourse and (except as set forth in
Section 2) without representation or warranty, and Conduit Assignee hereby purchases and accepts from Conduit Assignor, all of Conduit Assignor's right, title and interest in, to and under such assigned Loans owing to Conduit Assignor on the date hereof, together with a proportionate share of Conduit Assignor's right, title and interest in and to the Collateral and all of Conduit Assignor's rights under the Agreement and the other Transaction Document.

(b) In connection with the assignment and acceptance effected pursuant to preceding clause (a) (and in consideration thereof), Committed Lender Assignor hereby assigns to Committed Lender Assignee, without recourse and (except as set forth in Section 2) without representation or warranty,
[__]% of Committed Lender Assignor's entire Commitment (in the amount of $[________]) and its obligation to make Loans from time to time under the Agreement, and Committed Lender Assignee hereby assumes the Commitment so assigned and the obligation to make Loans from time to time under the Agreement in accordance with (and subject to the terms of) the Agreement. For the

avoidance of doubt, Committed Lender Assignor and Committed Lender Assignee acknowledge and agree that Committed Lender Assignor does not hereby assign to Committed Lender Assignee all or any portion of Committed Lender Assignor's Liquidity Commitment and Committed Lender Assignee does not hereby assume all or any portion of Committed Lender Assignor's Liquidity Commitment.

(c) [Without limiting the generality of the foregoing, on the date hereof (after giving effect to all other payments and distributions made by, or on behalf of the Borrower on the date hereof), the Borrower (or the Servicer, acting on behalf of the Borrower) agrees to pay $[______] to the
[Assignor Group] Agent, on behalf of Conduit Assignee and the Committed Lender Assignor, representing all accrued and unpaid interest, fees and all other Obligations due and owing it and/or them through (but excluding) the date hereof with respect to the assigned Loans (other than amounts in respect of principal of the Loans owing to Conduit Assignee).][Include, if applicable]

2. Representations and Disclaimers of Conduit Assignor and Committed Lender Assignor.

(a) Each of Conduit Assignor and Committed Lender Assignor represents and warrants, as to itself, that it is the legal and beneficial owner of the interests being assigned by it hereunder and that such interest is free and clear of any adverse claim;

(b) [Each of Conduit Assignor and Committed Lender Assignor represents and warrants, as to itself, that after giving effect to the payments contemplated in Section 1(a) and (c) hereof, all Obligations owing to it shall have been paid in full;][Include if all of Assignor's Loans are being assigned.]

(c) Each of Conduit Assignor and Committed Lender Assignor represents and warrants, as to itself, that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

(d) Neither Conduit Assignor nor Committed Lender Assignor makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transaction Documents or any other instrument or document furnished pursuant thereto; and

(e) Neither Conduit Assignor nor Committed Lender Assignor makes any representation or warranty or assumes any responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Transaction Documents.

XI-2

3. Representations and Agreements of Conduit Assignee and Committed Lender Assignee.

(a) Each of Conduit Assignee and Committed Lender Assignee confirms that it has received copies of the Transaction Documents and such other information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance Agreement;

(b) Each of Conduit Assignee and Committed Lender Assignee agrees that it will, independently and without reliance upon Conduit Assignor, Committed Lender Assignor or any other person and based on such Transaction Documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transaction Documents;

(c) Each of Conduit and Committed Lender Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Transaction Documents and this Assignment and Acceptance Agreement are required to be performed by it; and

(d) Each of Conduit Assignee and Committed Lender Assignee represents and warrants, as to itself, that this Assignment and Acceptance Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof.

4. Agreement to Maintain Confidentiality. Each of Conduit Assignee and Committed Lender Assignee agrees to abide by the provisions of Section 14.5 of the Agreement.

5. Effect of Assignment and Acceptance. (a) Upon execution and delivery of this Assignment and Acceptance Agreement by Conduit Assignor, Committed Lender Assignor, Conduit Assignee and Committed Lender Assignee, the acknowledgement and agreement hereto by the Borrower, the Servicer and [Any other Party], payment by Conduit Assignee of the Assignment Price as provided in
Section 1(a) [and payment by, or on behalf of, Borrower of the amount set forth in Section 1(c)], (i) Conduit Assignee shall be a party to the Agreement as a Conduit and shall have all of the rights and obligations of a Conduit thereunder, (ii) Committed Lender Assignee shall be a party to the Agreement as a Committed Lender and/or Liquidity Bank, as applicable, and shall have all of the rights and obligations of a Committed Lender and/or Liquidity Bank thereunder, and (iii) each of Conduit Assignor and Committed Lender Assignor shall relinquish all of its respective rights and be released from its respective obligations (if any) [with respect to the Loans, Collateral and Commitment assigned hereunder] under the Agreement and the other Transaction Documents.

(b) Immediately after giving effect to the assignments and assumptions effected by this Assignment and Acceptance Agreement, (i) Committed Lender Assignee's Commitment shall be $[____________], the aggregate outstanding principal of all Loans owing to Conduit Assignee shall be $[________] and the Percentage for the Group which includes Conduit Assignee and Committed Lender Assignee shall be [__]%

XI-2

and (ii) Committed Lender Assignor's Commitment shall be $[______], the aggregate outstanding principal of all Loans owing to Conduit Assignor shall be $[________] and the percentage for the Group which includes the Conduit Assignor and Committed Lender Assignor shall be [__]%.

(c) [After giving effect to the assignments and assumptions effected by this Assignment and Acceptance Agreement, all reimbursement, indemnity and similar provisions contained in the Transaction Documents which, by their terms, inure to the benefit of the Lenders and/or the Co-Agents, shall continue to inure to Conduit Assignor's and Committed Lender Assignee's benefit, as applicable, as to any actions taken or omitted to be taken by it while it was a party to the Agreement or any other Transaction Document.][Include if all of Assignor's rights being assigned.]

(d) Schedule I attached hereto sets forth information (as such information may be changed from time to time in accordance with the Agreement) relating to the Conduit Assignee, the Committed Lender Assignee and its Co-Agent and the related Group. Such Schedule I shall be deemed to amend the Agreement without any further action of any party to the Agreement.

6. Further Assurances. Each of Conduit Assignor, Committed Lender Assignor, Conduit Assignee and Committed Lender Assignee agrees that from time to time, at the Borrower's expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable to more fully effect the purposes of this Assignment and Acceptance Agreement.

7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

XI-4

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[__________________], as Conduit Assignor

By: _____________________________ Name:

Title:

[__________________],
as Committed Lender Assignor and Co-Agent for
Conduit Assignor and Committed Lender Assignor

By: _____________________________
Name:
Title:

[__________________],
as Conduit Assignee

By: _____________________________
Name:
Title:

[__________________],
as a Committed Lender Assignee, as a Liquidity
Bank, and as a Co-Agent for Conduit Assignee and
Committed Lender Assignee

By: _____________________________
Name:
Title:

Acknowledged and Agreed:

BOSTON SCIENTIFIC CORPORATION,
as Servicer

By: ___________________________
Name:
Title:

BOSTON SCIENTIFIC FUNDING LLC,
as Borrower

By: ___________________________
Name:
Title:

ROYAL BANK OF CANADA, as Administrative Agent,

By: ___________________________
Name:
Title:

[OTHER PARTY, as required]

By: ___________________________
Name:
Title:

Schedule I to Assignment and Acceptance Agreement

Conduit:

Co-Agent:

Committed Lender(s):

Group:

Liquidity Bank(s):

Commitment:

"Liquidity Agreement" means [SPECIFY]

"[Group] Allocation Limit" means [SPECIFY]

"LIBOR", for such Group, means [SPECIFY].

Notice Addresses:

-------------------------------------- ------------------------------------
               Lender                              Commitment
-------------------------------------- ------------------------------------
Old Line                               None
-------------------------------------- ------------------------------------
Royal Bank of Canada                   $210,000,000
-------------------------------------- ------------------------------------
Victory                                $140,000,000 (less amounts funded
                                       under BTMU's Commitment)
-------------------------------------- ------------------------------------
BTMU                                   $140,000,000 (less amounts funded
                                       under Victory's Commitment)
-------------------------------------- ------------------------------------

------------------------------------------------------------ ------------------- --------------------
                                                                                      Drafting
                         Document                               Signatories        Responsibility
------------------------------------------------------------ ------------------- --------------------
------------------------------------------------------------ ------------------- --------------------
1.   Receivables Sale Agreement ("RSA")                      Originator          L&W
                                                             SPC
------------------------------------------------------------ ------------------- --------------------
o        Annex A to RSA - Definitions                        n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit A to RSA - Form of Purchase Report          n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit B to RSA - Form of Subordinated Note        n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit C to RSA - Credit and Collection Policy     n/a                 BSX
------------------------------------------------------------ ------------------- --------------------
o        Exhibit D to RSA - Form of Joinder Agreement        n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Schedule 2.1(r) to RSA - Originator's               n/a                 BSX
         Organizational ID Number; Chief Executive Office
         Address; Locations of Records; Prior Names
------------------------------------------------------------ ------------------- --------------------
2.   A certificate of Originator's Assistant Secretary       BSX                 S&S
certifying:
         (a) the names and true signatures of the officers
authorized on Originator's behalf to sign the Transaction
Documents to be delivered by it;
         (b) an attached copy of resolutions of
Originator's board of directors, authorizing the
Transaction Documents to be delivered by it and the
transactions contemplated thereby; and
         (c) an attached copy of Originator's by-laws.
------------------------------------------------------------ ------------------- --------------------
3.   A good standing certificate for Originator issued as    n/a                 S&S
of a recent date by the Secretary of State of Delaware
------------------------------------------------------------ ------------------- --------------------
4.   Originator's Certificate of Incorporation recently      n/a                 S&S
certified by the Secretary of State of Delaware.
------------------------------------------------------------ ------------------- --------------------
5.   A certificate of SPC's Secretary certifying:            BSX                 S&S
         (a) the names and true signatures of the officers
authorized on SPC's behalf to sign the Transaction
Documents to be delivered by it;

         (b) an attached copy of resolutions of SPC's
board of directors, authorizing the Transaction Documents
to be delivered by it and the transactions contemplated
thereby; and
         (c) an attached copy of SPC's by-laws.
------------------------------------------------------------ ------------------- --------------------
6.   A good standing certificate for SPC issued as of a      n/a                 S&S
recent date by the Secretary of State of Delaware
------------------------------------------------------------ ------------------- --------------------
7.   SPC's Certificate of Incorporation recently certified   n/a                 S&S
by the Secretary of State of Delaware.
------------------------------------------------------------ ------------------- --------------------
8.   [Intentionally Deleted]                                 n/a                 S&S
------------------------------------------------------------ ------------------- --------------------
9.   Independent Director's Agreement                        BSX                 S&S
                                                             SPC
                                                             Ind. Dir.
------------------------------------------------------------ ------------------- --------------------
10.  UCC, tax and judgment lien searches against             n/a                 S&S
Originator in the relevant central and local filing
offices in the state where (a) it was incorporated and (b)
it maintains its chief executive office
------------------------------------------------------------ ------------------- --------------------
11.  Termination Statements with respect to any liens        n/a                 S&S
revealed in the above searches
------------------------------------------------------------ ------------------- --------------------
12.  Delaware UCC financing statement naming Originator,     n/a                 L&W
as debtor, SPC, as assignor/secured party, and the
Administrative Agent, as assignee of secured party
------------------------------------------------------------ ------------------- --------------------
13.  Subordinated Note                                       SPC                 L&W
------------------------------------------------------------ ------------------- --------------------
14.  Corporate/UCC Opinion                                   S&S                 S&S
------------------------------------------------------------ ------------------- --------------------
15.  True sale and non-consolidation Opinion(s)              S&S                 S&S
------------------------------------------------------------ ------------------- --------------------
16.  A certificate from an officer of Originator             BSX                 S&S
to the effect that (a) each of the
representations and warranties set forth in the
RSA is true and correct as of the closing date,
(b) the Sale Termination Date has not occurred,
and (c) Originator has placed on the most recent,
and has taken all steps reasonably necessary to
ensure that there shall be placed on each
subsequent, summary aged trial balance report the
following legend (or the substantive equivalent
thereof):  "PROPERTY OF BOSTON SCIENTIFIC FUNDING
LLC"
------------------------------------------------------------ ------------------- --------------------

------------------------------------------------------------ ------------------- --------------------
17.  Credit and Security Agreement ("CSA")                   All                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit I to CSA:   Definitions                     n/a                 L&W
------------------------------------------------------------ ------------------- --------------------

o        Exhibit II to CSA:  Form of Borrowing Request       n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit III to CSA:  Jurisdictions of               n/a                 L&W
         Organization and Chief Executive Offices of the
         Loan Parties; Location of Records; Organizational
         identification Numbers
------------------------------------------------------------ ------------------- --------------------
o        Exhibit IV  to CSA:  Names of Collection  Banks;    n/a                 Wachovia
         Collection Accounts
------------------------------------------------------------ ------------------- --------------------
o        Exhibit V to CSA:  Form of Compliance Certificate   n/a                 L&W
------------------------------------------------------------ ------------------- --------------------
o        Exhibit VI to CSA: Form of Collection Account       n/a                 BSX
         Agreement
------------------------------------------------------------ ------------------- --------------------
o        Exhibit VII to CSA: [Intentionally Omitted]         n/a                 BSX
------------------------------------------------------------ ------------------- --------------------
o        Exhibit VIII to CSA:  Credit and Collection Policy  n/a                 BSX
------------------------------------------------------------ ------------------- --------------------
o        Exhibit IX to CSA: Form of Monthly Report
------------------------------------------------------------ ------------------- --------------------
o        Exhibit X to CSA: Eligible Originators
------------------------------------------------------------ ------------------- --------------------
o        Schedule A to CSA: Commitments
------------------------------------------------------------ ------------------- --------------------
o        Schedule Bto CSA: Closing Documents
------------------------------------------------------------ ------------------- --------------------
o        Schedule 14.2 to CSA: Notices
------------------------------------------------------------ ------------------- --------------------
18.  Collection Account Agreement(s) with respect to each    BSX                 L&W
Lockbox and associated account (all are at Wachovia)         SPC
                                                             Admin. Agent
                                                             Wachovia

------------------------------------------------------------ ------------------- --------------------
19.  Amended Fee Letters (2)                                 [BSX]               L&W
                                                             SPC
                                                             Co-Agents
------------------------------------------------------------ ------------------- --------------------
20.  Monthly Report as of month-end prior to closing         BSX                 BSX/ Wachovia
------------------------------------------------------------ ------------------- --------------------
21.  A certificate of an Authorized Officer of each of the   BSX                 S&S
Loan Parties certifying that as of the date of the initial   SPC
Advance, no Amortization Event or Unmatured Amortization
Event exists and is continuing
------------------------------------------------------------ ------------------- --------------------
22.  Borrowing Notice                                        SPC                 BSX
------------------------------------------------------------ ------------------- --------------------
23.  Delaware UCC Financing Statement naming SPC as debtor   n/a                 L&W
and the Administrative Agent as secured party
------------------------------------------------------------ ------------------- --------------------
24.  CSA Corporate/UCC Opinion                               S&S                 S&S
------------------------------------------------------------ ------------------- --------------------
25.  UCC, tax and judgment lien searches against SPC in      n/a                 S&S
Delaware
------------------------------------------------------------ ------------------- --------------------

26.  Opinion back-up certificates                            BSX                 S&S
                                                             SPC
------------------------------------------------------------ ------------------- --------------------

------------------------------------------------------------ ------------------- --------------------
27.  Liquidity Agreement for VFCC                            Wachovia            L&W
                                                             VFCC
------------------------------------------------------------ ------------------- --------------------

------------------------------------------------------------ ------------------- -------------------- --------------
                                                                                      Drafting
                         Document                               Signatories        Responsibility        Status
------------------------------------------------------------ ------------------- -------------------- --------------
------------------------------------------------------------ ------------------- -------------------- --------------
1.  Assignment and Acceptance Agreement, dated as of         Borrower            OHS                  Completed
November 7, 2007 among Borrower, Servicer, Royal Bank of     Servicer
Canada ("RBC"), Old Line Funding, LLC ("Old Line"),          RBC
Variable Funding Capital Company LLC ("VFCC"), Wachovia      Old Line
Bank, National Association (the "VFCC Agent") Victory and    VFCC
BTMU and payment to the VFCC Agent (on behalf of VFCC) of    VFCC Agent
all amounts payable thereunder                               Victory
                                                             BTMU
------------------------------------------------------------ ------------------- -------------------- --------------
2.  Amended and Restated Receivables Sale Agreement ("RSA")  Originator          OHS                  Completed
                                                             SPC
------------------------------------------------------------ ------------------- -------------------- --------------
3.  Amendments to/Assignment of BSX Delaware UCC financing   n/a                 OHS                  Completed
statement nos. 2208187 9 and 6450953 5 assigning same to
the Administrative Agent, as secured party and amending
collateral description
------------------------------------------------------------ ------------------- -------------------- --------------
4.  Corporate/UCC Opinion addressed to each Agent and each   S&S                 S&S                  Completed
Lender
------------------------------------------------------------ ------------------- -------------------- --------------
5.  Bring Down Letter addressed to RBC, Old Line, BTMU and   S&S                 S&S                  Completed
Victory with respect to true sale and non-consolidation
Opinion(s)
------------------------------------------------------------ ------------------- -------------------- --------------
6. A certificate from an officer of Originator to            BSX                 S&S
the effect that (a) each of the representations
and warranties set forth in the RSA is true and
correct as of the closing date and (b) the Sale
Termination Date has not occurred.
------------------------------------------------------------ ------------------- -------------------- --------------
------------------------------------------------------------ ------------------- -------------------- --------------
7.  Amended and Restated Credit and Security Agreement       All                 OHS                  Completed
("CSA")
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit I to CSA:   Definitions                              n/a                 OHS                  Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit II to CSA:  Form of Borrowing Request                n/a                 OHS                  Completed
------------------------------------------------------------ ------------------- -------------------- --------------

Exhibit III to CSA:  Jurisdictions of Organization and       n/a                 OHS                  Completed
Chief Executive Offices of the Loan Parties; Location of
Records; Organizational identification Numbers
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit IV  to CSA:  Names of Collection  Banks;             n/a                 BSX                  Completed
Collection Accounts
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit V to CSA:  Form of Compliance Certificate            n/a                 OHS                  Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit VI to CSA: Form of Collection Account Agreement      n/a                 BSX                  Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit VII to CSA: Form of Commitment Reduction Notice;     n/a                 BSX                  Completed
Form of Committment Increase Request; Form of Committment
Increase Response
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit VIII to CSA:  Credit and Collection Policy           n/a                 BSX                  Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit IX to CSA: Form of Monthly Report
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit X to CSA: Eligible Originators                                                                Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Exhibit XI to CSA:  Form of Assignment and Acceptance                                                 Completed
Agreement
------------------------------------------------------------ ------------------- -------------------- --------------
Schedule A to CSA: Commitments                                                                        Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Schedule B to CSA: Initial Closing Documents                                                          Completed
------------------------------------------------------------ ------------------- -------------------- --------------
Schedule C to CSA:  Effectiveness Date Documents
------------------------------------------------------------ ------------------- -------------------- --------------
Schedule 14.2 to CSA: Notice Addresses                                                                Completed
------------------------------------------------------------ ------------------- -------------------- --------------
8.  Amendment/Assignment of Collection Account               BSX                 OHS                  Completed
Agreement(s) with respect to each Lockbox and associated     SPC
account (all are at Wachovia)                                Admin. Agent
                                                             Wachovia

------------------------------------------------------------ ------------------- -------------------- --------------
9.  Fee Letter for RBC and Old Line                          BSX                 OHS                  Completed
                                                             SPC
                                                             Old Line Agent
                                                             Old Line
------------------------------------------------------------ ------------------- -------------------- --------------
10.  A certificate of an Authorized Officer of each of the   BSX                 S&S
Loan Parties certifying that as of the date of the initial   SPC
Advance, no Amortization Event or Unmatured Amortization
Event exists and is continuing
------------------------------------------------------------ ------------------- -------------------- --------------
11.  Amendments to/Assignments of Borrower Delaware UCC      n/a                 OHS                  Completed
Financing Statement nos. 2208192 9 and 6451013 7 assigning
same to the Administrative Agent, as secured party and
amending collateral description
------------------------------------------------------------ ------------------- -------------------- --------------
12.  In-house and Delaware counsel opinions addressed to     L. Knopf            L. Knopf/S&S         Completed
each Agent and each Lender                                   Potter Anderson     Potter Anderson
------------------------------------------------------------ ------------------- -------------------- --------------

13.  Opinion back-up certificates                            BSX                 S&S                  Completed
                                                             SPC
------------------------------------------------------------ ------------------- -------------------- --------------
14.  Monthly Report for October 2007                         BSX                 BSX
                                                             [SPC]
------------------------------------------------------------ ------------------- -------------------- --------------
15.  UCC, tax and judgment lien searches against             n/a                 S&S                  Completed
Originator and Borrower in Delaware
------------------------------------------------------------ ------------------- -------------------- --------------

S-C-3

SCHEDULE 14.2

Addresses

Old Line Funding, LLC
c/o Global Securitization Services, LLC
445 Broad Hollow Road, Suite 239
Melville, NY 11747
Attn: Kevin Burns
Telephone: (631) 587-4700
Fax: (212) 302-8767

With a copy to:

Old Line Funding, LLC
c/o RBC Capital Markets
Two Little Falls Centre
2751 Centerville Road, Suite 212
Wilmington, DE 19808
Attn: Kim Wagner
Telephone: (302) 892-5903
Fax (302) 892-5900

Royal Bank of Canada
One Liberty Plaza, 5th Floor
New York, New York 10006-1404
Attn: Securitization Finance Managing Director Telephone: (212) 428-6537
Fax: (212) 428-2304

With a copy to:

RBC Capital Markets
Two Little Falls Centre
2751 Centerville Road, Suite 212
Wilmington, DE 19808
Attn: Kim Wagner
Telephone: (302) 892-5903
Fax (302) 892-5900
E-mail: conduit.management@rbccm.com

S-14.2-1

Victory Receivables Corporation
c/o J.H. Management Corporation
One International Place
Boston, MA 02110
Attn: Douglas Donaldson
Telephone: (617) 951-7690
Fax: (617) 951-7050

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas
New York, NY 10020
Attn: Securitization Group
Telephone: (212) 782 - 4913
Fax: (212) 782-6998

Attention:        Sam R. Leno,
                  Executive Vice President of
                  Finance & Information Systems
                  and Chief Financial Officer
Fax:              (508) 650-8951

With a copy to:

Attention:        Sam R. Leno,
                  Chief Financial Officer
Fax:              (508) 650-8951

With a copy to:

General Counsel's Office
Fax: (508) 650-8960

S-14.2-3

AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT

DATED AS OF NOVEMBER 7, 2007

BETWEEN

BOSTON SCIENTIFIC CORPORATION AND EACH OF ITS DIRECT OR INDIRECT
WHOLLY-OWNED SUBSIDIARIES THAT HEREAFTER BECOMES
A SELLER HEREUNDER,
AS THE SELLERS,

AND

BOSTON SCIENTIFIC FUNDING LLC,
AS THE BUYER

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I.     CAPITALIZATION OF THE BUYER AND AMOUNTS AND TERMS OF
                 THE PURCHASES................................................1

  Section 1.1       Capitalization of the Buyer...............................1

  Section 1.2       Purchases of Receivables..................................2

  Section 1.3       Payment for the Purchases.................................3

  Section 1.4       Purchase Price Credit Adjustments.........................4

  Section 1.5       Payments and Computations, Etc............................4

  Section 1.6       Transfer of Records.......................................5

  Section 1.7       Characterization; Granting Clause.........................5

ARTICLE II.    REPRESENTATIONS AND WARRANTIES.................................6

  Section 2.1       Representations of the Sellers............................6

ARTICLE III.   CONDITIONS OF PURCHASES.......................................11

  Section 3.1       Conditions Precedent to Initial Purchase.................11

  Section 3.2       Conditions Precedent to All Purchases (including
                      the Purchase from Each Seller on its Applicable
                      Closing Date)..........................................12

  Section 3.3       Reaffirmation of Representations and Warranties..........12

  Section 3.4       Conditions Precedent to Effectiveness....................13

ARTICLE IV.    COVENANTS.....................................................13

  Section 4.1       Affirmative Covenants....................................13

  Section 4.2       Reporting Requirements...................................15

  Section 4.3       Negative Covenants.......................................17

ARTICLE V.     JOINDER OF ADDITIONAL SELLERS.................................19

  Section 5.1       Addition of New Sellers..................................19

  Section 5.2       Documentation............................................19

ARTICLE VI.    ADDITIONAL RIGHTS AND OBLIGATIONS IN  RESPECT OF THE
                 RECEIVABLES.................................................20

  Section 6.1       Rights of the Buyer......................................20

  Section 6.2       Responsibilities of the Sellers..........................20

  Section 6.3       Further Action Evidencing Purchases......................21

  Section 6.4       Application of Collections...............................21

ARTICLE VII.   INDEMNIFICATION...............................................21

                                        i

  Section 7.1       Indemnities by the Sellers...............................21

  Section 7.2       Contribution.............................................24

ARTICLE VIII.  MISCELLANEOUS.................................................24

  Section 8.1       Waivers and Amendments...................................24

  Section 8.2       Notices, Etc.............................................24

  Section 8.3       Cumulative Remedies......................................24

  Section 8.4       Binding Effect; Assignability............................25

  Section 8.5       Governing Law............................................25

  Section 8.6       Costs, Expenses and Taxes................................25

  Section 8.7       Submission to Jurisdiction...............................26

  Section 8.8       Waiver of Jury Trial.....................................26

  Section 8.9       Captions and Cross References; Incorporation
                      by Reference...........................................26

  Section 8.10      Execution in Counterparts................................26

  Section 8.11      Acknowledgment and Agreement.............................27

  Section 8.12      No Proceedings...........................................27

  Section 8.13      Confidentiality..........................................27

  Section 8.14      Loans by Buyer to Originator.............................27

  Section 8.15      No Recourse Against Other Parties........................27

ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A - definitions

EXHIBIT A - FORM OF PURCHASE REPORT..................................

EXHIBIT B - FORM OF SUBORDINATED NOTE................................

EXHIBIT C - CREDIT AND COLLECTION POLICIES...........................

EXHIBIT D - FORM OF JOINDER AGREEMENT................................

SCHEDULE 2.1(r) - ORGANIZATIONAL ID NUMBERS; JURISIDICTIONS OF ORGANIZATION; CHIEF EXECUTIVE OFFICE ADDRESSES;
LOCATION(S) WHERE RECORDS ARE KEPT.................

AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time, this "AGREEMENT"), dated as of November 7, 2007, is entered into by and between:

(1) Boston Scientific Corporation, a Delaware corporation ("BSX"), and each of the direct or indirect, wholly-owned domestic subsidiaries of BSX that hereafter becomes a party hereto by executing a joinder agreement in the form of Exhibit D hereto (each, a "JOINDER AGREEMENT"), as sellers (each, a "SELLER" and collectively, the "SELLERS"), and

(2) Boston Scientific Funding LLC, a Delaware limited liability company, as purchaser (the "BUYER").

Unless otherwise indicated, capitalized terms used in this Agreement are defined in ANNEX A hereto or, if not defined therein, in that certain Amended and Restated Credit and Security Agreement dated as of November 7, 2007, by and among the Buyer, as "Borrower," BSX, as "Initial Servicer," Old Line Funding, LLC, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch, individually and as "Victory Agent," and Royal Bank of Canada, individually, as "Old Line Agent" and as "Administrative Agent" (as amended, supplemented, restated, joined or otherwise modified from time to time in accordance with the terms thereof, the "CREDIT AND SECURITY AGREEMENT"). In addition ANNEX A sets forth certain rules of interpretation that are applicable to this Agreement and the other Transaction Documents.

W I T N E S S E T H :

WHEREAS, the parties hereto are parties to a Receivables Sale Agreement dated as of August 16, 2002 and previously amended (the "ORIGINAL RSA"); and

WHEREAS, the parties hereto desire to further amend the Original RSA as of the date hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I CAPITALIZATION OF THE BUYER AND AMOUNTS
AND TERMS OF THE PURCHASES

Section 1.1 Capitalization of the Buyer. Effective on the Initial Closing Date, BSX contributed to the Buyer's capital, in exchange for all of the Buyer's Equity Interests all of BSX's Receivables existing as of the Initial Cutoff Date and all Related Security and proceeds with respect thereto (such Receivables, the "INITIAL CONTRIBUTED RECEIVABLES").

Section 1.2 Purchases of Receivables.

(a) Effective on the Applicable Closing Date for each Seller, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each such Seller does hereby sell to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase from such Seller, all of such Seller's right, title and interest in and to such Seller's Receivables, the Related Security and all proceeds received subsequent to the Seller's Applicable Cut-Off Date of the foregoing (other than any such assets contributed to Buyer pursuant to Section 1.1 above), in each case, whether now existing or hereafter arising or acquired.

(b) Each Seller's Receivables existing as of such Seller's Applicable Cut-Off Date are hereby sold or contributed, as applicable, to Buyer on such Seller's Applicable Closing Date. Each of such Seller's Receivables arising after such Seller's Applicable Cut-Off Date and on or prior to its Sale Termination Date shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the creation of such Receivable. The Related Security with respect to each Receivable (and proceeds of such Receivable and Related Security) shall be sold at the same time as such Receivable together with all related proceeds received on or after the Seller's Applicable Cut-Off Date.

(c) It is the intention of the parties hereto that each conveyance of Receivables made under this Agreement shall constitute an outright "sale of accounts" (as such terms are used in Article 9 of the UCC) or other absolute transfer, which is absolute and irrevocable and shall provide the Buyer with the full benefits of ownership of the Receivables and the associated Related Security. Except for the Purchase Price Credits owed pursuant to Section 1.4, each conveyance of Receivables hereunder is made without recourse to the applicable Seller; PROVIDED, HOWEVER, that (i) each Seller will be liable to the Buyer for all representations, warranties, covenants and indemnities made by such Seller pursuant to the terms of the Transaction Documents to which such Seller is a party, and (ii) such conveyance does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of such Seller or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of such Seller. In view of the intention of the parties hereto that the conveyances of Receivables made hereunder shall constitute outright sales of such Receivables rather than loans secured thereby, each Seller agrees that it will, on or prior to its Applicable Closing Date, mark its summary aged trial balance reports with the legend required by Section 3.1(i) hereof.

(d) Nothing herein shall be deemed to preclude BSX from contributing to the Buyer's capital, in lieu of selling, Receivables originated by BSX in addition to the Initial Contributed Receivables together with the Related Security associated therewith, and any such contribution is made with the intention that each such contribution, if any, will be made with the same intentions as are set forth in Section 1.2(c) above. No Purchase Price shall be payable in respect of any contributed Receivable or its associated Related Security.

Section 1.3 Payment for the Purchases.

(a) The Purchase Price for each purchase of Receivables (other than Initial Contributed Receivables) and Related Security from any Seller will be payable in full by the Buyer to such Seller on its date of sale or deemed sale in accordance with Section 1.2(b) (except that the Buyer may, with respect to any such purchase, offset against such Purchase Price any amounts due and owing from such Seller to the Buyer hereunder), and shall be paid to such Seller in one or both of the following manners:

(i) by delivery of immediately available funds, to the extent of the Buyer's Available Funds; and

(ii) solely to the extent such Available Funds are insufficient to pay the full amount of Purchase Price then due and owing, by delivery of a Subordinated Note made by the Buyer to the applicable Seller (and making a notation of a Subordinated Loan thereunder), so long as the aggregate principal amount of Subordinated Loans outstanding at any one time under such Subordinated Notes does not exceed the lesser of (A) the aggregate remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering the Buyer's Net Worth less than the Required Capital Amount.

(b) Subject to the limitations set forth in Section 1.3(a)(ii), each of the Sellers irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to such Seller's Sale Termination Date. The Subordinated Loans owing to each Seller will be evidenced by, and shall be payable in accordance with the terms and provisions, of its Subordinated Note and shall be payable solely from Available Funds at the time of each such payment. Each Seller is hereby authorized by the Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each Subordinated Loan thereunder, as well as the date of each payment with respect thereto, PROVIDED that the failure to make such notation shall not affect any obligation of the Buyer thereunder.

(c) On each Monthly Reporting Date after its Applicable Closing Date, each Seller will (or shall require the Servicer to) deliver to the Buyer and the Agents a report in substantially the form of Exhibit A hereto (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by such Seller to the Buyer during the Calculation Period then most recently ended. Each such Purchase Report shall list the applicable Seller separately and shall specify, as applicable: (i) the Receivables sold by such Seller during the Calculation Period then most recently ended, and (ii) the amount of the Receivables described in the foregoing clause (i) that were Eligible Receivables on the date they were acquired by the Buyer.

(d) Although the Purchase Price for each purchase of Receivables and Related Security shall be due and payable in full by the Buyer to the applicable Seller on the date of such purchase, settlement of the Purchase Price between the Buyer and such Seller will be effected

on monthly Settlement Dates with respect to all purchases within the most recently ended Calculation Period and based on the information contained in the Purchase Report delivered for such Calculation Period pursuant to Section
1.3(c). Although cash settlements shall be effected on monthly Settlement Dates, increases or decreases in the Subordinated Loans shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

Section 1.4 Purchase Price Credit Adjustments. If on any day:

(a) the aggregate Outstanding Balance of the Receivables originated by any Seller as reflected in the preceding Purchase Report (net of any positive adjustments) has been reduced or canceled for any of the following reasons:

(i) as a result of any rejected, defective or returned services or merchandise, any cash discount or any other adjustment by the applicable Seller or any Affiliate thereof (regardless of whether the same is treated by such Seller or Affiliate as a write-off), or as a result of any surcharge or other governmental or regulatory action, or

(ii) as a result of any setoff or breach of the underlying agreement in respect of any claim by the Obligor thereof against the applicable Seller, Buyer or any Affiliate of the foregoing (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii) on account of the obligation of the applicable Seller or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv) as a result of any Outstanding Balance of any Receivable on the date of its sale or contribution proving to have been less on such date than the amount reflected on the applicable Purchase Report, or

(b) any of the representations or warranties of the applicable Seller set forth in Section 2.1(a), (k) or (s) was not true when made with respect to any Receivable originated by it, or any of the representations or warranties of the applicable Seller set forth in Section 2.1(t) is no longer true with respect to any Receivable originated by it,

then, in such event, the Buyer shall be entitled to a credit (each, a "PURCHASE PRICE CREDIT") against the Purchase Price otherwise payable hereunder equal to (A) the amount of such reduction, cancellation or overstatement, in the case of the preceding clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv), and (B) in the full amount of the Outstanding Balance of such Receivable in the case of the preceding clause (b). If such Purchase Price Credit exceeds the original Outstanding Balance of the Receivables to be sold by the applicable Seller on the date of a purchase, then the applicable Seller will pay to the Buyer the remaining amount of such Purchase Price Credit in cash not later than the next Business Day; PROVIDED that if such Seller's Sale Termination Date has not occurred, such Seller will be allowed to deduct the remaining amount of such Purchase Price Credit from any Indebtedness owed to it under its Subordinated Note.

Section 1.5 Payments and Computations, Etc. All amounts to be paid or deposited by the Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the applicable Seller designated from time to time by such Seller or as otherwise directed by such Seller. In the event

that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, interest on the past due amount at the Default Rate until paid in full; PROVIDED, HOWEVER, that such interest shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.6 Transfer of Records.

(a) In connection with the purchases of Receivables hereunder, each Seller hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Seller's right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with any purchase. In connection with such transfer, each Seller hereby agrees that following any replacement of BSX (or one of its Affiliates) as the Servicer, it will promptly grant access to Administrative Agent or to the new Servicer, as the case may be, to all data embedded in or created by all software used by such Seller to account for its Receivables, including, without limitation, any print outs of such data,.

(b) In addition to the requirements of Section 6.3, each Seller (i) shall take such action requested by the Buyer and/or any of the Agents, from time to time hereafter, that may be necessary or reasonably appropriate to ensure that the Buyer has an enforceable ownership interest in the Records relating to the Receivables purchased from such Seller hereunder, and (ii) shall use its reasonable efforts to ensure that the Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.7 Characterization; Granting Clause.

(a) If, notwithstanding the intention of the parties expressed in
Section 1.2(c), any sale by any of the Sellers to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each sale of Receivables hereunder shall constitute a true sale thereof, each of the Sellers hereby grants to the Buyer a duly perfected security interest in all of such Seller's right, title and interest in, to and under all of such Seller's Receivables now existing and hereafter arising, and in all Related Security with respect thereto, which security interest shall be prior to all other Liens thereto. After the occurrence of a Seller's Sale Termination Event, the Buyer and its assigns shall have as against the applicable Seller, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

(b) Each Seller hereby covenants and agrees to do all things necessary under each of its Contracts to facilitate collection of the Receivables arising thereunder by the Buyer and its assigns, and to secure its obligations under this Section 1.7(b).

ARTICLE II REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations of the Sellers. In order to induce the Buyer to enter into this Agreement and to make purchases and accept the contributions hereunder, each Seller hereby makes the following representations and warranties, as to itself, as of the date of each sale or contribution by it hereunder; PROVIDED, HOWEVER, that so long as each of the Liquidity Banks remains a party to the BSX Credit Agreement, no Seller will be required to "date-down" its representation in Section 2.1(b) or 2.1(g) hereof:

(a) Financial Condition. The consolidated balance sheet of BSX and its consolidated Subsidiaries as at December 31, 2006 and December 31, 2005 and the related consolidated statements of operations and of cash flows for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to Buyer and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at September 30, 2007 or, if later and prior to the date of this Agreement, the date of BSX's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BSX, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither BSX nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

(b) No Change. Since the date of the most recent financial statements filed with BSX's Form 10-Q or Form 10-K (or the equivalent thereof) under the Securities Exchange Act of 1934, as amended, there has been no development or event which has had or could reasonably be expected to have a Seller Material Adverse Effect.

(c) Ownership of Such Seller. BSX owns, directly or indirectly, all the issued and outstanding Equity Interests of (i) the Buyer and (ii) each of the other Sellers (if any), and all of such Equity Interests are fully paid and non-assessable.

(d) Corporate Existence; Compliance with Law. Each Seller and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or other power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except to the extent that the failure of the foregoing clauses (a), (c) and
(d) to be true and correct could not, in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.

(e) Corporate Power; Authorization; Enforceable Obligations. Each Seller has the corporate or other power and authority, and the legal right, to make, deliver and perform its obligations under each Transaction Document to which it is a party and to consummate the transactions herein and therein contemplated and has taken all necessary corporate action to authorize the consummation of the transactions herein and therein contemplated and to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. Except for filings with respect to the disclosure of the Transaction Documents pursuant to the Securities Exchange Act of 1934, as amended (all of which filings shall be made at or prior to the time required by applicable law), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required with respect to such Seller or any of its Subsidiaries in connection with the transactions hereunder or with the execution, delivery, performance, validity or enforceability of the Transaction Documents to which such Seller is a party. This Agreement and each other Transaction Document to which such Seller is, or is to become, a party has been or will be, as applicable, duly executed and delivered on behalf of such Seller. This Agreement and each other Transaction Document to which such Seller is, or is to become, a party constitutes or will constitute, as applicable, a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(f) No Legal Bar. The execution, delivery and performance of the Transaction Documents and transactions contemplated hereunder will not violate any Requirement of Law or Contractual Obligation of such Seller or of any of its Subsidiaries which could reasonably be expected to have a Seller Material Adverse Effect and will not result in, or require, the creation or imposition of any Lien (except for any Lien permitted by or created pursuant to any of the Transaction Documents) on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation which could reasonably be expected to have a Material Adverse Effect.

(g) No Material Litigation. Except as disclosed in BSX's most recent publicly available Form 10-K or, if later, the date of BSX's most recent publicly available Form 10-Q, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Seller, threatened by or against such Seller or any of its Subsidiaries or against any of its or its respective properties or revenues (a) with

respect to any of the Transaction Documents or any of the transactions contemplated hereby, or (b) which could reasonably be expected to have a Seller Material Adverse Effect.

(h) No Default. Neither such Seller nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in excess of $100,000,000. No Unmatured Amortization Event or Amortization Event has occurred and is continuing.

(i) Intentionally Omitted.

(j) Taxes. Each of such Seller and its Subsidiaries has filed or caused to be filed all tax returns which, to the knowledge of such Seller, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of such Seller or its Subsidiaries, as the case may be), except to the extent that the failure to do so could not reasonably be expected to result in a Seller Material Adverse Effect.

(k) Federal Regulations. The use of all funds obtained by such Seller under this Agreement or any other Transaction Document to which it is a party will not violate Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect.

(l) ERISA. Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, where the liability which could be reasonably expected to result could have a Seller Material Adverse Effect; PROVIDED, HOWEVER, that with respect to any Multiemployer Plan, such representation is made only to the knowledge of such Seller. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither such Seller nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and to the knowledge of such Seller, neither such Seller nor any Commonly Controlled Entity would become subject to any liability under ERISA if such Seller or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made which liability could be reasonably expected to result could have a Seller Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent.

(m) Investment Company Act; Other Regulations. Such Seller is not an "investment company", or a company "controlled" by an "investment company", within the

meaning of the Investment Company Act of 1940, as amended. Such Seller is not subject to regulation under any Federal or State statute or regulation (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

(n) Disclosure. The statements and information contained herein and in any of the information provided to the Agents or the Lenders (other than financial projections) in connection with this Agreement, taken as a whole, do not contain any untrue statement of any material fact, or omit to state a fact necessary in order to make such statements or information not misleading in any material respect, in each case in light of the circumstances under which such statements were made or information provided as of the date so provided. Each Purchase Report delivered by such Seller pursuant to this Agreement was true and accurate in every material respect on the date specified in such report and did not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(o) Valid and Perfected Security Interest. Each such Receivable originated by such Seller has been transferred to the Buyer free and clear of any Lien except as created hereby or by the other Transaction Documents. Without limiting the foregoing, such Seller has delivered to the Administrative Agent (as the Buyer's assignee) in form suitable for filing all financing statements or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Buyer's ownership interest in such Receivable and the Administrative Agent's collateral assignment thereof. This Agreement creates a valid security interest in each such Receivable and its Related Security in favor of the Buyer, and, upon filing of the financing statements described in the preceding sentence, together with UCC termination statements delivered hereunder, such security interest will be a first priority perfected security interest.

(p) Nature of Receivables. Each Receivable constitutes an "Account" and is not a "Health-care insurance receivable", in each case, as defined in the UCC in effect in the State of New York.

(q) Title to Receivables and Quality of Title.

(i) Upon issuance of its shares of capital stock to BSX (in the case of Initial Contributed Receivables and any Receivables that BSX, in its sole discretion, may elect to contribute thereafter) and payment of the applicable Purchase Price for each purchased Receivable in one or both of the manners permitted by this Agreement, the Buyer will have irrevocably obtained all legal and equitable title to such Receivable and its Related Security (other than any Related Security constituting a Contract that contains a prohibition on assignment, in which case the Buyer has obtained a valid and perfected first priority perfected security interest in the applicable Seller's right to receive payments thereunder to the extent contemplated by Section 9-406 of the UCC of the applicable jurisdiction), and the Buyer has the legal right to sell and encumber, each such Receivable and its Related Security. Without limiting the foregoing, there have been duly filed all financing statements or other similar instruments or documents necessary under the UCC of all appropriate jurisdictions to perfect the Buyer's ownership interest in such Receivable.

(ii) No financing statement or other instrument similar in effect covering any portion of the Collateral is on file in any recording office except such as may be filed (A) in favor of a Seller in accordance with the Contracts, (B) in favor of the Buyer and its assigns in connection with this Agreement, (C) in favor of the Administrative Agent in accordance with the Credit and Security Agreement, (D) in connection with any Lien arising solely as the result of any action taken by the Administrative Agent or one of the Secured Parties, or (E) which shall be terminated or amended pursuant to the UCC termination statements or amendments delivered hereunder.

(r) Offices. The chief executive office of such Seller is located at the address set forth for it on Schedule 2.1(r) hereto or its Joinder Agreement, as applicable, and the offices where such Seller keep all books, records and documents evidencing the Receivables originated by it (other than books, records and documents that are stored off-site with respect to Receivables which are no longer outstanding or which have been written-off), the related material Contracts and all purchase orders and other agreements related to such Receivables are located at the addresses specified in Schedule 2.1(r) hereto or its Joinder Agreement (or at such other locations, notified to the Buyer in accordance with Section 4.3(g), in jurisdictions where all action required by
Section 4.3(g) has been taken and completed). As of the date hereof, such Seller is a "registered organization" (within the meaning of Section 9-102 of the UCC as in effect in its jurisdiction of organization). Since the date of this Agreement, such Seller has not changed its jurisdiction of organization.

(s) Collection Accounts. Such Seller has instructed all Obligors thereon to pay all Collections either directly by mail addressed to a Lockbox listed on Exhibit IV to the Credit and Security Agreement which is subject to a Collection Account Agreement, or by wire transfer or other electronic funds transfer directly to a Collection Account listed on Exhibit IV to the Credit and Security Agreement which is subject to a Collection Account Agreement. Such Seller and the Buyer have caused each of the Collection Accounts that was in the name of a Seller on the Initial Closing Date to be transferred to the Buyer and into the Buyer's name.

(t) Eligible Receivables. Each Receivable originated by such Seller that is included as an Eligible Receivable on any Purchase Report was an Eligible Receivable on the date on which it was sold or contributed to the Buyer pursuant hereto.

(u) Names. Except as set forth on Schedule 2.1(r), since January 1, 1997, such Seller has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement.

(v) Credit and Collection Policy. With respect to the Receivables originated by such Seller, such Seller has complied in all material respects with its applicable Credit and Collection Policy, and no change has been made to such Credit and Collection Policy since the date of this Agreement which would be reasonably likely to materially and adversely affect the collectibility of the Receivables originated by such Seller or decrease the credit quality of any newly created Receivables originated by such Seller except for such changes as to which each of the Agents has received the notice required under Section 7.1(a)(vii) of the Credit and Security Agreement and has given its prior written consent thereto (which consent shall not be unreasonably withheld or delayed).

(w) Payments to Sellers. With respect to each Receivable sold or contributed to the Buyer by such Seller under this Agreement, the Buyer has given reasonably equivalent value to such Seller in consideration for such Receivable and the Related Security with respect thereto and no such transfer is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. ss.ss.101 et seq.), as amended.

(x) Reliance on Separate Legal Identity. Such Seller is aware that the Lenders, the Liquidity Banks and the Agents are entering into the Transaction Documents in reliance upon the Buyer's identity as a legal entity separate from such Seller and any of its other Affiliates.

ARTICLE III.

CONDITIONS OF PURCHASES

Section 3.1 Conditions Precedent to Initial Purchase. The initial purchase from each Seller hereunder is subject to the conditions precedent that
(1) BSX shall have contributed the Initial Contributed Receivables and the associated Related Security to the Buyer, and the Buyer shall have issued 100% of its authorized outstanding Equity Interests to BSX, (2) the Buyer shall have executed and delivered a Subordinated Note in favor of such Seller, and (3) the Buyer shall have received, on or before such Seller's Applicable Closing Date, the following, each (unless otherwise indicated) dated such Seller's Applicable Closing Date, and each in form, substance and date reasonably satisfactory to the Buyer and the Agents:

(a) A copy of the resolutions of such Seller's board of directors, board of managers, general partners or analogous Persons of such Seller approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by a Responsible Officer of such Seller;

(b) A good standing certificate for such Seller issued as of a recent date by the Secretary of State of the state of its formation;

(c) A certificate of a Responsible Officer of such Seller certifying the names and true signatures of the officers, partners, managers or members authorized on such Seller's behalf to sign the Transaction Documents to be delivered by it, on which certificate the Buyer and the Servicer (if the Servicer is not such Seller) may conclusively rely until such time as the Buyer and the Servicer shall receive from such Seller a revised certificate meeting the requirements of this subsection (c);

(d) Recently certified copies of such Seller's Organic Documents;

(e) Copies of the proper financing statements (Form UCC-1) that have been duly executed by such Seller, naming such Seller as seller, the Buyer as the purchaser, and the Administrative Agent as assignee of the Buyer, in each case, describing in reasonable detail the Receivables and the Related Security to be sold by such Seller to the Buyer pursuant to this Agreement or other similar instruments or documents, as may be necessary under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in such Receivables and Related Security;

(f) A written search report from a Person satisfactory to the Servicer and the Administrative Agent listing all effective UCC financing statements that name such Seller as debtor, seller or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection
(e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e) shall cover any Receivable or any Related Asset related to any Receivable) which is to be sold or contributed by such Seller to the Buyer hereunder, and tax and judgment lien search reports from a Person satisfactory to the Servicer and the Administrative Agent showing no evidence of such liens filed against such personal property other than those liens for which UCC termination statements have been delivered hereunder;

(g) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer's satisfaction;

(h) An opinion of such Seller's counsel covering such matters as Buyer or Administrative Agent (as Buyer's assignee) may reasonably request; and

(i) A certificate from an officer of such Seller to the effect that the Servicer and such Seller have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary aged trial balance reports the following legend (or the substantive equivalent thereof):

"PROPERTY OF BOSTON SCIENTIFIC FUNDING LLC"

Section 3.2 Conditions Precedent to All Purchases (including the Purchase from Each Seller on its Applicable Closing Date). Each purchase shall be subject to the further conditions precedent that:

(a) such Seller's Sale Termination Date shall not have occurred;

(b) the Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and

(c) on the date of such purchase, each of the representations and warranties of such Seller set forth in Article II hereof are true and correct in all material respects on and as of the date of such purchase (and after giving effect thereto) as though made on and as of such date (and shall be deemed to have been made on and as of such Date; except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date); PROVIDED, HOWEVER, that the preceding materiality standard shall not apply to those representations and warranties which themselves contain materiality standards; and PROVIDED, FURTHER, that so long as each of the Liquidity Banks remains a party to the BSX Credit Agreement, no Seller will be required to "date-down" its representation in Section 2.1(b) or 2.1(g) hereof.

Section 3.3 Reaffirmation of Representations and Warranties. Subject to the proviso in Section 3.2(c) above, each Seller, by accepting the Purchase Price related to each

purchase of such Seller's Receivables and Related Security, shall be deemed to have certified that the representations and warranties of such Seller contained in Article II are true and correct as to such Seller on and as of the day of such purchase, with the same effect as though made on and as of such day.

Section 3.4 Conditions Precedent to Effectiveness. This Amended and Restated Receivables Sale Agreement shall become effective at such time as (a) the Agents shall have received counterparts of this Agreement duly executed by each of the parties hereto and (b) the conditions to effectiveness of the Credit and Security Agreement specified in Section 5.3 thereof shall have been satisfied.

ARTICLE IV.
COVENANTS

Section 4.1 Affirmative Covenants. From each Seller's Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent in writing each Seller will:

(a) Conduct of Business and Maintenance of Existence. (i) Continue to engage in business of the same general type as conducted by it on the date of this Agreement, (ii) preserve, renew and keep in full force and effect its corporate existence and (except as could not in the aggregate reasonably be expected to have a Seller Material Adverse Effect), (iii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business (except as could not be reasonably expected to have a Seller Material Adverse Effect) and (iv) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, be reasonably expected to have a Seller Material Adverse Effect.

(b) Audits. Such Seller will, subject to compliance with all Contractual Obligations and Requirements of Law: (i) at any time and from time to time upon not less than ten (10) Business Days' notice (unless an or Amortization Event has occurred and is continuing, in which case, not more than one (1) Business Day's notice shall be required) during regular business hours, permit the Buyer, the Agents or any of their agents or representatives: (A) to examine and make copies of and abstracts from all Records, Contracts and Invoices in the possession or under the control of such Seller, and (B) to visit the offices and properties of such Seller for the purpose of examining such Records, Contracts and Invoices and to discuss matters relating to Receivables or such Seller's performance hereunder with any of the officers or employees of such Seller having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time, at the expense of such Seller, permit certified public accountants or auditors acceptable to the Agents to conduct a review of such Seller's Contracts, Invoices and Records (each, a "REVIEW"); PROVIDED, HOWEVER, that, so long as no Amortization Event has occurred and is continuing, such Seller will only be responsible for the costs and expenses of one (1) such Review under this Section in any one calendar year unless (1) the first such Review in such calendar year resulted in negative findings (in which case such Seller will be responsible for the costs and expenses of two (2) such Reviews in such calendar year), or (2) the Buyer delivers an Extension Request under the Credit and Security Agreement

and the applicable Response Date is more than 3 calendar months after the first Review in such calendar year. Notwithstanding the foregoing, if (1) such Seller requests the approval of a new Eligible Originator who is a Material Proposed Addition or (2) any Material Acquisition is consummated by such Seller, such Seller will be responsible for the costs and expenses of one additional Review per proposed Material Proposed Addition or per Material Acquisition in the calendar year in which such Material Proposed Addition is expected to occur or such Material Acquisition is expected to be consummated if such additional Review is requested by the Buyer or any of the Agents.

(c) Keeping of Records and Books of Account. Such Seller will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate essential Records evidencing the Receivables originated by such Seller in the event of the destruction of the originals thereof and backing up on at least a daily basis on a separate computer from which electronic file copies can be readily produced), and keep and maintain, all Contracts, Records and other information necessary or reasonably advisable for the collection of all such Receivables (including, without limitation, Records adequate to permit the identification as of any Business Day when required of Outstanding Balances by Obligor and related debit and credit details of the Receivables).

(d) Performance and Compliance with Receivables and Contracts. Such Seller will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises, if any, required to be observed by it under the Contracts and/or Invoices related to the Receivables originated by such Seller and all agreements related to such Receivables except for such failures to fully perform and comply as would not, individually or in the aggregate, have a Seller Material Adverse Effect.

(e) Location of Records. Such Seller will keep its Records and material Contracts (and, to the extent that any of the foregoing constitute instruments, chattel paper or negotiable documents, all originals thereof), at its addresses referred to in Schedule 2.1(r) hereto, or, upon 30 days' prior written notice to the Agents, at such other locations in jurisdictions where all action required by Section 4.3(g) (if any) shall have been taken and completed.

(f) Credit and Collection Policies. Such Seller will timely and fully comply with its Credit and Collection Policy in regard to the Receivables originated by it.

(g) Separate Corporate Existence of the Buyer. Each Seller will take such actions as shall be required in order to maintain the separate identity of the Buyer separate and apart from such Seller and its other Affiliates, including those actions set forth in Section 7.1(l) of the Credit and Security Agreement.

(h) Collections. Such Seller will instruct all Obligors thereon to pay all Collections either directly by mail addressed to a Lockbox listed on Exhibit IV to the Credit and Security Agreement which is subject to a Collection Account Agreement, or by wire transfer or other electronic funds transfer directly to a Collection Account listed on Exhibit IV to the Credit and Security Agreement which is subject to a Collection Account Agreement. Such Seller will cooperate fully with the Buyer in transferring each of the Collection Accounts to the Buyer.

(i) Further Assurances. Such Seller will take all necessary action to establish and maintain in favor of the Buyer, a valid and perfected ownership interest in the Receivables and Related Security.

Section 4.2 Reporting Requirements. From such Seller's Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, such Seller will furnish to the Buyer and the Agents:

(a) Financial Statements.

(i) as soon as available, but in any event within 110 days after the end of each fiscal year of BSX, a copy of the consolidated balance sheet of BSX and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of operations and stockholders' equity and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing;

(ii) as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of BSX, the unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations for such quarter and the portion of the fiscal year through the end of such quarter and of cash flows of BSX and its consolidated Subsidiaries for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and

(iii) all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); PROVIDED that it is hereby acknowledged that the quarterly financial statements delivered pursuant to paragraph (b) above may not include all of the information and footnotes required by GAAP for complete annual financial statements.

Any financial statement required to be furnished pursuant to this Section 4.2(a) shall be deemed to have been furnished on the date on which the Lenders receive notice that BSX has posted such financial statement on the Intralinks website on the Internet at www.intralinks.com; PROVIDED that BSX shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders). Notwithstanding the foregoing, BSX shall deliver paper copies of any financial statement referred to in this Section 4.2(a) to the Administrative Agent if the Administrative Agent or any Lender requests BSX to furnish such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

(b) Certificates; Other Information.

(i) Concurrently with the delivery of the financial statements referred to in Section 4.2(a), a certificate of a Responsible Officer of BSX stating that such Responsible Officer has obtained no knowledge of any Unmatured Amortization Event or Amortization Event that has occurred and is continuing except as specified in such certificate;

(ii) Within ten days after the same are sent, copies of all financial statements and reports which BSX sends to its stockholders, and within five days after the same are filed, copies of all financial statements and reports which BSX may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority, and promptly after the same are issued, copies of all press releases issued by BSX, or advise that such filings have been made; and

(iii) Promptly, such additional financial and other information as any Lender may from time to time reasonably request.

(c) Proceedings. As soon as possible and in any event within five Business Days after any Authorized Officer of such Seller obtains knowledge thereof, notice of (i) any litigation, investigation or proceeding which may exist at any time which would reasonably be expected to have a Seller Material Adverse Effect and (ii) any development in previously disclosed litigation which development would reasonably be expected to have a Seller Material Adverse Effect;

(d) Change in Business or Credit and Collection Policy. Prompt written notice of any material change in the character of such Seller's business prior to the occurrence of such change, and not less than 30 days' prior written notice of any material change in such Seller's Credit and Collection Policy (together with a copy of such proposed change);

(e) Sale Termination Date. Prompt written notice of the Sale Termination Date; and

(f) Other. Promptly, from time to time, such other information, documents, records or reports respecting the Receivables originated by such Seller, the condition, operations, financial or otherwise, of such Seller or such Seller's performance hereunder that the Buyer or any of the Agents may from time to time reasonably request in order to protect the interests of the Buyer and the Administrative Agent, on behalf of the Secured Parties, under or as contemplated by the Transaction Documents.

(g) Taxes. Such Seller will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Each Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of any Agent or any Lender.

Section 4.3 Negative Covenants. From such Seller's Applicable Closing Date until the later of the Final Payout Date or the cessation of the purchases of the Buyer hereunder, unless the Buyer and the Agents shall otherwise consent in writing, such Seller will not:

(a) Sales, Liens, Etc. (i) Except as otherwise provided herein and in the other Transaction Documents, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Receivables originated by it, or any account to which any Collections are sent, or any right to receive income or proceeds from or in respect of any of the foregoing (except, prior to the execution of Collection Agreements, set-off rights of any bank at which any such account is maintained), or (ii) assert any interest in the Receivables, except as Servicer (or a designated sub-servicer for the Servicer).

(b) Extension or Amendment of Receivables. Except as permitted in the Credit and Collection Policy, extend, amend or otherwise modify the terms of any Receivable originated by it, or amend, modify or waive any term or condition of any Contract or Invoice related thereto in any way that adversely affects the collectibility of the Receivables originated by such Originator, taken as a whole, or any material part thereof, or the Buyer's rights therein.

(c) Change in Business or Credit and Collection Policy. Make or permit to be made any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectibility of any significant portion of the Receivables originated by it or otherwise materially and adversely affect the interests or remedies of the Buyer and its assigns under this Agreement or any other Transaction Document.

(d) Change in Payment Instructions to Obligors. Add or terminate any bank as a Collection Bank from those listed in Exhibit IV to the Credit and Security Agreement or, after the Collection Account has been established, make any change in its instructions to Obligors regarding payments to be made to the Buyer or the Servicer or payments to be made to any Collection Bank (except for a change in instructions solely for the purpose of directing Obligors to make such payments to another existing Collection Bank and where such change is immaterial and does not adversely affect the interests of the Administrative Agent, on behalf of the Lenders, in any respect), unless (i) the Agents shall have received prior written notice of such addition, termination or change and
(ii) the Administrative Agent shall have received duly executed copies of Collection Agreements in a form reasonably acceptable to the Agents with each new Collection Bank.

(e) Deposits to Collection Accounts. Deposit or authorize the deposit to any Collection Account of any cash or cash proceeds other than Collections of Receivables; it being understood and agreed that such Seller shall not be deemed to have breached the covenant set forth in this Section 4.3(e) solely by virtue of any deposits to any Collection Account of any cash or cash proceeds to the extent such deposit has not been authorized by such Seller.

(f) Changes to Other Documents. Enter into any amendment or modification of, or supplement to (i) such Seller's Organic Documents which could reasonably be expected to be materially adverse to the Buyer, (ii) this Agreement, or (iii) the Subordinated Notes.

(g) Name Change, Offices, Records and Books of Accounts. Change its name, identity, jurisdiction of organization or corporate structure (within the meaning of Sections 9-503 and/or 9-507 of the UCC of all applicable jurisdictions) or relocate its chief executive office, principal place of business or any office where Records are kept unless it shall have: (i) given Buyer and the Agents at least forty-five (45) days' prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by Buyer or any of the Agents in connection with such change or relocation..

(h) Mergers, Consolidations and Acquisitions. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except:

(i) any Subsidiary of any Seller may be merged or consolidated with or into such Seller (provided that such Seller shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of such Seller (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);

(ii) any Seller or any wholly owned Subsidiary of such Seller may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Seller or any other wholly owned Subsidiary, and, so long as no Unmatured Amortization Event or Amortization Event shall have occurred and be continuing or would occur as a result thereof, such Seller or any Subsidiary of the Seller may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of such Seller for fair market value;

(iii) any non-wholly owned Subsidiary of any Seller may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Seller or any wholly owned Subsidiary of such Seller for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of such Seller; and

(iv) any Seller or any Subsidiary of such Seller may be merged or consolidated with or into another Person; provided that such Seller or such Subsidiary shall be the continuing or surviving corporation and no Unmatured Amortization Event or Amortization Event shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Seller shall have received fair market value therefor as determined by the Board of Directors of the Seller); and provided further that the Seller may not be merged or consolidated with or into any Subsidiary,

PROVIDED that, in each of the foregoing cases:

(A) in the case of any consolidation or merger in which the successor or surviving entity is not a Seller, the Agents and the Buyer receive prior written notice of such consolidation

or merger, and the successor or surviving entity (if not a Seller) unconditionally assumes such Seller's (or Sellers') respective obligations under the Transaction Documents to which it is (or they are) a party immediately prior to giving effect to such consolidation or merger;

(B) all UCC financing statements necessary to maintain the validity and perfection of the Buyer's ownership interest in the Receivables and Related Security acquired or to be acquired from such Seller or Sellers under this Agreement, and the Administrative Agent's security interest therein on behalf of the Secured Parties, have been duly executed and filed in all necessary jurisdictions; and

(C) if the surviving entity in such transaction(s) is not an existing Seller under this Agreement, all other documents required to be delivered in connection with a Joinder Agreement hereunder have been duly executed and delivered substantially contemporaneously with such transaction(s).

(i) Disposition of Receivables and Related Security. Except pursuant to this Agreement, sell, lease, transfer, assign or otherwise dispose of (in one transaction or in a series of transactions) any Receivables and Related Security.

(j) Receivables Not to be Evidenced by Promissory Notes. Take any action to cause or permit any Receivable generated by it to become evidenced by any "instrument" (as defined in the applicable UCC), except in connection with the collection of overdue Receivables, PROVIDED that the original of any such instrument is delivered to the Buyer for immediate delivery to the Administrative Agent, duly endorsed.

(k) Accounting for Purchases. Account for the transactions contemplated hereby in any manner other than as a sale or contribution of Receivables and the Related Security by such Seller to the Buyer.

ARTICLE V.
JOINDER OF ADDITIONAL SELLERS

Section 5.1 Addition of New Sellers. From time to time upon not less than 60 days' prior written notice to the Buyer and the Agents (or such shorter period of time as the Agents may mutually agree upon), BSX may propose that one or more of its existing or hereafter acquired wholly-owned Subsidiaries become a Seller hereunder. No such addition shall become effective (a) if such addition constitutes a Material Proposed Addition, without the written consent of each of the Agents and each of the rating agencies who is then rating Commercial Paper of Blue Ridge or Victory but may become effective prior to such 60th day if such written consent is given more promptly and (b) unless all conditions precedent to such addition required by Section 5.2 below are satisfied prior to such date).

Section 5.2 Documentation. In the event that the Buyer and the Agents consent to the addition of a New Seller, such New Seller will execute a Joinder Agreement and shall deliver each of the documents, certificates and opinions required to be delivered under Section 3.1, together with such updated schedules and exhibits hereto as may be necessary to ensure that after giving effect to the addition of such New Seller, each of the representations and

warranties of such New Seller under Article II hereof will be true and correct as of such New Seller's Closing Date, and the Buyer will deliver a Subordinated Note to such New Seller.

ARTICLE VI.
ADDITIONAL RIGHTS AND OBLIGATIONS IN
RESPECT OF THE RECEIVABLES

Section 6.1 Rights of the Buyer. Each Seller hereby authorizes the Buyer and the Servicer (if other than such Seller) or their respective designees to take any and all steps in such Seller's name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables, including, without limitation, endorsing such Seller's name on checks and other instruments representing Collections and enforcing such Receivables, the Invoices and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment.

Section 6.2 Responsibilities of the Sellers. Anything herein to the contrary notwithstanding:

(a) Collection Procedures. Each Seller agrees to direct all Obligors to make payments of such Seller's Receivables directly to a Collection Account that is the subject of a Collection Account Agreement at a Collection Bank. Each Seller further agrees to transfer any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on such Receivables directly to the Servicer (if other than such Seller) within one (1) Business Day after receipt thereof, and agrees that all such Collections shall be deemed to be received in trust for the Buyer; PROVIDED that, to the extent permitted pursuant to Section 1.3, each Seller may retain such Collections as a portion of the Purchase Price then payable to it or apply such Collections to the reduction of the outstanding balance of its Subordinated Note.

(b) Servicing. BSX shall be responsible for the servicing, administration and collection of the Receivables, all on the terms set out in (and subject to any rights to terminate BSX as Servicer pursuant to) the Credit and Security Agreement.

(c) Power of Attorney. Each Seller hereby grants to Servicer (if other than such Seller) an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Seller all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any writing or other right of any kind held or transmitted by such Seller or transmitted or received by such Seller in connection with any Receivable or under the Related Security (including the Records).

(d) Performance under Contracts. Each Seller will perform all of its obligations under the Contracts generated by it to the same extent as if the Receivables had not been sold or contributed, as applicable, hereunder and the exercise by Buyer, Servicer, any of the Agents or any designee of the foregoing of its rights hereunder or under the Credit and Security Agreement shall not relieve such Seller from such obligations.

Section 6.3 Further Action Evidencing Purchases. (a) Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Buyer may reasonably request in order to perfect, protect or more fully evidence the Buyer's ownership of the Receivables generated by such Seller (and the Related Security) purchased by the Buyer hereunder, or to enable the Buyer to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Buyer, each Seller will:

(i) Execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate; and

(ii) Mark the summary aged trial balance report with the legend set forth in Section 3.1(i).

(b) Each Seller hereby authorizes the Buyer or its designee to file one or more financing or continuation statements, and amendments thereto and assignment thereof, relative to all or any of the Receivables (and the Related Security) now existing or hereafter sold by such Seller. If such Seller fails to perform any of its agreements or obligations under this Agreement, the Buyer or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Buyer or its designee incurred in connection therewith shall be payable by such Seller.

(c) Without limiting the generality of the foregoing, each Seller will, not earlier than six months and not later than three months prior to the fifth anniversary of the date of filing of the financing statements filed in connection with its Applicable Closing Date or any other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred: (i) execute (if required) and deliver and file or cause to be filed appropriate continuation statements; and (ii) deliver or cause to be delivered to Agent an opinion of Shearman & Sterling (or other counsel for such Seller reasonably satisfactory to Buyer), in form and substance reasonably satisfactory to Buyer, confirming and updating the opinion delivered in connection with such Applicable Closing Date relating to the validity, perfection and priority of Buyer's interests in the Receivables.

Section 6.4 Application of Collections. Except as otherwise specified by such Obligor or required by the underlying Contract or law: any payment by an Obligor in respect of any indebtedness owed by it to such Seller or to the Buyer shall be applied FIRST, as a Collection of any Receivable or Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest of such Receivables (unless another reasonable basis for allocation of such payments to the Receivables of such Obligor exists), and SECOND, to any other indebtedness of such Obligor.

ARTICLE VII. INDEMNIFICATION

Section 7.1 Indemnities by the Sellers. Without limiting any other rights which any such Person may have hereunder or under applicable law, each of the Sellers hereby agrees to indemnify the Buyer, its assigns, and each of their respective Affiliates, and all

successors, transferees, participants and assigns and all officers, directors, shareholders, members, controlling persons, employees and agents (each, a "SELLER INDEMNIFIED PARTY"), forthwith on demand, from and against any and all damages, taxes, losses, claims, liabilities and reasonable related out-of-pocket costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "SELLER INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or relating to this Agreement, any of the other Transaction Documents to which such Seller is a party, the Receivables and Related Security, and/or the actions of such Seller, excluding, however, (i) Seller Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Seller Indemnified Party,
(ii) taxes imposed by the jurisdiction in which such Seller Indemnified Party's principal executive office is located, on or measured by the overall net income of such Seller Indemnified Party; and (iii) recourse (except as otherwise specifically provided in this Agreement) for Seller Indemnified Amounts to the extent the same includes losses in respect of Receivables that were Eligible Receivables on the date such Receivables were purchased by Buyer hereunder but which prove to be uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor. Without limiting the foregoing, each of the Sellers shall indemnify each Seller Indemnified Party for Seller Indemnified Amounts arising out of or relating to:

(A) the creation of any Lien on, or transfer by such Seller of any interest in, its Receivables and Related Security other than (1) the sales and contributions of Receivables and Related Security pursuant hereto, and (2) the Lien granted by the Buyer pursuant to the Credit and Security Agreement;

(B) any representation or warranty made by such Seller (or any of its officers) under or in connection with any Transaction Document or any Purchase Report delivered by (or on behalf of) such Seller pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made or delivered, as the case may be (regardless of whether the breach of such representation or warranty is material);

(C) the failure by such Seller to comply with the terms of any Transaction Document or any applicable law, rule or regulation with respect to any of its Receivables or the related Contracts or Invoices, or the nonconformity of any of such Seller's Receivables or the related Contracts or Invoices with any such applicable law, rule or regulation;

(D) the failure to vest and maintain vested in the Buyer, a valid and perfected ownership interest in the Receivables and Related Security sold or contributed by such Seller hereunder, free and clear of any other Lien, other than a Lien arising solely as a result of the Buyer, now or at any time thereafter;

(E) [Intentionally Deleted];

(F) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable originated by such Seller (including, without limitation, a

defense based on such Receivable or the related Contract or Invoice not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the services related to such Receivable or the furnishing or failure to furnish such services (provided that this clause (F) shall not be applied to provide credit recourse in respect of the portion of the Outstanding Balance of any Receivable which has been discharged in the bankruptcy of the Obligor thereon);

(G) any matter described in Section 1.4;

(H) any failure of such Seller to perform its duties or obligations in accordance with the provisions of this Agreement or the other Transaction Documents to which it is a party;

(I) any claim relating to a breach by such Seller of any related Contract or Invoice with respect to any Receivable;

(J) any sales or use tax payable in connection with the transactions giving rise to any Receivable originated by such Seller, and any documentary stamp taxes or recording taxes associated with the perfection of the Buyer's ownership in the Receivables and Related Security;

(K) the commingling by such Seller of Collections of Receivables at any time with other funds;

(L) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document to which such Seller is a party, the transactions contemplated hereby or thereby, the use of the proceeds of any sale, the Buyer's ownership interest in the Receivables and Related Security originated by such Seller or any other investigation, litigation or proceeding relating to such Seller or the Receivables and Related Security originated by it in which any Seller Indemnified Party becomes involved as a result of any of the transactions contemplated hereby or thereby;

(M) any products or professional liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or Invoice or any Receivable originated by such Seller;

(N) any inability to litigate any claim against any Obligor in respect of any Receivable originated by such Seller as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; or

(O) the occurrence of any Event of Bankruptcy with respect to such Seller or BSX.

In addition to BSX's obligations under the foregoing indemnity with respect to itself as a Seller and the Receivables originated by it, BSX hereby agrees to be jointly and severally liable with each other Seller for such other Seller's indemnity obligations set forth above.

Section 7.2 Contribution. If for any reason the indemnification provided above in Section 7.1 is unavailable to a Seller Indemnified Party or is insufficient to hold a Seller Indemnified Party harmless, then the applicable Seller(s) shall contribute to the amount paid or payable by such Seller Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Seller Indemnified Party on the one hand and the applicable Seller(s) on the other hand but also the relative fault of such Seller Indemnified Party as well as any other relevant equitable considerations.

ARTICLE VIII.
MISCELLANEOUS

Section 8.1 Waivers and Amendments. The provisions of this Agreement may from time to time be amended, restated, otherwise modified or waived, if such amendment, modification or waiver is in writing and consented to by each Seller, the Buyer, the Agents and the Servicer (if the Servicer is not a Seller). No failure or delay on the part of the Buyer, the Servicer, any Seller or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer, the Servicer or any Seller in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Buyer or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 8.2 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by express mail or courier or by certified mail, postage-prepaid, or by facsimile, to the intended party (a) in the case of any Seller, in care of BSX at the address or facsimile number of the initial Servicer set forth on Schedule 14.2 of the Credit and Security Agreement, and (b) in the case of Buyer, at the address or facsimile number of the Borrower set forth on Schedule 14.2 of the Credit and Security Agreement, or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered or sent by express mail or courier or if sent by certified mail, when received, and (ii) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means.

Section 8.3 Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. No failure on the part of Buyer or any Seller Indemnified Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any

right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. Without limiting the foregoing, each of the Seller Indemnified Parties is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Seller Indemnified Party to or for the credit to the account of any Seller, now or hereafter existing under this Agreement, against any Seller Indemnified Amounts owing to such Seller Indemnified Party hereunder.

Section 8.4 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer, each Seller and their respective successors and permitted assigns. Except as permitted in Section 4.3(h), no Seller may assign its rights hereunder or any interest herein without the prior written consent of the Buyer and each of the Agents; subject to
Section 8.11, the Buyer may not assign its rights hereunder or any interest herein except to the Administrative Agent, in each of the foregoing cases, without the prior written consent of each of the Sellers and the Agents. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect as to each Seller until the date after such Seller's Sale Termination Date on which such Seller has received indefeasible payment in full for all Receivables and Related Security conveyed by it to the Buyer hereunder and shall have paid and performed all of its obligations hereunder in full. The rights and remedies with respect to any breach of any representation and warranty made by any Seller pursuant to Article II and the indemnification and payment provisions of Article VII and Section 8.6 shall be continuing and shall survive any termination of this Agreement.

Section 8.5 Governing Law. EACH TRANSACTION DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW (EXCEPT IN THE CASE OF THE OTHER TRANSACTION DOCUMENTS, TO THE EXTENT OTHERWISE EXPRESSLY STATED THEREIN) AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTERESTS OR SECURITY INTERESTS OF THE BUYER OR THE ADMINISTRATIVE AGENT, ON BEHALF OF THE SECURED PARTIES, IN ANY COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 8.6 Costs, Expenses and Taxes. In addition to the obligations of each Seller under Article VII, each of the Sellers agrees to pay on demand:

(a) all reasonable costs and expenses, including attorneys' fees, in connection with the enforcement against such Seller of this Agreement and the other Transaction Documents executed by such Seller; and

(b) all stamp duties and other similar filing or recording taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and

recording of this Agreement or the other Transaction Documents, and agrees to indemnify each Seller Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 8.7 Submission to Jurisdiction. EACH PARTY HERETO HEREBY
IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR UNITED STATES FEDERAL COURT SITTING IN THE STATE OF NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN
SECTION 8.2; AND (e) TO THE EXTENT ALLOWED BY LAW, AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 8.7 SHALL AFFECT BUYER'S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST ANY SELLER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

Section 8.8 Waiver of Jury Trial. EACH PARTY HERETO EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR UNDER ANY AMENDMENT, INSTRUMENT, JOINDER AGREEMENT OR DOCUMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED BY IT OR ON ITS BEHALF IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

Section 8.9 Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

Section 8.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 8.11 Acknowledgment and Agreement. By execution below, each Seller expressly acknowledges and agrees that all of the Buyer's rights, title, and interests in, to, and under this Agreement shall be pledged and/or collaterally assigned by the Buyer to the Administrative Agent for the benefit of the Secured Parties pursuant to the Credit and Security Agreement (and the Administrative Agent may further assign such rights in accordance with the Credit and Security Agreement), and each Seller consents to such assignment. Each of the parties hereto acknowledges and agrees that the Agents and the Lenders are third party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which any Seller is a party.

Section 8.12 No Proceedings. Each Seller agrees that it shall not institute against the Buyer or any Conduit, or join any other Person in instituting against the Buyer or any Conduit, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) as long as there shall not have elapsed one year plus one day after (i) the Final Payout Date, in the case of the Buyer and (ii) all outstanding senior indebtedness of such Conduit shall have been paid in full. The foregoing shall not limit any Seller's right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than a Seller.

Section 8.13 Confidentiality. Each party hereto agrees to comply with the confidentiality provisions of Section 14.5 of the Credit and Security Agreement with the same force and effect as if it were a direct party thereto.

Section 8.14 Loans by Buyer to Originator. Buyer may make Demand Advances to BSX from time to time to the extent provided in, and in accordance with the terms of, the Credit and Security Agreement.

Section 8.15 No Recourse Against Other Parties. No recourse under any obligation, covenant or agreement of any party contained in this Agreement shall be had against any stockholder, employee, officer, director, incorporator or organizer of such Party, provided, however, that nothing in this Section 8.15 shall relieve any of the foregoing Persons from any liability which such Person may otherwise have for its gross negligence or willful misconduct.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.

BOSTON SCIENTIFIC CORPORATION

By: _________________________
Name: Milan Kofol
Title: Vice President, Treasurer

BOSTON SCIENTIFIC FUNDING LLC

By: _________________________
Name: Milan Kofol
Title: Treasurer

ANNEX A
DEFINITIONS

A. INCORPORATION OF CREDIT AND SECURITY AGREEMENT DEFINITIONS. Unless otherwise defined herein, terms that are capitalized and used in this Agreement are used as defined in the Credit and Security Agreement described in the preamble to this Agreement.

B. CERTAIN DEFINED TERMS. The following terms have the respective meanings indicated herein below:

"APPLICABLE CLOSING DATE" means (i) with respect to the Original Seller, the Initial Closing Date, and (ii) with respect to each New Seller, its New Seller Closing Date.

"APPLICABLE CUT-OFF DATE" means (i) with respect to the Original Seller, the Initial Cut-Off Date, (ii) with respect to each New Seller, its New Seller Cut-Off Date, and (iii) with respect to all Sellers, each Cut-Off Date after the applicable date in the preceding clause (i) or clause (ii).

"AVAILABLE FUNDS" means, on any date of determination, monies then held by or on behalf of the Buyer after deduction of (a) all Obligations, if any, that are due and owing under the Credit and Security Agreement, (b) all Servicer's Fees that are then due and owing, and (c) in the Buyer's discretion, the accrued and unpaid portion of all current expenses of the Buyer (whether or not then due and owing), in each of the foregoing cases, whether or not the same have actually been paid as of the time of determination.

"BUYER" has the meaning set forth in the preamble.

"COLLECTIONS" means, with respect to any Receivable, all funds which are received from or on behalf of any related Obligor in payment of any amounts owed (including, without limitation, purchase prices, finance charges, interest and all other charges) in respect of such Receivable, or applied to such amounts owed by such Obligor (including, without limitation, payments that the Buyer, the applicable Seller or the Servicer receives from third party payors and applies in the ordinary course of its business to amounts owed in respect of such Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligor or any other party directly or indirectly liable for payment of such Receivable and available to be applied thereon).

"COMMONLY CONTROLLED ENTITY" means, an entity, whether or not incorporated, which is under common control with a Seller within the meaning of
Section 4001 of ERISA or is part of a group which includes a Seller and which is treated as a single employer under Section 414 of the Code.

"CONTRACT" means, with respect to any Receivable, any requisition, purchase order, agreement, contract, Invoice or other writing with respect to the provision of services by a Seller to an Obligor.

"CONTRACTUAL OBLIGATION" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"CREDIT AND SECURITY AGREEMENT" has the meaning set forth in the recitals.

"DISCOUNT FACTOR" means a percentage calculated to provide the Buyer with a reasonable return on its investment in the Receivables acquired from each Seller after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to the Buyer of financing its investment in such Receivables during such period and (ii) the risk of nonpayment by the Obligors. Each Seller and the Buyer may agree from time to time to change the Discount Factor applicable to purchases from such Seller based on changes in one or more of the items affecting the calculation thereof, PROVIDED that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period commencing no earlier than the last day of the current Calculation Period, and shall apply only prospectively.

"EQUITY INTERESTS" means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement.

"ERISA" means, the Employee Retirement Income Security Act of 1974, as amended from time to time.

"EXCLUDED RECEIVABLES" means any Receivable originated by a Person with whom any Seller merges or consolidates, prior to the latest to occur of (i) the approval , in writing, by each of the Co-Agents of such Receivables and (ii) the integration by such Seller of the Receivables into the software systems used by such Seller to administer its Receivables, which integration shall occur not later than 120 days after the completion of such merger or consolidation.

"GAAP" means, generally accepted accounting principles in the United States of America consistent with those utilized in preparing the audited financial statements referred to in Section 2.1(a).

"GOVERNMENTAL AUTHORITY" means, any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"GUARANTEE OBLIGATION" means, as to any Person (the "GUARANTEEING PERSON"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) as to which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "PRIMARY

OBLIGATIONS") of any other unrelated third Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; PROVIDED, HOWEVER, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person's reasonably anticipated liability in respect thereof as determined by BSX in good faith.

"INDEBTEDNESS" means, of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of such Person's business and payable in accordance with customary practices and earn-outs and other similar obligations in respect of acquisition and other similar agreements), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Equity Interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) net liabilities under interest rate swap, exchange or cap agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

"INITIAL CLOSING DATE" means the date on which the initial Advance was made under the Original Agreement.

"INITIAL CUT-OFF DATE" means the Cut-Off Date immediately preceding the Initial Closing Date.

"INITIAL CONTRIBUTED RECEIVABLES" has the meaning set forth in Section 1.1.

"INVOICE" means, with respect to any Receivable, any paper or electronic bill, statement or invoice for services rendered by a Seller to an Obligor.

"JOINDER AGREEMENT" has the meaning set forth in the preamble.

"MATERIAL ACQUISITION" has the meaning set forth in the Credit and Security Agreement.

"MULTIEMPLOYER PLAN" means, a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

"NEW SELLER" means any direct or indirect wholly-owned Subsidiary of BSX that hereafter becomes a Seller under this Agreement by executing a Joinder Agreement and complying with the provisions of Article V hereof.

"NEW SELLER CLOSING DATE" means, as to any New Seller, the Business Day on which each of the conditions set forth in Article V has been satisfied.

"NEW SELLER CUT-OFF DATE" means, with respect to each New Seller, the Cut-Off Date immediately preceding its New Seller Closing Date.

"ORIGINAL RSA" has the meaning set forth in the first WHEREAS clause.

"ORIGINAL SELLER" means Boston Scientific Corporation, a Delaware corporation.

"PBGC" means, the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.

"PERSON" means, an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

"PLAN" means, at a particular time, any employee benefit plan which is covered by ERISA and in respect of which a Seller or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"PURCHASE PRICE" means, with respect to any purchase of Receivables and their Related Security from a Seller on any date, the aggregate price to be paid therefor by the Buyer to the applicable Seller in accordance with Section 1.3 of this Agreement on such date, which price shall equal (i) the product of
(x) the Outstanding Balance of such Receivables as of the Applicable Cut-Off Date, multiplied by (y) one minus the Discount Factor then in effect, minus

(ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.4 of the Agreement.

"PURCHASE PRICE CREDIT" shall have the meaning provided in Section 1.4 hereof.

"PURCHASE REPORT" shall have the meaning provided in Section 1.3(c) hereof.

"RECEIVABLE" means any right to payment arising from the sale to any Domestic Person of medical products, devices or services by a Seller, including, without limitation, the right to payment of any interest or finance charges and other amounts with respect thereto, other than Excluded Receivables. Rights to payment arising from any one transaction, including, without limitation, rights to payment represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the rights to payment arising from any other transaction.

"RECORDS" means, collectively, all Invoices and all other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to any Receivable, Related Security and/or Obligor other than (i) any Contract related thereto, and (ii) any confidential patient information including, without limitation, test results.

"RELATED SECURITY" means, collectively, all of the following with respect to each Receivable:

(a) all Contracts (PROVIDED, HOWEVER, that to the extent that any Contract includes a prohibition on assignment, such interest shall be limited to a security interest in the applicable Seller's right to receive payment thereunder to the extent contemplated by Sections 9-406 and 9-408 (as applicable) of the UCC of the applicable jurisdiction);

(b) all right, title and interest in and to the following: (i) all Collections; (ii) all Records; (iii) all Collection Accounts and all cash, balances and instruments therein from time to time therein; (iv) all right, title and interest in and to (A) the goods (including returned or repossessed goods), if any, the sale of which by a Seller gave rise to such Receivable and all insurance contracts with respect thereto, (B) all security deposits and other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, (C) all UCC financing statements covering any collateral securing payment of such Receivable, and (D) all guarantees and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and

(c) all proceeds and insurance proceeds of the foregoing.

"REPORTABLE EVENT" means, any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. ss. 4043.

"REQUIRED CAPITAL AMOUNT" means $2,180,000.

"RESPONSIBLE OFFICER" means, with respect to each Seller, any of its chief executive officer, president, vice president-finance, treasurer or secretary, acting singly.

"SALE TERMINATION DATE" means, as to any Seller, the earliest to occur of the following:

(i) the date designated by such Seller to the Buyer upon not less than 15 Business Days' prior written notice,

(ii) the date on which an Event of Bankruptcy occurs with respect to such Seller;

(iii) the date on which such Seller is unable to satisfy the applicable conditions precedent to each purchase set forth in Article III hereof;

(iv) the date on which a Change in Control occurs with respect to BSX, the Buyer or such Seller; and

(v) the occurrence of the Termination Date under clause (a) or (b) of the definition of such term in the Credit and Security Agreement.

"SELLER" means an Original Seller or a New Seller.

"SELLER INDEMNIFIED AMOUNTS" shall have the meaning provided in
Section 7.1 hereof.

"SELLER INDEMNIFIED PARTY" shall have the meaning provided in Section 7.1 hereof.

"SELLER MATERIAL ADVERSE EFFECT" means, with respect to any Seller, a material adverse effect on (i) the financial condition or operations of BSX and its Subsidiaries taken as a whole, (ii) the ability of such Seller to perform its obligations under this Agreement, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) the Buyer's ownership interest in the Receivables acquired from such Seller generally or in any material portion of such Receivables or the proceeds thereof, or (v) the collectibility of the Receivables acquired from such Seller generally or of any material portion of such Receivables.

"SINGLE EMPLOYER PLAN" means, any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

"SUBORDINATED LOAN" means a subordinated revolving loan from a Seller to the Buyer which is evidenced by a Subordinated Note.

"SUBORDINATED NOTE" means a subordinated promissory note in the form of Exhibit B hereto issued by the Buyer to a Seller, as it may be amended, supplemented, endorsed or otherwise modified from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents.

THE FOREGOING DEFINITIONS SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF THE DEFINED TERMS.

B. OTHER INTERPRETIVE MATTERS. All accounting terms defined directly or by incorporation in this Agreement or the other Transaction Documents shall have the defined meanings when used in any certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined in such agreement, and accounting terms partly defined in such agreement to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles; (b) terms defined in Article 9 of the UCC and not otherwise defined in such agreement are used as defined in such Article; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words "hereof," "herein" and "hereunder" and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of such agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term "including" means "including without limitation"; (g) references to any law refer to that law as amended from time to time and include any successor law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person's successors and assigns; (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; (k) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term "from" means "from and including", and the terms "to" and "until" each means "to but excluding"; (l) terms in one gender include the parallel terms in the neuter and opposite gender; and (m) the preamble and recitals shall constitute a part of this Agreement.

TO:  THE BUYER AND THE AGENTS
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables sold
by Seller during the period:                                                                                    A
                                                          $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables sold during such period which
were not Eligible Receivables on the date when sold ("INELIGIBLE RECEIVABLES"):
                                                          ($____________)                                      (B)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Aggregate Outstanding Balance of all Eligible
Receivables sold during the period (A - B):                                          $___________              =C
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables (if
any) contributed during the period: D
                                                          $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
Aggregate Outstanding Balance of all Receivables (if
any) contributed during such period which were not
Eligible Receivables on the date when sold:               ($____________)                                      (E)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Aggregate Outstanding Balance of all Eligible
Receivables (if any) contributed during the period (D -
E):                                                                                  $___________               =F
--------------------------------------------------------- -------------------------- ----------------------- ---------
The amount specified in Line F                            $_____________                                        G
MULTIPLIED BY:  One minus the Discount Factor then in
effect:                                                   ($____________)                                      (H)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Gross amount payable during the period with
respect to such Eligible Receivables (G - H)                                         $____________              =I
--------------------------------------------------------- -------------------------- ----------------------- ---------
The amount specified in Line E                            $____________                                         J
MULTIPLIED BY:  One minus the Discount Factor then in
effect:                                                   ($____________)                                      (K)
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Gross amount payable during the period with
respect to such Ineligible Receivables (J - K)                                       $____________              =L
--------------------------------------------------------- -------------------------- ----------------------- ---------
SUM OF (I) + (L)                                          $____________                                         M
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Total Purchase Price Credits arising during the                                                         (N)
Period:                                                   ($____________)
--------------------------------------------------------- -------------------------- ----------------------- ---------

EQUALS:  Purchase Price payable during the Period (M -
N):                                                                                  $____________              =O
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Cash Purchase Price Paid to Seller during the                                                            P
Period:                                                   $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Subordinated Loans made by Seller during the                                                             Q
Period:                                                   $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Purchase Price owed to BSX for the period
(O - P - Q):                                                                         $_____________             =S
--------------------------------------------------------- -------------------------- ----------------------- ---------
LESS:  Demand Advances made by Borrower to BSX during                                                           T
the Period:                                               ($____________)
--------------------------------------------------------- -------------------------- ----------------------- ---------
PLUS:  Demand Advances re-paid to Borrower by BSX                                                               U
during the Period:                                        $_____________
--------------------------------------------------------- -------------------------- ----------------------- ---------
EQUALS:  Cash to be paid by Borrower to BSX                                                                     V
                                                                                     $____________
--------------------------------------------------------- -------------------------- ----------------------- ---------

EXHIBIT B
SUBORDINATED NOTE
(NON-NEGOTIABLE)

[Date]

FOR VALUE RECEIVED, the undersigned, Boston Scientific Funding LLC, a Delaware limited liability company (the "BUYER"), promises to pay to _______________, a _____________ (the "SELLER"), to the extent of the Buyer's Available Funds and on the terms and subject to the limitations and conditions set forth herein and in the Sale Agreement referred to below, the principal sum of the aggregate unpaid Purchase Price of all Receivables purchased from time to time by the Buyer from the Seller pursuant to such Sale Agreement, as such unpaid Purchase Price is shown in the records of the Seller.

1. Sale Agreement. This promissory note (this "SUBORDINATED NOTE") is one of the Subordinated Notes described in, and is subject to the terms and conditions set forth in, that certain Receivables Sale Agreement dated as of August 16, 2002 (as the same may be amended or otherwise modified from time to time, the "SALE AGREEMENT"), by and between the Seller and certain of its affiliates and the Buyer. Reference is hereby made to the Sale Agreement for a statement of certain other rights and obligations of the Seller and the Buyer.

2. Definitions. Capitalized terms used (but not defined) herein have the meanings attributed thereto in the Sale Agreement or, to the extent not defined therein, in the Credit and Security Agreement dated as of August 16, 2002, among Boston Scientific Corporation, as initial Servicer, the Buyer, as borrower, Blue Ridge Asset Funding Corporation, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, individually and as Victory Agent, and Wachovia Bank, National Association, individually, as Blue Ridge Agent and as Administrative Agent (as amended, restated or otherwise modified from time to time, the "CREDIT AND SECURITY AGREEMENT"). In addition, as used herein, the following terms have the following meanings:

"BANKRUPTCY PROCEEDINGS": As defined in clause (b) of paragraph 9 hereof.

"BLOOMBERG CP RATE": For each day in a calendar month, the rate PER ANNUM determined on the CD equivalent yield basis equal to the composite broker/dealer offered rate for 30-day "A1/P1/F1" rated U.S. asset-backed commercial paper, which rate appears on a Bloomberg L.P. terminal, displayed under the address "ACPB030Y (Index) (Go)" effective as of 10:00
a.m., New York time, on the first Business Day of such month, PROVIDED THAT if no such offered rates appear on such page, the Bloomberg CP Rate for such month will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of CP Rates being paid by the Buyer under the Credit and Security Agreement as of the first Business Day of such month.

"FINAL MATURITY DATE": The forty-fifth (45th) day following the Final Payout Date.

"SENIOR INTEREST": All Obligations (under and as defined in the Credit and Security Agreement).

"SENIOR INTEREST HOLDERS": Collectively, the Agents, the Lenders, the other Affected Parties and the Indemnified Parties.

3. Interest. Prior to the Final Payout Date, the aggregate unpaid Purchase Price owing to the Seller under the Sale Agreement from time to time outstanding shall bear interest at a rate per annum equal to the sum of the Bloomberg CP Rate plus 1%, and from (and including) the Final Payout Date to (but excluding) the date on which the entire aggregate unpaid Purchase Price owing to the Seller under the Sale Agreement is fully paid, the aggregate unpaid Purchase Price owing to the Seller under the Sale Agreement from time to time outstanding shall bear interest at a rate per annum equal to the sum of the Bloomberg CP Rate plus 2%; PROVIDED, HOWEVER, that in no event in excess of the maximum rate permitted by law. In the event that, contrary to the intent of the Seller and the Buyer, the Buyer pays interest hereunder and it is determined that such interest rate was in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal then due hereunder.

4. Interest Payment Dates. Subject to the provisions set forth below, the Buyer shall pay accrued interest on this Subordinated Note from Available Funds (a) on each Settlement Date, and (b) on the date of each principal payment made in cash on a date other than a Settlement Date.

5. Basis of Computation. Interest accrued hereunder shall be computed for the actual number of days elapsed on the basis of a 360-day year.

6. Principal Payment Dates. Subject to the provisions set forth below, payments of the principal amount of this Subordinated Note shall be made from Available Funds as follows:

(a) The principal amount of this Subordinated Note shall be reduced from time to time in accordance with Section 1.3 of the Receivables Sale Agreement;

(b) The entire remaining Outstanding Balance of this Subordinated Note shall be paid on the Final Maturity Date.

Subject to the provisions set forth below, the principal amount of and accrued interest on this Subordinated Note may be prepaid from Available Funds on any Business Day prior to the Seller's Sale Termination Date without premium or penalty.

7. Payments. All payments of principal and interest hereunder are to be made in lawful money of the United States of America.

8. Enforcement Expenses. In addition to and not in limitation of the foregoing, but subject to the provisions set forth below and to any limitation imposed by applicable law, the Buyer agrees to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the Seller in seeking to collect any amounts payable hereunder which are not paid when due.

9. Provisions Regarding Restrictions on Payment. The Buyer covenants and agrees, and the Seller, by its acceptance of this Subordinated Note, likewise covenants and agrees on behalf of itself and any holder of this Subordinated Note, that the payment of the principal amount of, and interest on, this Subordinated Note is hereby expressly subject to certain restrictions set forth in the following clauses of this paragraph 9:

(a) No payment or other distribution of the Buyer's assets of any kind or character, whether in cash, securities, or other rights or property, shall be made on account of this Subordinated Note except to the extent such payment or other distribution is permitted under the Sale Agreement and the Credit and Security Agreement and is made from Available Funds;

(b) In the event of (i) the occurrence of such Seller's Sale Termination Date, or (ii) any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to the Buyer, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any other marshaling of the assets and liabilities of the Buyer or any sale of all or substantially all of the assets of the Buyer (such proceedings being herein collectively called "BANKRUPTCY PROCEEDINGS"), the Senior Interest shall first be paid and performed in full and in cash before the Seller will be entitled to receive and to retain any payment or distribution in respect to this Subordinated Note. In order to implement the foregoing, the Seller hereby irrevocably agrees that the Administrative Agent, in the name of the Seller or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of the Seller relating to this Subordinated Note, in each case until the Senior Interests shall have been paid and performed in full and in cash;

(c) In the event that the Seller receives any payment or other distribution of any kind or character from the Buyer or from other source whatsoever, in respect of this Subordinated Note, other than as expressly permitted by the terms of this Subordinated Note, such payment or other distribution shall be received for the sole benefit of the Senior Interest Holders and shall be turned over by the Seller to the Administrative Agent (for the benefit of the Senior Interest Holders) forthwith;

(d) Notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Subordinated Note, while any Bankruptcy Proceedings are pending, the Seller will not be subrogated to the then existing rights of the Senior Interest Holders in respect of the Senior Interests

until the Senior Interests have been paid and performed in full and in cash. Upon the occurrence of the Final Payout Date, the Seller will be subrogated to the then existing rights of the Senior Interest Holders, if any;

(e) The provisions set forth in this Section 9 are intended solely for the purpose of defining the relative rights of the Seller, on the one hand, and the Senior Interest Holders, on the other hand. Nothing contained in this Subordinated Note is intended to or shall impair, as between the Buyer, its creditors (other than the Senior Interest Holders) and the Seller, the Buyer's obligation, which is unconditional and absolute, to pay the Seller the principal of and interest on this Subordinated Note as and when the same shall become due and payable in accordance with the terms hereof or to affect then relative rights of the Seller and creditors of the Buyer (other than the Senior Interest Holders);

(f) The Seller will not, until the Senior Interests have been paid and performed in full and in cash, transfer, pledge or assign, or commence legal proceedings to enforce or collect this Subordinated Note or any rights in respect hereof;

(g) The Seller will not, without the advance written consent of each of the Agents, commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to the Buyer until at least one year and one day shall have passed since the Final Payout Date shall have occurred;

(h) If, at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with Bankruptcy Proceedings or otherwise), these provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made;

(i) The Seller hereby waives; (i) notice of acceptance of these provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior Interests; and (iii) all diligence in enforcement, collection or protection of, or realization upon, the Senior Interests, or any thereof, or any security therefor;

(j) These provisions constitute a continuing offer from the holder of this Subordinated Note to all Persons who become holders of, or who continue to hold, Senior Interests; and these provisions are made for the benefit of the Senior Interest Holders, and the Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.

10. General.

(a) No failure or delay on the part of the Seller in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any

provision of this Subordinated Note shall in any event be effective unless (i) the same shall be in writing and signed and delivered by the Buyer and the Seller and (ii) all consent required for such actions under the Transaction Documents shall have been received by the appropriate Persons.

(b) The Seller hereby agrees that it will not (i) institute against, join any other Person in instituting against or take any action, direct or indirect, in furtherance or contemplation of instituting against, the Buyer any bankruptcy, insolvency, winding up, dissolution, receivership, conservatorship or other similar proceeding or action or (ii) exercise any right of set-off or recoupment, or assert any counterclaim, against the Buyer, in each case so long as there shall not have elapsed one year and one day since the Final Payout Date has occurred.

(c) The Seller expressly recognizes and agrees that the obligations represented by this Subordinated Note are not secured by any interest in any of the assets of the Buyer, including, without limitation, any Receivables or Related Security.

11. No Negotiation. This Subordinated Note is not negotiable and may not be pledged except to a Person who covenants in writing, with the Buyer and the Agents, that such Person will agree not to initiate or join any proceeding of the type described in Section 8.12 of the Sale Agreement. Any purported sale, transfer, assignment, pledge or negotiation of this Subordinated Note shall be void without the prior written consent of each of the Agents under the Credit and Security Agreement.

12. Governing Law. THIS PROMISSORY NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

13. Captions. Paragraph captions used in this Subordinated Note are for convenience only and shall not affect the meaning or interpretation of any provision of this Subordinated Note.

14. Attached Schedule. The Seller is hereby authorized by the Buyer to endorse on the schedule attached to this Subordinated Note an appropriate notation evidencing the date and amount of each Subordinated Loan hereunder, as well as the date of each payment with respect thereto, PROVIDED that the failure to make such notation shall not affect any obligation of the Buyer hereunder.

BOSTON SCIENTIFIC FUNDING LLC

By: _____________________
Name:
Title:

------------ ---------------- ------------- ------------- ------------
                 AMOUNT OF      AMOUNT OF      UNPAID
               SUBORDINATED     PRINCIPAL     PRINCIPAL     NOTATION
    DATE           LOAN           PAID         BALANCE       MADE BY
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EXHIBIT C
CREDIT AND COLLECTION POLICIES

EXHIBIT D
FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT

THIS JOINDER AGREEMENT is executed and delivered by _______________________, a _______________ ("NEW SELLER") in favor of Boston Scientific Funding LLC, a Delaware limited liability company, as purchaser (the "BUYER"), with respect to that certain Amended and Restated Receivables Sale Agreement dated as of November 7, 2007 by and between Boston Scientific Corporation and certain of its wholly-owned subsidiaries from time to time party thereto as "Sellers" and the Buyer (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the "SALE AGREEMENT"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.

Subject to receipt of counterparts hereof signed by the Administrative Agent and the Buyer, by its signature below, New Seller hereby absolutely and unconditionally agrees to become a party to the Sale Agreement as a Seller thereunder and to be bound by the provisions thereof, including, without limitation, the provisions of Section 8.12 thereof.

Attached hereto [is/are] [an] amended and restated version[s] of
[Exhibit C and] Schedule 2.1(r) to the Sale Agreement. After giving effect to the amendment[s] and restatement[s] embodied therein, each of the representations and warranties contained in Article II of the Sale Agreement will be true and correct as to New Seller.

The "RESPONSIBLE OFFICERS" of the New Seller will be any of its __________, _________ or ______________, acting singly.

Delivered herewith are each of the documents, certificates and opinions required to be delivered by New Seller pursuant to Article V of the Sale Agreement.

The provisions of Article VIII of the Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth in full herein except that references in such Article VIII to "this Agreement" shall be deemed to refer to "this Joinder Agreement and to the Sale Agreement as modified by this Joinder Agreement."

Please acknowledge your consent to New Seller's joinder in the Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below and faxing a copy of such counterpart to (a) the Administrative Agent, at fax no. (302) 892-5904, Attention: Veronica Gallagher, and (b) to New Seller at the fax no. set forth below its signature hereto.

IN WITNESS WHEREOF, New Seller has executed this Joinder Agreement as of the ___ day of _______________.

By: ______________________________ Title:

[Address for Notices, including fax no.]

EACH OF THE UNDERSIGNED HEREBY CONSENTS
TO NEW SELLER'S JOINDER IN THE SALE AGREEMENT:

ROYAL BANK OF CANADA, as Administrative Agent

By: ________________________________
Title:

BOSTON SCIENTIFIC FUNDING LLC, as Buyer

By: ________________________________
Title:

------------------- ------------------ --------------------- --------------------- ------------------ --------------------------
    LEGAL NAME         PRIOR LEGAL       ORGANIZATIONAL         JURISDICTION            CHIEF           LOCATIONS OF RECORDS
     OF SELLER         NAME, TRADE             ID              OF ORGANIZATION        EXECUTIVE             AND MATERIAL
                         NAME OR                                                        OFFICE                CONTRACTS
                      ASSUMED NAME
------------------- ------------------ --------------------- --------------------- ------------------ --------------------------
  Boston                 None               0874815               Delaware          One Boston          One Boston
  Scientific                                                                        Scientific          Scientific Place,
  Corporation                                                                       Place,              Natick,
                                                                                    Natick,             Massachusetts 01760
                                                                                    Massachusetts
                                                                                    01760               Maple Grove,
                                                                                                        Minnesota 55311

                                                                                                        500 Commander Shea
                                                                                                        Blvd.,
                                                                                                        Quincy,
                                                                                                        Massachusetts  02171
------------------- ------------------ --------------------- --------------------- ------------------ --------------------------