Common use of Agreement to Purchase and Sell Clause in Contracts

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Sub-Originator agrees to sell to the Buyer, and the Buyer agrees to purchase from such the Sub-Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such the Sub-Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Sub-Originator that existed and was owing to such the Sub-Originator at the closing of such the Sub-Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated or otherwise acquired by such the Sub-Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such the Sub-Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such the Sub-Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such the Sub-Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Sub-Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such the Sub-Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such the Sub-Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Sub-Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, Originator from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest (but not obligations) in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the date (the “Cut-Off Date Date”) that is (i) with respect to each Originator party hereto on the Closing Date, 1 Business Day prior to the Closing Date, and (ii) with respect to any Originator that first becomes a party hereto after the Closing Date, 1 Business Day prior to the date on which such Originator becomes a party hereto or such other date as defined below)the Buyer and such Originator agree to in writing; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors Account Debtors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or Related Security or are applied to such amounts owed by the Obligors Account Debtors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivables or Related Security, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors Account Debtors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (g) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Receivables sold hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to all Interim Deposit Accounts, Designated Deposit Accounts, Controlled Accounts and Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited (which Interim Deposit Accounts existing on the Closing Date shall be transferred to the Buyer under a separate agreement prior to the Initial Borrowing Date), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Loan Document. No obligation or liability to any Obligor Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, Buyer’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as collectively; the “Related Rights”), and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. (a) Each Receivable that existed as of the Business Day prior to the date of this Agreement (the "Existing Receivables") was sold to the Buyer pursuant to -------------------- the Original Purchase Agreement. On the terms and subject to conditions hereinafter set forth, and in consideration of the conditions set forth in this AgreementPurchase Price, each Originator, severally and for itself, COMPUCOM agrees to sell to the Buyer, and the Buyer agrees to purchase from such OriginatorCOMPUCOM, from time to time on or after at the Closing Datetimes set forth in Section 1.2, but before prior to the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s COMPUCOM's ----------- right, title title, and interest in and to: (ai) each Receivable (other than (iContributed Receivables) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) created or originated by COMPUCOM from the close of such Originator that existed and was owing to such Originator at the closing of such Originator’s COMPUCOM's business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from Business Day prior to the date of this Agreement to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (cii) all of such Originator’s interest in any goods (including Returned Goods)rights to, but not the obligations under, all related Contracts and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together Related Security with all UCC financing statements or similar filings relating respect thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (giii) all books and records of such Originator monies due or to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds become due with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)foregoing; and (hiv) all Collections in respect of, and other proceeds of, Receivables or any other of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such OriginatorCOMPUCOM, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer COMPUCOM or the Servicer (if other than COMPUCOM) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties party directly or indirectly liable for payment of such ReceivablesReceivable and available to be applied thereon, excluding, however, proceeds of returned inventory). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators COMPUCOM, in its capacity as seller, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, proceeds and rights described in clauses subsections (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivableii), (iii) and (iv) of this Section 1.1(a) are herein referred to as ---------------- ----- ---- -------------- collectively called the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:". --------------

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase Sale and Sale Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase Sale and Sale Contribution Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other letter of credit rights, 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility”.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS QRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS QRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS QRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:

Agreement to Purchase and Sell. On (a) Subject to the terms and subject to the conditions set forth in this Agreementhereof, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below);, the Company hereby agrees to sell to the Investor, and the Investor hereby agrees to purchase from the Company, forty one million four hundred eighty seven thousand nine hundred and twenty nine (41,487,929) shares of Common Stock (the "Purchased Common Shares"), at a price of $0.005144032922 per share, for an aggregate purchase price of $213,415. (the "Common Shares Purchase Price"); and the Company hereby agrees to issue and sell to the Investor, and the Investor hereby agrees to purchase from the Company, one hundred thirty-six thousand five hundred eighty-five (136,585) shares of Series A Preferred (the "Purchased Preferred Shares" and together with the Purchased Common Shares, the "Purchased Shares"), at a price of $1.00 per share, amounting to an aggregate purchase price of $136,585 (the "Preferred Shares Purchase Price" and together with the Common Shares Purchase Price, the "Purchase Price"). (b) each Receivable The rights, preferences, privileges and restrictions of the Purchased Preferred Shares are set forth in the Certificate of Designations. $300,000 of the Purchase Price payable at the Closing shall be paid by wire transfer of funds directly to a designated account of the Company for such purpose, provided that wire transfer instructions are delivered to the Investor at least one (1) business day prior to the date of the Closing. The $50,000 balance of the Purchase Price has been previously deposited by the Investor with the Company and upon the Closing shall be credited to the Investor in respect of the Purchase Price. Checkwriting or other than funds disposition authority for the account designated by the Company to receive the $300,000 balance of the Purchase Price shall be given only to (i) Contributed Receivables such persons as shall be designated by the Investor and approved by the Company and (ii) any TRS Receivable) generated by such Originator from and including for the Cut-Off Date to but excluding exclusive purpose of satisfying at closing the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators legacy liabilities set forth in this Agreement. No obligation Exhibit F. The Company shall take all necessary corporate action at or liability prior to any Obligor on any Receivable is intended the Closing to cause such designees and only such designees to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facilityso authorized.” As used herein:

Agreement to Purchase and Sell. On At the Closing, in accordance with and pursuant to the terms and conditions of this Agreement, for the consideration stated in Section 3.2(a)(ii) and Section 2.7, Sellers shall, and shall cause their respective Affiliates to, grant, sell, transfer, convey, assign and deliver to Buyers, and Buyers shall purchase and accept from Sellers or any of their respective Affiliates, all right, title, and interest of Sellers and their respective Affiliates, as of the Closing, in and to the following (collectively, the “Acquired Assets”): (a) the Transferred Shares, free and clear of all Liens; and (b) the Transferred Assets, free and clear of all Liens other than Permitted Liens, comprising of: (i) all Products; (ii) all Inventory; (iii) the Transferred Receivables; (iv) the Transferred Owned Real Property and the Transferred Leased Real Property; (v) all of the rights to the fixed and other tangible personal property and equipment, including materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements to the property and other tangible assets Related to the Business whether owned or leased by Sellers or any of their Affiliates (collectively, the “Equipment”); provided, however, that any such Equipment necessary for Seller Parent to provide any services under a Transition Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement; (vi) all IT Assets Related to the Business; provided that rights to such IT Assets do not affect rights to the data or information that may be contained in or be processed by or using such IT Assets; (vii) the patents and patent applications owned by Sellers or their Controlled Affiliates which are Related to the Business including those listed on Schedule 2.1(b)(vii) according to owner on the date hereof (the “Patents”), (ii) the patents in-licensed by Sellers or their Affiliates which are Related to the Business according to licensee on the date hereof (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers or their Controlled Affiliates and Related to the Business, together with all common law rights associated with the trademarks and service marks which are the subject of such registrations and applications and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers or their Controlled Affiliates and Related to the Business according to licensee on the date hereof, together with all common law rights associated with the trademarks and service marks which are the subject of any and all registrations and applications and the goodwill associated therewith (the “Licensed Marks”), (v) copyrights in (A) all design history files described in Section 2.1(b)(x), (B) the Manufacturing Instructions, (C) the Technical Information and (D) all Promotional Activities, (vi) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, solely if Related to the Business or primarily related to the Products, (vii) customized databases and customized computer programs used to operate Equipment, manuals and other documentation and all copyrights and applications thereof, and all derivatives, translations, adaptations and combinations thereof, in each case, if Related to the Business or primarily related to the Acquired Assets, (viii) the Know-How, (ix) all other Intellectual Property Related to the Business or primarily related to the Acquired Assets, (x) all copies and tangible embodiments thereof of each of the foregoing (in whatever form or medium), and (xi) all rights to xxx at law or in equity for all Claims or causes of actions arising out of or related to any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom; (xii) the Licensed Manufacturing IP (all of the foregoing in this Section 2.1(b)(vii), together with the Manufacturing Instructions and the Technical Information, the “Transferred Intellectual Property”); (viii) subject to Section 2.5, the Business Contracts, and all rights, benefits and interests thereunder; provided, however, that (i) such Contracts which are Shared Business Contracts shall be subject to the conditions provisions of Section 6.6 and (ii) such Business Contracts which Seller Parent requires in order to provide transition services to Buyers pursuant to a Transition Agreement shall be transferred or assigned to Buyers at such time(s) set forth in the applicable Transition Agreement; (i) the Permits (including any applications that are in process), and (ii) the Regulatory Registrations (including any applications that are in process), supported by and including: (x) the original documents under the possession of Sellers and their Controlled Affiliates evidencing the Regulatory Registrations issued to and held by Sellers and their Controlled Affiliates by the Regulatory Authorities (or if the original is not available, copies of the portions thereof related to the Products); (y) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of other products of Sellers or their Affiliates, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other products, or deliver copies of such materials unredacted but subject to the confidentiality provisions of this Agreement; and (z) all of Sellers’ and their Controlled Affiliates’ rights of reservation in any Regulatory Registrations under any agreement pursuant to which any Regulatory Registrations are held in the name of a third party; provided, however, that in each Originatorof (i) and (ii) above, severally any Permit or Regulatory Registration that is necessary for Seller Parent to provide any services under a Transition Agreement shall be transferred to Buyers at such time(s) set forth in the applicable Transition Agreement. Sellers shall deliver to Buyers the originals or, if applicable, copies of the Regulatory Registrations issued to and for itselfheld directly by Sellers and their Controlled Affiliates (x) as soon as possible after the Closing Date, agrees to sell with respect to the BuyerRegulatory Registrations issued to and held directly by Sellers that Sellers do not need to retain to perform their respective obligations under the Ancillary Agreements; and (y) at such time(s) set forth in the applicable Transition Agreement with respect to Regulatory Registrations issued to and held directly by Sellers that Sellers need to retain to perform their respective obligations under the Transition Agreements; (x) copies of the design history files with respect to the Products; provided, however, that if any design history files also covers the design history files of other products of Sellers or any of their Controlled Affiliates, Sellers may elect to redact only those portions that pertain only to such other products and not to the Products, or deliver copies of the design history files unredacted but subject to the confidentiality provisions of this Agreement; (xi) the Manufacturing Instructions and Technical Information, and Sellers shall deliver to Buyers copies of the Buyer agrees to purchase from such Originator, from time to time on or Manufacturing Instructions and Technical Information as soon as practicable after the Closing Date, but before in any event no later than sixty (60) days after the Purchase Closing Date; (xii) all Books and Sale Termination Date Records, provided, however, that if any Books and Records contain any information of Sellers or any of their Affiliates not related to the Business or the employment of the Business Employees, Sellers may elect to redact those portions of such Books and Records to the extent pertaining to such other information or, in Sellers’ sole and absolute discretion, Sellers may deliver un-redacted copies of such Books and Records containing information not related to the Business or the employment of Business Employees but such information shall be subject to the confidentiality provisions of this Agreement, shall remain the property of Sellers, and Buyers shall have no rights with respect to such information; (as defined in Section 1.4xiii) each human clinical trial study report, if any, conducted or sponsored by Seller or any Affiliate of Seller or submitted by Seller or any Affiliate of Seller to the FDA or similar Regulatory Authority with respect to the Products; (xiv) product Labeling, product advertising, marketing and promotional materials, sales training materials and all other materials Related to the Business; (xv) all Claims (including under any express or implied warranties, guarantees or indemnities), all causes of such Originator’s rightaction, title choses in action, rights of recovery and interest rights of set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Transferred Intellectual Property), in and to:each case to the extent arising from the Business or related to any Acquired Asset or Assumed Liability; (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (iixvi) any TRS ReceivableInsurance Proceeds; (xvii) Cash, to the extent included in the calculation of such Originator Closing Net Cash; (xviii) all assets related to the Transferred Entity Benefit Plans (including any assets underlying any Transferred Entity Benefit Plans that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as are defined belowbenefit pension plans); (bxix) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including all goodwill of the Cut-Off Date to but excluding the Purchase and Sale Termination DateBusiness as a going concern; (cxx) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableCurrent Assets at Closing; (dxxi) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCCthose assets listed on Schedule 2.1(b)(xxi); and (hxxii) all Collections any other asset, property or right of Sellers and other proceeds (as defined their respective Controlled Affiliates Related to the Business, whether tangible or intangible, real, personal or mixed, in each case only to the UCC) of any extent such items are not already transferred by way of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf sale of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityTransferred Shares.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On Except for the Excluded Assets, upon the terms and subject to the conditions set forth in this Agreementherein, each OriginatorSellers agree to sell, severally convey, assign, deliver and for itselftransfer to Purchaser, agrees to sell to the Buyerfree and clear of all Liens other than Permitted Liens, and the Buyer Purchaser agrees to purchase from such OriginatorSellers and take possession of, from time to time on or after effective as of the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Effective Time, all of such Originator’s right, title and interest of Sellers in and toto all of the tangible and intangible assets of Sellers that are used (in whole or in part) in the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers’ books and records (collectively, “Purchased Assets”), including the following: (a) each Receivable (other than (i) Contributed Receivables as defined all Tangible Personal Property owned by Sellers and all rights of the Sellers in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business Tangible Personal Property leased by them, including those items listed on the Cut-Off Date (as defined belowSchedule 2.1(a); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Dateall Inventory; (c) all of such Originator’s interest Accounts Receivable solely to the extent and in any goods (including Returned Goods)the amounts recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or otherwise arising in the Ordinary Course from and after the Effective Time until Closing, and documentation any claim, remedy or other right related to any of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing; (d) all instruments and chattel paper that may evidence such Receivablerights of Sellers under the Assigned Contracts; (e) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to xxxxx cash located in cash drawers at the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating theretoLeased Real Property (“Xxxxx Cash”); (f) solely all rights of Sellers with respect to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwiseLeased Real Property; (g) all books rights of Sellers under all Permits related to the Business, in each case to the extent that they are transferable to Purchaser, including those set forth on Schedule 4.11(b) (the “Assigned Permits”); (h) all goodwill of the Business; (i) all rights of Sellers under all Intellectual Property owned by Sellers; (j) all data and records of such Originator maintained by Sellers to the extent related to any the operation of the foregoingBusiness, including supplier, client and all rightscustomer lists and records, remediesreferral sources, powersresearch and development reports, privilegesproduction reports, title service and interest warranty records, equipment logs, operating guides and manuals, copies of financial and accounting records, copies of those portions of the Tax Returns and other Tax records pertaining solely to the Purchased Assets or the Business, advertising and promotional materials (unless containing the name “Centex”), studies, reports, correspondence and other similar documents and records, in whatever media retained or stored, including computer programs and disks, but not obligationsincluding any data, records or other materials to the extent related to employees or personnel of the Business who are not Transferred Employees; (k) deposits, advances, pre-paid expenses, accrued rebates and credits of the Business recorded on the Final Closing Balance Sheet and included in the Final Closing Calculation or arising in the Ordinary Course from and after the Effective Time until Closing; (l) all cash or cash equivalents received after the Effective Time in respect of the Accounts Receivable described in Section 2.1(c); (m) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by any Seller, whether arising by way of counterclaim or otherwise, arising out of or as and to each Lock-Box the extent relating to the Business, other than as and all Collection Accounts, into which to the extent relating to any Collections Excluded Assets or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)Excluded Liabilities; and (hn) all Collections rights in and other proceeds (as defined under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in the UCC) favor of any Seller arising out of or as and to the foregoing that are or were received by extent relating to the Business, other than any such Originator on or after rights as and to the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability extent relating to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityExcluded Assets or Excluded Liabilities.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each the Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such the Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at the closing of such the Originator’s business on December 3, 2001 (the “Cut-Off Date off Date”) other than Receivables contributed pursuant to Section 3.1 (as defined belowthe “Contributed Receivables”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination DateDate (other than any Receivable later contributed pursuant to the second sentence of Section 3.1); (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods)the Originator under, and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Originator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such the Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourserecourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be be, or shall be, assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each the Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such the Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at the closing of such the Originator’s 's business on December 3, 2001 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination DateDate (other than any Receivable later contributed pursuant to the second sentence of Section 3.1(a)); (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods)the Originator under, and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Originator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such the Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourserecourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be be, or shall be, assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:" In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4SECTION 1.4 hereof), all of such Originator’s 's right, title and interest in and to: (a1) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s 's business on the Cutdate of the initial Payment under the Receivables Purchase Agreement (the "CUT-Off Date OFF DATE") other than Receivables contributed pursuant to SECTION 3.1 (as defined belowthe "CONTRIBUTED RECEIVABLES"); (b2) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c3) all of rights to, but not the obligations of, such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableOriginator under all Related Security; (d4) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g5) all books and records of such Originator to the extent related to any of the foregoing, and all rightsTransaction Documents to which such Originator is a party, remedies, powers, privileges, title and interest together with all rights (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to of such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)Originator thereunder; and (h6) all Collections collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s Company's foregoing commitment to purchase Receivables and Related Rights the proceeds and rights described in CLAUSES (c) through (f) (collectively, the "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), and in consideration of the Purchase Price, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time such Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s 's right, title and interest in and to: (a) 1. each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on November 30, 1999 (the Cut-Off Date (as defined below"Closing Date"); (b) 1. each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of such Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) 1. all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) 1. all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) 1. all books and records of such Originator to the extent related to any of the foregoing, and ; and 1. all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds thereof (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than such Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators each Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, Agreement and any such assumption is expressly disclaimedeach other Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originatorand in consideration of the Purchase Price, severally and for itself, the Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such the Originator, and does hereby purchase from time the Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such the Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at as of the closing opening of such the Originator’s 's business on December 31, 1996 (the Cut-Off Date "Original Closing Date") (as defined belowother than the Receivables and Related Rights contributed by the Originator to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such the Originator from the opening of the Originator's business on the Original Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination DateDate (other than any Excluded Receivables identified from time on Schedule 1.1(b) and consented to by the Agent and the Insurer, as such Schedule may be amended, supplemented or modified from time to time with the consent of the Agent and the Insurer); (c) all of such Originator’s interest in any goods rights to, but not the obligations under, all Related Security (including Returned Goodsother than with respect to the Contributed Receivables), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are received or were received by such Originator applied on or after the Cut-Off Date, Original Closing Date including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivable (other than Contributed Receivables), or that are (or are to be) applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivablessuch Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of Returned Goods vehicles or other collateral or property of the Obligors in respect of any of the above Receivables related Obligor or any other parties Person directly or indirectly liable for the payment of any such ReceivablesReceivable that are (or are to be) applied thereto). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator, in its capacity as seller and contributor, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect such item relating to any Contributed Receivable (but for Receivables, the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator agrees to sell, or in the case of the Contributing Originator, severally and for itself, agrees to sell contribute to the BuyerCompany, and the Buyer Company agrees to purchase purchase, or in the case of the Contributing Originator and contributed Receivables, accept from such Originator, from time to time on or after the Closing Initial Funding Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (Date, as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Date to to, but excluding excluding, the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such each Originator’s rights, interests and claims under the related Contracts and all supporting obligations, guaranties, indemnities, letters of credit (including any letter of credit rights), insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such each Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hi) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables)foregoing. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators such Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, property and the proceeds and rights described in clauses (c) through (hi) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to herein, collectively, as the “Related Rights”, and the BuyerCompany’s foregoing commitment to purchase or accept Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originatorand in consideration of the Purchase Price, severally and for itself, the Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such the Originator, and does hereby purchase from time the Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such the Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at as of the closing opening of such the Originator’s 's business on December 31, 1996 (the Cut-Off Date "Closing Date") (as defined belowother than the Receivables and Related Rights contributed by the Originator to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such the Originator from the opening of the Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods rights to, but not the obligations under, all Related Security (including Returned Goodsother than with respect to the Contributed Receivables), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are received or were received by such Originator applied on or after the Cut-Off Date, Closing Date including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivable (other than Contributed Receivables), or that are (or are to be) applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivablessuch Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of Returned Goods vehicles or other collateral or property of the Obligors in respect of any of the above Receivables related Obligor or any other parties Person directly or indirectly liable for the payment of any such ReceivablesReceivable that are (or are to be) applied thereto). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator, in its capacity as seller and contributor, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect such item relating to any Contributed Receivable (but for Receivables, the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On Except for the Excluded Assets, upon the terms and subject to the conditions set forth in this Agreementherein, each OriginatorSellers agree to sell, severally convey, assign, deliver and for itselftransfer to Purchaser, agrees to sell to the Buyerfree and clear of all Liens other than Permitted Liens, and the Buyer Purchaser agrees to purchase from such OriginatorSellers and take possession of, from time to time on or after effective as of the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Effective Time, all of such Originator’s right, title and interest of Sellers in and to: to all of the tangible and intangible assets of Sellers that are used (in whole or in part) in the conduct of the Business, wherever such assets are located and whether real, personal or mixed, tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers’ books and records (collectively, “Purchased Assets”), including the following: (a) each Receivable (other than (i) Contributed Receivables as defined all Tangible Personal Property owned by Sellers and all rights of the Sellers in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business Tangible Personal Property leased by them, including those items listed on the Cut-Off Date (as defined belowSchedule 2.1(a); ; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; all Inventory; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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 Accounts Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under in the related Contracts amounts recorded on the Final Closing Balance Sheet and all guaranties, indemnities, insurance and other agreements (including included in the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable Final Closing Calculation or otherwise relating to such Receivablearising in the Ordinary Course from and after the Effective Time until Closing, whether pursuant to the Contract related to such Receivable and any claim, remedy or otherwise; (g) all books and records of such Originator to the extent other right related to any of the foregoing, and ; (d) all rights, remedies, powers, privileges, title and interest rights of Sellers under the Assigned Contracts; (but not obligationse) all xxxxx cash located in and to each Lock-Box and cash drawers at the Leased Real Property (“Xxxxx Cash”); (f) all Collection Accounts, into which any Collections or other proceeds rights of Sellers with respect to such Receivables may be depositedthe Leased Real Property; (g) all rights of Sellers under all Permits related to the Business, and any related investment property acquired with any such Collections or other proceeds in each case to the extent that they are transferable to Purchaser, including those set forth on Schedule 4.11(b) (as such term is defined in the applicable UCC“Assigned Permits”); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:12

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent specifically related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:Notwithstanding that clauses (c) through (h) describe interests related to Receivables sold to the Buyer, such properties, proceeds and rights as they relate to Contributed Receivables shall also constitute “Related Rights” of Contributed Receivables.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated or acquired (including any Whitehall Funding Receivables acquired from Whitehall Funding upon the effectiveness of any irrevocable transfer thereof by Whitehall Funding to an Originator) by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, including, without limitation, any Credit Purchase Agreement covering all or any portion of such Receivable; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); provided, that (i) no Whitehall Funding Receivables or Related Rights with respect thereto shall be sold or contributed hereunder until such time as such Whitehall Funding Receivables cease to constitute Whitehall Funding Receivables upon the effectiveness of any irrevocable transfer thereof by Whitehall Funding to an Originator and (ii) until the Retitling Date, any rights with respect to the GBG Account shall be subject to the Whitehall Funding Intercreditor Agreement. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:Notwithstanding that clauses (c) through (h) describe interests related to Receivables sold to the Buyer, such properties, proceeds and rights as they relate to Contributed Receivables shall also constitute “Related Rights” of Contributed Receivables.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Closing Date to to, but excluding excluding, the Purchase and Sale Termination Date; (b) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of the foregoing Receivables; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment monies due or storage of any goods (including Returned Goods), the sale of which gave rise to become due to such ReceivableOriginator with respect to any of the foregoing; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and together with all rights, remedies, powers, privileges, title and interest rights (but not obligations) in and of such Originator under the Contracts to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term Originator is defined in the applicable UCC); anda party; (he) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (f) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds (as defined in the UCC) with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators such Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (cb) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article V), each Originatorand in consideration of the Purchase Price, severally and for itself, Transferor agrees to sell to the Buyersell, assign and transfer, and the Buyer does hereby sell, assign and transfer to CR LLC, and CR LLC agrees to purchase from such Originatorpurchase, and does hereby purchase, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Transferor, all of such Originator’s Transferor's right, title and interest in and to: (a) each Receivable (other than (i) Contributed all Receivables as defined in transferred to Transferor from the Parent Originator pursuant to Section 3.1(a) and (ii) any TRS Receivable) 2.1 of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below);First Tier Agreement. (b) each Receivable (other than (i) Contributed Receivables all rights to, but not the obligations under, related Contracts and (ii) any TRS Receivable) generated by Related Security with respect to such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination DateReceivables; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise Collections with respect to such ReceivableReceivables, Contracts and Related Security; (d) all instruments and chattel paper that may evidence such Receivablerights of Transferor under the First Tier Agreement; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Transferor or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (includingthe proceeds and rights described in subsections (b), without limitation(c), any insurance payments that such Originator(d), (e) and (f) of this Section 2.1 being collectively called the "Related Rights"); provided, that, the Buyer Related Rights shall not include any interests in any returned, repossessed or foreclosed goods and/or merchandise the Servicer applies in the ordinary course sale of its business which gave rise to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables)a Receivable. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Transferor, in its capacity as seller, set forth in this Agreementeach Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s CR LLC's foregoing commitment to purchase such Receivables and the Related Rights is herein called the “"Purchase Facility". It is the intention of the parties hereto that each conveyance of Receivables and Related Rights hereunder shall constitute a sale, which sale is absolute and irrevocable and provides CR LLC with the full benefits of ownership of the Receivables and Related Rights. If, notwithstanding such intention, any sale by Transferor of Receivables or Related Rights hereunder shall be characterized as a secured loan or such sale for shall any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purposes and without being in derogation of the parties' intention that the sale of Receivables and Related Rights hereunder shall constitute a true sale, Transferor hereby grants to CR LLC a security interest in all of Transferor's right, title and interest to and under all Receivables which are now or hereafter arising, all Related Rights with respect thereto and all Collections and other proceeds thereof to secure the prompt and complete payment of a loan deemed to have been made in the amount equal to the Purchase Price of Receivables transferred to CR LLC hereunder. In respect thereof, CR LLC and its assigns shall have all rights and remedies provided to a secured creditor under the UCC and other applicable law which rights and remedies shall be cumulative.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to, and in the case of the Contributing Originator, to contribute to the Buyercapital of, the Company, and the Buyer Company agrees to purchase or accept from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)) with respect to such Originator, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below)Closing Date; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Closing Date to to, but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products (as such terms are defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions contributions, as the case may be, hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above, including with respect to any Contributed Receivable such Receivables (but for the avoidance of doubtcollectively, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:For the avoidance of doubt, the “Related Rights” with respect to the Contributed Receivables, shall include the proceeds and rights described in clauses (c) through (g) above.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on July 31, 2013 (the “Cut-Off Date (as defined belowDate”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each lock-box address and all Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator (including each Receivable sold or purportedly sold by the Sub-Originator to an Originator pursuant to the Sub-Originator Sale Agreement) that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated or otherwise acquired by such Originator (including each Receivable sold or purportedly sold by the Sub-Originator to an Originator pursuant to the Sub-Originator Sale Agreement) from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all of such Originator’s rights, remedies, powers, privileges, title and interest (but not obligations) under the Sub-Originator Sale Agreement; (h) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hi) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (hi) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment agreement to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing DateDate (or, solely in the case of HBO Home Entertainment, Inc., on or after June 1, 2019), but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: : (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); ; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including after the Cut-Off Date to but excluding the Purchase and Sale Termination Date; ; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; ; (d) all instruments and chattel paper that may evidence such Receivable; ; (e) all 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, together with all UCC financing statements or similar filings relating thereto; ; (f) solely to the extent applicable necessary to irrevocably collect and enjoy the benefits of such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; , subject, in each case, to any applicable terms of such Contract that may adversely impact the sale or assignment of such Contract (as opposed to the sale or the assignment of the Receivables or other proceeds arising thereunder); (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)) of any of the foregoing; and and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:and

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off off Date (as defined below)) if such Receivable has not been sold to Buyer under the Existing Agreement; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products of any of the foregoing (each as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each lock-box address and all Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing commitment to purchase Receivables and the property, proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerPurchaser, on a fully-serviced basis, and the Buyer Purchaser agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)) with respect to such Originator, on a fully-serviced basis, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below)Closing Date; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Closing Date to but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; (f) all Collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCCPPSA) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer Purchaser or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Purchaser or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable PPSA). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Purchaser hereunder, and any such assumption is expressly disclaimed. The property, Purchaser’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above, including with respect to any Contributed Receivable such Receivables (but for the avoidance of doubtcollectively, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each the Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such the Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at the closing of such the Originator’s business on December 3, 2001 (the “Cut-Off Date off Date”) other than Receivables contributed pursuant to Section 3.1 (as defined belowthe “Contributed Receivables”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination DateDate (other than any Receivable later contributed pursuant to the second sentence of Section 3.1(a)); (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods)the Originator under, and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Originator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such the Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourserecourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be be, or shall be, assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

Agreement to Purchase and Sell. On In reliance upon the terms representations and subject to the conditions warranties set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, herein and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date Assignment (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods1.4 hereof), and documentation of title evidencing subject to the shipment or storage fulfillment of any goods (including Returned Goods)conditions precedent to this Agreement and the Assignment respectively, the sale of which gave rise Seller shall sell, assign, transfer and set over to such Receivable; (d) all instruments Purchaser, and chattel paper that may evidence such Receivable; (e) all other security interests or liens and property subject thereto Purchaser shall purchase from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such ReceivableSeller, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privilegesright, title and interest (but not obligations) of Seller in and to: (i) all Transactions identified on Attachment 1 to each Lock-Box Exhibit A hereto (collectively, the “Portfolio of Transactions”), (ii) all Transaction Documents related to the Portfolio of Transactions, (iii) the Vehicles subject to the Portfolio of Transactions, (iv) all rights and all Collection Accountsremedies of the lessor, into which any Collections lender, secured party, payee, beneficiary, seller or other proceeds with respect to such Receivables may be deposited, creditor under and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and Portfolio of Transactions, however, designated, (hv) all Collections payments due and other proceeds to become due on and after September 1, 2015 (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the “Cut-Off Date”) under the Portfolio of Transactions, includingtogether with all end of term rights, without limitationresidual values of the Vehicles, all funds which either are received by such Originatorand payments options (collectively, the Buyer or the Servicer from or on behalf “Payments”), and (vi) all proceeds of all of the Obligors in payment of any amounts owed (includingforegoing, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any including insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedproceeds. The property, proceeds property interests and rights described in the preceding clauses (ci) through (hvi) above, including are with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein Transactions collectively referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityAssigned Property.” As used herein:THE ASSIGNMENT UNDER THIS AGREEMENT IS INTENDED TO BE (AND SHALL BE TREATED) AS A TRUE SALE OF THE ASSIGNED PROPERTY CONVEYED HEREIN AND SHALL NOT BE CONSTRUED AS AN EXTENSION OF CREDIT BY PURCHASER TO SELLER.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each OriginatorSeller, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such OriginatorSeller, from time to time on or and after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such OriginatorSeller’s right, title and interest in and to:to (collectively, the “Transferred Assets”): (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator Seller that existed and was owing to such Originator Seller at the closing of such OriginatorSeller’s business on October 31, 2014 (the “Cut-Off Date (as defined belowoff Date”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator Seller from and including the Cut-Off off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Seller under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableSeller with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator Seller to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator Seller on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such OriginatorSeller, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such OriginatorSeller, the Buyer Buyer, the SPV or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Sellers set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, Buyer’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Originator agrees to sell to the Buyer, and the Buyer agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such the Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such the Originator (including each Receivable sold or purportedly sold by a Sub-Originator to the Originator pursuant to the Sub-Originator Sale Agreement) that existed and was owing to such the Originator at the closing of such the Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated or otherwise acquired by such the Originator (including each Receivable sold or purportedly sold by a Sub-Originator to the Originator pursuant to the Sub-Originator Sale Agreement) from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such the Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other letter of credit rights, 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such the Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books of the Originator’s rights, remedies, powers, privileges, title and interest (but not obligations) under the Sub-Originator Sale Agreement; (h) all records of such the Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hi) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (hi) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Transferor agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originatorthe Transferor, from time to time on or after the Closing Date, but before the Purchase Sale and Sale Contribution Termination Date (as defined in Section 1.4), all of such Originatorthe Transferor’s right, title and interest in and to: (a) each Receivable of the Transferor (other than (iincluding, without limitation, each such Receivable sold or purported sold to the Transferor pursuant to the Purchase and Sale Agreement) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator the Transferor at the closing of such Originatorthe Transferor’s business on January 1, 2006 (the “Cut-Off Date off Date”) other than Receivables contributed pursuant to Section 3.1 (as defined belowthe “Contributed Receivables”); (b) each Receivable (other than (i) Contributed Receivables sold or purported to be sold by an Originator to the Transferor pursuant to the Purchase and (ii) any TRS Receivable) Sale Agreement and each Receivable generated or otherwise acquired by such Originator the Transferor from and including the Cut-Off off Date to but excluding the Purchase Sale and Sale Contribution Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations of, the sale Transferor under all Related Security with respect to any of which gave rise to such Receivablethe foregoing Receivables; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Transferor with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator the Transferor to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator the Transferor on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originatorthe Transferor, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originatorthe Transferor, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); (g) all rights, remedies, powers, privileges, title and interest (but not obligations) under the Purchase and Sale Agreement with respect to the Receivables sold and contributed hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to the Lock-Box Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited. All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Transferor set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing agreement to purchase Receivables and the property, proceeds and rights described in clauses (c) through (h) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:The Transferor hereby authorizes and consents to the filing of each of the financing statements that have been filed prior to the date hereof by or on behalf of the Company or the Administrator in connection with the Original SCA notwithstanding that the collateral described therein may be broader in scope than the collateral described in this Agreement.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), and in consideration of the Purchase Price, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such each Originator, and does hereby purchase from time each Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of each such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on December 18, 1996 (the Cut-Off Date "Initial Closing Date") (as defined belowother than the Receivables and Related Rights contributed by Union to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by each such Originator from the close of each such Originator's business on the Initial Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Assets; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by each such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that each such Originator, the Buyer Originator or the Servicer (if other than the applicable Originator) applies in the ordinary course of its business to businessto amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator selling, or, in the case of Union in its capacity as an Originator, contributing and selling, the applicable Receivables set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. (a) On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s right, title and interest in in, to and tounder: (ai) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing opening of such Originator’s business on the Cut-Off Closing Date, including any such Receivable repurchased by that Originator on the Closing Date from Volt Funding Corp., a Delaware corporation (as defined below“Old Volt Funding”); (bii) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Closing Date to but excluding the Purchase and Sale Termination Date; (ciii) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (eiv) all 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, together with all UCC financing statements or similar filings relating thereto; (fv) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related ContractContracts) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (gvi) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hvii) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Dateforegoing, including, without limitation, including all funds which either are (x) received by such Originator, the Buyer Buyer, the Servicer or the any Sub-Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, including invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are (y) applied to such amounts owed by the Obligors (including, without limitation, including any insurance payments that such Originator, the Buyer Buyer, the Servicer or the any Sub-Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (b) In addition, on the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, on the Closing Date (such Originator having acquired the same from Old Volt Funding on the Closing Date), all of such Originator’s right, title and interest in, to and under any and all funds (whether available or unavailable) then held on deposit in the Lockbox Account (which bank account is being assigned from Old Volt Funding to the Buyer on the Closing Date). Such funds are referred to as the “Closing Date Conveyed Funds”. (c) All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to (and in reliance upon, ) the representations, warranties and covenants of the Originators set forth in (or deemed made under) this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (ciii) through (hvii) above, including with respect to any Contributed Receivable of subsection (but for the avoidance of doubt, excluding with respect to any TRS Receivable), a) are herein referred to in this Agreement as the “Related Rights”, . The agreement under subsection (a) for the purchase and sale of the Buyer’s foregoing commitment to purchase referenced Receivables and Related Rights is herein called referred to in this Agreement as the “Purchase Facility.” As used herein:” (d) On or prior to each Payment Date, each applicable Originator shall deliver to the Servicer (on behalf of the Buyer and any assignee thereof) each document and other agreement then in effect relating to the ownership, purchase, servicing or processing of, and any other instruments and chattel paper (as each term is defined in the UCC) representing or evidencing, any of the Receivables (and the Related Rights) being sold to the Buyer in accordance with Section 2.2 on such Payment Date. If any such document, agreement, instrument or chattel paper shall come into effect subsequent to such Payment Date, such Originator shall deliver the same to the Servicer (on behalf of the Buyer and any assignee thereof) as promptly as practicable thereafter.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each the Originator, severally and for itselfitself alone, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) all legal and equitable interest in each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at the closing of such the Originator’s 's business on March 31, 2001 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 (as defined belowthe "Contributed Receivables"); (b) all legal and equitable interest in each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; and (f) all collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On In reliance upon the terms representations and subject to the conditions warranties set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, herein and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date Assignment (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods1.4 hereof), and documentation of title evidencing subject to the shipment or storage fulfillment of any goods (including Returned Goods)conditions precedent to this Agreement and the Assignment respectively, the sale of which gave rise Seller shall sell, assign, transfer and set over to such Receivable; (d) all instruments Purchaser, and chattel paper that may evidence such Receivable; (e) all other security interests or liens and property subject thereto Purchaser shall purchase from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such ReceivableSeller, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privilegesright, title and interest (but not obligations) of Seller in and to; (i) all Transactions identified on Attachment 1 to each Lock-Box Exhibit A hereto (collectively, the "Portfolio of Transactions"), (ii) all Transaction Documents related to the Portfolio of Transactions, (iii) the Vehicles subject to the Portfolio of Transactions, (iv) all rights and remedies of the lessor, lender, secured party, payee, beneficiary, seller or creditor under and in the Portfolio of Transactions, however, designated, (v) all Collection Accountspayments due and to become due on and after April 1, into 2014 under the Portfolio of Transactions, together with all end of term rights, payments options excepting residual values, if any, which any Collections or other proceeds with respect are to such Receivables may be depositedsplit between Seller and Purchaser (collectively, the "Payments"), and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hvi) all Collections and other proceeds (as defined in the UCC) of any all of the foregoing that are or were received by such Originator on or after the Cut-Off Dateforegoing, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any including insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedproceeds. The property, proceeds property interests and rights described in the preceding clauses (ci) through (hv) above, including are with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein Transactions collectively referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility"Assigned Property.” As used herein:" THE ASSIGNMENT UNDER THIS AGREEMENT IS INTENDED TO BE (AND SHALL BE TREATED) AS A TRUE SALE OF THE ASSIGNED PROPERTY CONVEYED HEREIN AND SHALL NOT BE CONSTRUED AS AN EXTENSION OF CREDIT BY PURCHASER TO SELLER.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)) with respect to such Originator, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below)Closing Date; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Closing Date to to, but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products (as such terms are defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above, including with respect to any Contributed Receivable such Receivables (but for the avoidance of doubtcollectively, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)) with respect to such Originator, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on February 28, 2007 (the “Cut-Off Date off Date”) other than those Receivables originated by CBW that have been, prior to the effectiveness of this Agreement, assigned by CBW to Cincinnati Bxxx Wireless Company, and then assigned by Cincinnati Bxxx Wireless Company to CB and will be contributed by CB on the date hereof to the Company (as defined belowsuch assigned Receivables being herein referred to as, the “Contributed Receivables”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off off Date to but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products (as such terms are defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions contributions, as the case may be, hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Transferors set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above, including with respect to any Contributed Receivable such Receivables (but for the avoidance of doubtcollectively, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:For the avoidance of doubt, the “Related Rights” with respect to the Contributed Receivables, shall include the proceeds and rights described in clauses (c) through (g) above.

Agreement to Purchase and Sell. (a) On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Original Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s right, title and interest in in, to and tounder: (ai) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing opening of such Originator’s business on the Cut-Off Original Closing Date, including any such Receivable repurchased by that Originator on the Original Closing Date from Volt Funding Corp., a Delaware corporation (as defined below“Old Volt Funding”); (bii) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Original Closing Date to but excluding the Purchase and Sale Termination Date; (ciii) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (eiv) all 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, together with all UCC financing statements or similar filings relating thereto; (fv) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related ContractContracts) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (gvi) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hvii) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Dateforegoing, including, without limitation, including all funds which either are (x) received by such Originator, the Buyer Buyer, the Servicer or the any Sub-Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, including invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are (y) applied to such amounts owed by the Obligors (including, without limitation, including any insurance payments that such Originator, the Buyer Buyer, the Servicer or the any Sub-Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). (b) In addition, on the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, on the Original Closing Date (such Originator having acquired the same from Old Volt Funding on the Original Closing Date), all of such Originator’s right, title and interest in, to and under any and all funds (whether available or unavailable) then held on deposit in the US Lockbox Account (which bank account is being assigned from Old Volt Funding to the Buyer on the Original Closing Date). Such funds are referred to as the “Closing Date Conveyed Funds”. (c) All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to (and in reliance upon, ) the representations, warranties and covenants of the Originators set forth in (or deemed made under) this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (ciii) through (hvii) above, including with respect to any Contributed Receivable of Subsection (but for the avoidance of doubt, excluding with respect to any TRS Receivable), a) above are herein referred to in this Agreement as the “Related Rights”, . The agreement under Subsection (a) above for the purchase and sale of the Buyer’s foregoing commitment to purchase referenced Receivables and Related Rights is herein called referred to in this Agreement as the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article V), each Originator, severally and for itselfitself alone, agrees to sell to the BuyerAFC, and the Buyer AFC agrees to purchase from such Originator, from time to time on or after the applicable Originator Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of each such Originator that existed and was owing to such Originator as at the closing opening of such Originator’s business on the Cut-Off Originator Closing Date (as defined belowit being acknowledged that the Originators have previously sold to AFC all of their Receivables created prior to the Closing Date); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by each such Originator from and including the Cut-Off Date opening of such Originator’s business on the Originator Closing Date, to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments monies due or to become due with respect to the Receivables described in clauses (a) and chattel paper that may evidence such Receivable(b); (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the applicable UCC) of any of the foregoing Receivables described in clauses (a) and (b) above that are or were received by such Originator on or after the Cut-Off opening of such Originator’s business on the Originator Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer AFC or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer an Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (f) all books and records related to any of the foregoing. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators each Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer AFC hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the BuyerAFC’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such the Originator at the closing of such the Originator’s 's business on March 31, 2003 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; and (f) all collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables) (clauses (a) through (f), collectively, the ("Collateral")). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on November 30, 2014 (the “Cut-Off Date (as defined belowDate”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment agreement to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. (a) On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, KBK agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such OriginatorKBK, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s KBK's right, title and interest in and to: (ai) each Receivable (of KBK and the related Receivable Files and all other than (i) Contributed Receivables as defined in Section 3.1(a) instruments, agreements, applications, files, documents and information relating to the Receivables; (ii) any TRS Receivable) all rights of such Originator that existed KBK with respect to Obligor Collateral, and was owing to such Originator at all rights to, but not the closing obligations, of such Originator’s business on KBK under the Cut-Off Date (as defined below)Underlying Documents; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (ciii) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment monies due or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other security interests or liens and property subject thereto from time become due to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together KBK with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related respect to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, (i) all funds which either are received by such OriginatorKBK, the Buyer Company or the Servicer from or on behalf of the Obligors Obligors, in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables; (ii) all amounts (including any of the above Receivables or are insurance proceeds) to be applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts any amount owed in respect of any Receivable, and (iii) in respect of the above Receivables, and all net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables; and (iv) all proceeds and products of any of the foregoing (as defined in the applicable UCC). The Company's foregoing rights described in clauses (ii) through (iv) are collectively referred to herein as the "Related Rights". (b) All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators KBK set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including ARTICLE IV), each Originatorand in consideration of the Purchase Price, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Originator, all of such Originator’s 's right, title and interest in and to: (a) each Pool Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on December 20, 1996 (the Cut-Off Date "CLOSING DATE") (as defined belowother than the Pool Receivables and Related Rights contributed by Originator to the Company pursuant to Section 3.1 (the "CONTRIBUTED RECEIVABLES")); (b) each Pool Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Contribution Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Pool Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesPool Receivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator, in its capacity as seller and contributor, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Pool Receivables and the proceeds and rights described in clauses SUBSECTIONS (cC) through (hF) aboveof this SECTION 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions ------------------------------ set forth in this AgreementAgreement (including Article IV), each the Originator, severally ---------- and for itselfitself alone, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at the closing of such the Originator’s 's business on April 30, 2000 (the "Sale Cut-Off Date (as defined belowoff Date"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; and (f) all collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such the Originator on or after the Sale Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Sale Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Sale Purchase Facility.” As used herein:" ------------------- ----------------------

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including ARTICLE IV), each Originator, severally and for itself, the Originator agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such the Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator as at the closing of such the Originator’s 's business on December 31, 2000 (the Cut"CUT-Off Date OFF DATE") other than Receivables contributed pursuant to SECTION 3.1 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such the Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections collections and other proceeds of any of the foregoing (as defined in the New York UCC) of any of the foregoing that are or were received by such the Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s Company's foregoing commitment to purchase Receivables and Related Rights the proceeds and rights described in CLAUSES (c) through (f)(collectively, the "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. (a) On the terms and subject to conditions hereinafter set forth, and in consideration of the conditions set forth in this AgreementPurchase Price, each Originator, severally and for itself, agrees to sell Seller hereby sells to the Buyer, and the Buyer agrees to purchase hereby purchases from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), Seller all of such Originator’s Seller's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(aall Assigned Receivables, except that Seller will retain any Receivable that is sixty-one (61) or more days past due and any such Receivable shall not be sold to Buyer at any time; (ii) any TRS Receivable) of such Originator that existed all rights to, but not the obligations under, all related Contracts and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together Related Property with all UCC financing statements or similar filings relating respect thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (giii) all books and records of such Originator monies due or to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds become due with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)foregoing; and (hiv) all Collections in respect of, and other proceeds (as defined in the UCC) of of, such Assigned Receivables or any other of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, Seller or the Buyer or the Servicer from or on behalf of or for credit to the Obligors account debtors obligated to pay the Assigned Receivables (the "Obligors") in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables such Assigned Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer or the Servicer Seller applies in the ordinary course of its business to amounts owed in respect of any of such Assigned Receivable and the above Receivables, and net proceeds of sale or other disposition of Returned Goods goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties Person directly or indirectly liable for payment of such ReceivablesAssigned Receivable and available to be applied thereon, excluding, however, proceeds of returned inventory). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Seller in its capacity as seller, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedherein. The property, proceeds and rights described in clauses subsections (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivableii), (iii) and (iv) of this Section 1.1(a) are herein referred to as collectively called the “"Related Rights”, and ". Sales by the Buyer’s foregoing commitment Seller to purchase the Buyer of Receivables and Related Rights is herein called under this Agreement may be made at the “Purchase Facilityclose of each business week of Seller but shall be made no less frequently than by the end of each four week accounting period of Seller.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on August 31, 2011 (the “Cut-Off Date (as defined belowoff Date”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off off Date to to, but excluding excluding, the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoingReceivables, and together with all rights, remedies, powers, privileges, title and interest rights (but not obligations) in and of such Originator under the Contracts relating to each Lock-Box and all Collection Accounts, into the Receivables to which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term Originator is defined in the applicable UCC); anda party; (hf) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds (as defined in the UCC) with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators such Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originator, severally and for itself, WMECO agrees to sell to the BuyerWRC, and the Buyer WRC agrees to purchase from such OriginatorWMECO, from time to time on or after the Initial Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s WMECO's right, title and interest in and to: (a) each Receivable that was owing on the closing of WMECO's business on the day preceding the Initial Closing Date (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined belowReceivables); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such Originator WMECO from and including the Cut-Off Date closing of WMECO's business on the day preceding the Initial Closing Date, to but excluding and including the Purchase and Sale Termination DateDate (other than Contributed Receivables); (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments monies due or to become due with respect to the Receivables described in clauses (a) and chattel paper that may evidence such Receivable;(b); and (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the applicable UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off DateReceivables and Related Security described in clauses (a), (b) and (c) above, including, without limitation, all Collections and other funds which either are received by such OriginatorWMECO, the Buyer WRC or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer WMECO applies in the ordinary course of its business to amounts owed in respect of any of Receivable). The items described in clauses (c), (d) and (e) above are collectively called the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables)"Related Assets". All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators WMECO set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer WRC hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s WRC's foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase "Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the ------------------------------ conditions set forth in this AgreementAgreement (including Article IV), each Originatorthe Seller, ---------- severally and for itselfitself alone, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originatorthe Seller, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s Seller's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator the Seller that existed and was owing to such Originator the Seller at the closing of such Originator’s the Seller's business on April 30, 2000 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 ------------ ----------- (as defined belowthe "Contributed Receivables");; ----------------------- (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated acquired or created by such Originator the Seller from and including the Cut-Off Cutoff Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; and (f) all collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator the Seller on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originatorthe Seller, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Seller or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Seller set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) ----------- through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase --- -------------- -------- Facility.” As used herein:" --------

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s 's business on October 31, 2000 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to SECTION 1.6 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableOriginator under all Related Security; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rightsTransaction Documents to which such Originator is a party, remedies, powers, privileges, title and interest together with all rights (but not obligations) in of such Originator thereunder; and (f) all collections and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such such, amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s Company's foregoing commitment to purchase Receivables and Related Rights the proceeds and rights described in CLAUSES (c) through (f) (collectively, the "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), and in consideration of the Purchase Price, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time such Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on December 15, 2000 (the Cut-Off Date "Closing Date") (as defined belowother than the Receivables and Related Rights contributed by BAX to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of such Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and ; and (f) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds thereof (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators each Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, Agreement and any such assumption is expressly disclaimedeach other Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject (a) The Seller hereby Conveys to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerPurchaser, and the Buyer Purchaser hereby purchases, the Existing Assets, subject in each case to any rights in the Existing Assets Conveyed prior to the date hereof to the Trustee pursuant to the Prior PSA. The Purchaser hereby agrees to purchase from assume all of the Seller's obligations under the Prior PSA (as specified in the Pooling and Servicing Agreement), except to the extent the Seller has retained such Originatorobligations in its capacity as Servicer under the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Seller specified herein with respect to the Receivables shall apply to all Receivables, from time to time whether originated before, on or after the Closing Effective Date. (b) Seller Conveys to the Purchaser without recourse (except as expressly provided herein), but before and the Purchase and Sale Termination Date (as defined in Section 1.4)Purchaser purchases from Seller, all of such Originator’s Seller's right, title and interest in and to: (a) each Receivable to the Receivables now existing and arising from time to time from the Accounts and Related Assets with respect thereto (other than the Existing Assets); provided, however, that Principal Receivables originated after the occurrence of an Insolvency Event with respect to the Seller shall not be conveyed hereunder. (c) In connection with such Conveyance, the Seller agrees to record and file, at its own expense, a financing statement or financing statements (including any continuation statements with respect to each such financing statement when applicable) with respect to the Receivables now existing and hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the Conveyance of the Receivables to the Purchaser and the first priority nature of the Purchaser's interest in the Receivables, and to deliver a file-stamped copy of each such financing statement and continuation statement or other evidence of such filing (which may, for purposes of this Section 1.1, consist of telephone confirmation of such filing followed by delivery of a file-stamped copy as soon as practicable) to the Purchaser on or prior to the Effective Date, and in the case of any continuation statements filed pursuant to this Section 1.1, as soon as practicable after receipt thereof by the Seller. (d) In connection with such Conveyance, the Seller agrees, at its own expense, on or prior to the Effective Date, (i) Contributed to indicate in the Pool Index File maintained in its computer files that Receivables as defined created in Section 3.1(a) connection with the Accounts have been Conveyed to the Purchaser pursuant to this Agreement and Conveyed by the Purchaser to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) any TRS Receivable) to deliver to the Purchaser and the Trustee a computer file or microfiche or written list containing a true and complete list of all such Originator that existed Accounts, identified by account number, Obligor name and was owing Obligor address and setting forth the Receivable balance as of November 15, 1997. Such file or list shall be marked as Schedule 1 to such Originator at this Agreement, delivered to the closing Purchaser and the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of such Originator’s business on this Agreement. The Seller further agrees not to alter the Cut-Off Date (as defined below); (b) each Receivable (other than file designation referenced in clause (i) Contributed Receivables of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. The parties intend that if, and to the extent that, such Conveyance is not deemed to be a sale, the Seller shall be deemed hereunder to have granted to the Purchaser (iias security for the Secured Obligations) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) a first priority perfected security interest in all of such Originator’s the Seller's right, title and interest in any goods (including Returned Goods)in, to and documentation of title evidencing under the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments Receivables now existing and chattel paper that may evidence such Receivable; (e) all other security interests or liens hereafter created and property subject thereto arising from time to time purporting in connection with the Accounts, all monies due or to secure payment of such Receivablebecome due with respect thereto, whether pursuant all Collections, all Recoveries, all rights, remedies, powers and privileges with respect to the Contract related to such Receivable or otherwiseReceivables, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any proceeds of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the that this Agreement shall constitute a security agreement under applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facilitylaw.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts Contract and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. (a) On the terms and subject to conditions hereinafter set forth, and in consideration of the conditions set forth in this AgreementPurchase Price, each Originator, severally and for itself, agrees to sell AG hereby sells to the Buyer, and the Buyer agrees to purchase hereby purchases from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)AG, all of such Originator’s AG's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and all Assigned Receivables; (ii) any TRS Receivable) of such Originator that existed all rights to, but not the obligations under, all related Contracts and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together Related Property with all UCC financing statements or similar filings relating respect thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (giii) all books and records of such Originator monies due or to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds become due with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)foregoing; and (hiv) all Collections in respect of, and other proceeds (as defined in the UCC) of of, such Assigned Receivables or any other of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, AG or the Buyer or the Servicer from or on behalf of or for credit to the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables such Assigned Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer or the Servicer AG applies in the ordinary course of its business to amounts owed in respect of any of such Assigned Receivable and the above Receivables, and net proceeds of sale or other disposition of Returned Goods goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties Person directly or indirectly liable for payment of such ReceivablesAssigned Receivable and available to be applied thereon, excluding, however, proceeds of returned inventory). All purchases and contributions The purchase hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators AG, in its capacity as seller, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedherein. The property, proceeds and rights described in clauses subsections (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivableii), (iii) and (iv) of this Section 1.1(a) are herein referred to as collectively called the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility".” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)) with respect to such Originator, all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Closing Date other than those Receivables originated by Cincinnati Xxxx Wireless, LLC that have been, prior to the Original Closing Date, assigned by Cincinnati Xxxx Wireless, LLC to Cincinnati Xxxx Wireless Company, and then assigned by Cincinnati Xxxx Wireless Company to CB and have been contributed by CB on the Original Closing Date to the Company (as defined belowsuch assigned Receivables being herein referred to as, the “Contributed Receivables”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Closing Date to to, but excluding the Purchase and Sale Termination DateDate with respect to such Originator; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products (as such terms are defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Closing Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions contributions, as the case may be, hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Transferors set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above, including with respect to any Contributed Receivable such Receivables (but for the avoidance of doubtcollectively, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:For the avoidance of doubt, the “Related Rights” with respect to the Contributed Receivables, shall include the proceeds and rights described in clauses (c) through (g) above. For the avoidance of doubt, the parties hereto hereby ratify and confirm each purchase, sale and contribution made under the Restated Purchase and Sale Agreement prior to the Closing Date.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, Originator agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originatorpurchase, from time to time on or after the Closing initial Credit Extension under the Receivables Financing Agreement (the “Initial Funding Date”), but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (Date, as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the Cut-Off Date to to, but excluding excluding, the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such each Originator’s rights, interests and claims under the related Contracts and all supporting obligations, guaranties, indemnities, letters of credit (including any letter of credit rights), insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such each Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables)foregoing. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators such Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, property and the proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to herein, collectively, as the “Related Rights”, ,” and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to the Lock-Box Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases hereunder are absolute and contributions hereunder irrevocable and shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each of the other Transaction Documents to which such Originator is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The Buyer’s foregoing commitment to purchase Receivables and the property, proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On Subject to the terms and subject conditions hereof, at the Closing, the Seller shall sell, assign, transfer and deliver to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerPurchaser, and the Buyer agrees to purchase Purchaser shall purchase, acquire and accept from such Originatorthe Seller, from time to time on or after all right, title and interest of the Closing DateSeller in and to, but before except for the Purchase and Sale Termination Date (as defined in Section 1.4)Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof, that are used by or useful in connection with the operation of the Business (such Originatorassets, properties and rights being referred to as the “ Acquired Assets”), free and clear of all Encumbrances other than Permitted Encumbrances. The Acquired Assets shall include the Seller’s right, title and interest in and toto the following assets, properties and rights: (a) each Receivable all of Seller’s rights and obligations under all of the agreements of Seller relating to the Business, all of which are identified on Schedule 1.1(a) attached hereto (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at collectively the closing of such Originator’s business on the Cut-Off Date (as defined below“Assumed Contracts”); (b) each Receivable all of Sellers’ accounts or notes receivable related to the Business, all of which are identified on Schedule 1.1(b) attached hereto, and all schedules, records and other documentation related to such accounts or notes receivable, including, without limitation, all notes, chattel paper or other documents or instruments evidencing the payment obligations of the account or note debtors (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date“ Receivables”); (c) all of such Originator’s interest the tangible personal property owned by Seller and used by or useful in any goods (including Returned Goods)connection with the conduct of the Business, and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale all of which gave rise shall be identified in the fixed asset schedule to such Receivablebe attached hereto as Schedule 1.1(c) (the “Fixed Assets”); (d) with the exception of personnel records regarding employees (except as may be waived in writing by employee) other than the Transferred Personnel, Seller’s books and records directly related to or used in connection with the conduct of the Business or directly pertaining to the Acquired Assets, regardless of the medium on which such information is stored or maintained including, without limitation, all instruments Customer and chattel paper employment records, vendor information, business plans, strategies and marketing information (except that Seller may evidence such Receivableretain copies as required by law or as may be reasonably necessary or prudent business practice); (e) all 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 extent transferable, the Governmental Authorizations required under all laws, rules and regulations applicable to such Receivable or otherwiseaffecting the Business, together with all UCC financing statements or similar filings relating theretoof which are set forth on Schedule 1.1(e); (f) solely to all leased real property and leasehold improvements identified in the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwisereal property schedule attached hereto as Schedule 1.1(f); (g) all books inventory of Seller, a list of which shall be set forth on Schedule 1.1(g); (h) the Business Intellectual Property of Seller listed on Schedule 1.1(h); (i) all insurance benefits, including rights and records of such Originator proceeds, arising from or relating to the extent related Acquired Assets or the Assumed Liabilities; (j) all advance payments, claims for refunds and deposits and other prepaid items relating to any the Acquired Assets or the Assumed Liabilities, existing on the Closing Date; (k) all claims of Seller against third parties relating to the foregoingAcquired Assets, and all rightswhether xxxxxx or inchoate, remediesknown or unknown, powers, privileges, title and interest (but not obligations) in and to each Lockcontingent or non-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)contingent; and (hl) all Collections and other proceeds (as defined in goodwill associated with the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, Acquired Assets and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityBusiness.” As used herein:

Agreement to Purchase and Sell. On Subject to the terms and subject to the conditions set forth in of this Agreement, each Originator, severally and for itself, the BUYER agrees to sell purchase, accept, and assume from SELLER, and SELLER agrees to sell, grant, convey, and assign to BUYER all of SELLER’s rights, title, and interests in the Property, together with and including: (i) any and all improvements located on the Property; (ii) any and all rights, privileges, easements, and appurtenances to the BuyerProperty; (iii) all development rights, water and air rights relating to the Property; (iv) to the extent assignable, any and all leases, subleases, licenses, concessions, renewals, modifications, amendments, guarantees, and other forms of agreement, granting to any party or parties the Buyer agrees to purchase from such Originatorright of use or occupancy of the parking garage; (v) all minerals and mineral rights of every kind (including without limitation, from time to time oil, gas and other hydrocarbon substances, and metallic ores and coal) on or after under the Closing DateProperty, but before only to the extent owned by SELLER; Xxxxxxxx Park/XxxxXxxxx Purchase and Sale Termination Date Agreement May 15, 2020 Page 2 of 34 (as defined in Section 1.4vi) Any and all deposits, escrow funds, or trust funds held by SELLER under any form of agreement relating to the Property; (vii) Any and all fixtures, furniture, equipment and telecommunications equipment (excepting therefrom any items identified on Schedule 1(vi) attached hereto) located on the Property ("Tangible Personal Property"), ; and (viii) Any and all of such OriginatorSELLER’s interest in any intangible property, now or hereafter owned by SELLER and used in connection with the Property, including without limitation, any contract or lease rights, permits, certificates of occupancy, franchises, utility contracts, unexpired claims, warranties, guaranties, and sureties, or other rights relating to the ownership, development, construction, design, use or operation of the Property, in SELLER's possession or control and to the extent assignable without expense to SELLER, but specifically excluding all of Seller’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts name “XxxxXxxxx” and all guarantieslogos, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, trademarks and any related investment other intellectual property acquired rights associated with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”name, and the Buyer’s foregoing commitment activities and operations conducted by or under that name. Notwithstanding anything herein to purchase Receivables the contrary, “Property” does not include any personal property belonging to Seller located on the Property and Related Rights is herein called not used in connection with operations at the “Purchase FacilityProperty, or any item leased from third-parties, including the items identified on Schedule 1(vi).” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell sell, transfer and assign to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Initial Purchase Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and toto the universality of: (a) each Receivable (other than present and future Receivables of such Originator (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables , and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Cut- Off Date to but excluding the Purchase and Sale Termination Date; (cb) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (dc) all instruments and chattel paper that may evidence such Receivable; (ed) all other security interests interests, hypothecs 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, together with all UCC financing statements statements, financing change statements, renewal or continuation statements, amendment, assignment or any other similar filings relating thereto; (fe) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (gf) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property and financial assets acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)proceeds; and (hg) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment agreement to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the on, with respect to (i) AMRESCO, LLC, BioExpress, LLC and VWR International, LLC, August 31, 2011, (ii) Integra Companies, LLC, STI Components, LLC and TEK Products, LLC (f/k/a TEK Products, Inc.), June 1, 2015, and (iii) Avantor, Inc., NuSil Technology LLC and Therapak, LLC, October 31, 2017 (each a “Cut-Off Date (as defined belowoff Date”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including after the related Cut-Off off Date to to, but excluding excluding, the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoingReceivables, and together with all rights, remedies, powers, privileges, title and interest rights (but not obligations) in and of such Originator under the Contracts relating to each Lock-Box and all Collection Accounts, into the Receivables to which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term Originator is defined in the applicable UCC); anda party; (hf) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the related Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Collection Accounts, into which any Collections or other proceeds (as defined in the UCC) with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators such Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, 708335522 13436693 without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on May 30, 2014 (the “Cut-Off Date (as defined belowDate”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under each Sale Agreement, the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Lock-Box Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment agreement to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell with full title guarantee to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Initial Purchase Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, full beneficial title to and right and interest in, and all other property, rights, claims, interest and benefits (both present and future) held by it in and torespect of: (ai) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (bii) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (ciii) all of such Originator’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (div) all instruments and chattel paper that may evidence such Receivable; (ev) all 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, together with all UCC financing statements or similar filings relating thereto; (fvi) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, including the right to sxx on all covenants and obligations, and demand, receive, sxx for and recover the proceeds of claim thereunder; (gvii) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each all Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)proceeds; and (hviii) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Buyer, any Paying Agent, any Sub-Servicer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:

Agreement to Purchase and Sell. On Subject to the terms and subject conditions hereof, at the Closing, Sellers shall sell, assign, transfer and deliver to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerPurchaser, and Purchaser shall purchase and acquire from Sellers, all right, title and interest of Sellers in and to, except for the Buyer agrees to purchase from such OriginatorExcluded Assets, from time to time all of the assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof and any additions thereto on or after before the Closing Date, but before in each case to the Purchase extent solely or primarily used in or relating to the Business, (such assets, properties and Sale Termination Date (rights, being referred to as defined in Section 1.4the “Assets”), free and clear of all of such Originator’s Liens, other than Permitted Liens. The Assets shall include Sellers’ right, title and interest in and toto the following assets, properties and rights to the extent solely or primarily used in or relating to the Business: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) any deposits, advances, pre-paid expenses and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below)credits; (b) each Receivable (other than (i) Contributed Receivables any fixed assets, vehicles, equipment, machinery, tools, furnishings, computer hardware and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Datefixtures; (c) all the Contracts set forth on Schedule 2.1(c) (the “Assumed Contracts”) and any Contract of such Originator’s interest SeedInvest Technology (other than an Assumed Contract) deemed to be an Additional Assumed Contract in any goods (including Returned Goodsaccordance with Section 6.18(a), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivablethe goodwill of the Business; (e) all other the Receivables and any 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, together with all UCC financing statements or similar filings relating theretotherefor; (f) solely to the extent applicable to such Receivableany express or implied guarantees, all of such Originator’s warranties, representations, covenants, indemnities and similar rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) information, files, correspondence, records, data, plans, reports, and recorded knowledge, including investor, customer, supplier, price and contact information lists, and all accounting or other books and records of such Originator solely or primarily used in or relating to the extent related to any of Business in whatever media retained or stored (the foregoing“Business Information”); provided, and all rightshowever, remedies, powers, privileges, title and interest (but “Business Information” shall not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)include [***]; and (h) notwithstanding anything to the contrary set forth herein, all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received SeedInvest Technology Membership Interest held by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunderPluto Holdings, and any such assumption is other assets expressly disclaimed. The property, proceeds and rights described set forth on Schedule 2.1(h) (without regard to whether or not they are solely or primarily used in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS ReceivableBusiness), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:

Agreement to Purchase and Sell. On At the Closing, in accordance with and pursuant to the terms and subject to the conditions set forth in of this Agreement, each Originatorfor the consideration specified in Section 2.6, severally Sellers shall grant, sell, transfer, convey, assign and for itself, agrees deliver to sell to the BuyerBuyer (and/or one or more of its designated Subsidiaries), and the Buyer agrees to (and/or one or more of its designated Subsidiaries) shall purchase and accept from such OriginatorSellers, from time to time on or after the Closing Date, but before the Purchase free and Sale Termination Date (as defined in Section 1.4)clear of all Liens other than Permitted Liens, all of such Originator’s right, title and interest of Sellers, as of the Closing, in and to:to the following assets, properties, rights and interests, except to the extent specifically identified as Excluded Assets (collectively, the “Acquired Assets”): (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below)all Products; (b) each Receivable (other than all Inventory; (i) Contributed Receivables the patents, patent registrations and patent applications owned by Sellers and listed on Schedule 2.1(c)(i) (the “Patents”) and all remedies related to infringement thereof and rights to protection of interests related thereto under all applicable Laws, (ii) any TRS Receivablethe patents in-licensed by Sellers and listed on Schedule 2.1(c)(ii) generated (the “Licensed Patents”), (iii) the internet domain names, trademarks and service marks, and all applications and registrations for the foregoing, owned by Sellers and listed on Schedule 2.1(c)(iii), together with all common and/or civil law rights associated with such Originator from trademarks and service marks and the goodwill associated therewith (the “Marks”), (iv) the trademarks and service marks in-licensed by Sellers and listed on Schedule 2.1(c)(iv), together with all common and/or civil law rights associated with such trademarks and service marks and the goodwill associated therewith (the “Licensed Marks”), (v) trade dress, logos, packaging design, and slogans, copyrights in both published and unpublished works, including all compilations, in each case, to the Cutextent primarily related to the Business, and (vi) the Know-Off Date How to but excluding the Purchase and Sale Termination Date; extent primarily related to the Business (c) all of such Originator’s interest the foregoing in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsthis Section 2.1(c), the sale of which gave rise to such Receivable“Transferred Intellectual Property”); (d) subject to Section 2.5, the Business Contracts, and all instruments rights, benefits and chattel paper that may evidence such Receivableinterests thereunder from and after the Closing; (ei) the Permits (including any applications that are in process) listed on Schedule 2.1(e)(i), and (ii) the Regulatory Registrations (including any applications that are in process) listed on Schedule 2.1(e)(ii), and, with respect to each of (i) and (ii), supported by and including: (A) the original documents under the possession of Sellers evidencing the Regulatory Registrations issued to and held by Sellers by the Regulatory Authorities (or if the original is not available, copies of the portions thereof related to the Products); (B) all related Regulatory Documentation; provided, however, that if any Regulatory Documentation also covers the manufacturing, marketing or sale of the Retained Products, Sellers may elect to redact those portions of Regulatory Documentation that pertain to such other security interests products, or liens and property subject thereto from time to time purporting to secure payment deliver copies of such Receivablematerials unredacted but such materials shall be subject to the confidentiality provisions of this Agreement, whether shall remain the property of Sellers and Buyer shall have no rights with respect to such information; and (C) all of Sellers’ rights of reservation in any such Regulatory Registrations under any agreement pursuant to which any such Regulatory Registrations are held in the Contract related name of a third party. Sellers shall deliver to Buyer the originals or, if applicable, copies of such Receivable or otherwise, together with all UCC financing statements or similar filings relating theretoRegulatory Registrations issued to and held directly by Sellers and their Controlled Affiliates as soon as reasonably possible after the Closing Date (and in any case within thirty (30) days after the Closing Date); (f) solely all Books and Records; provided, however, that if any Books and Records contain any information of Sellers or any of their Affiliates not primarily related to the Business or the employment of the Transferred Employees, Sellers may elect to redact those portions of such Books and Records to the extent applicable pertaining to such Receivableother information or, all in Sellers’ sole and absolute discretion, Sellers may deliver unredacted copies of such Originator’s rightsBooks and Records containing information not primarily related to the Business or the employment of Transferred Employees but such information shall be subject to the confidentiality provisions of this Agreement, interests shall remain the property of Sellers and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating Buyer shall have no rights with respect to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;information; and (g) all books rights, claims and records credits of such Originator any kind of Seller Parent or any of its Affiliates to the extent related primarily to the Business, any Acquired Asset or any Assumed Liability, including all actions, claims, causes of action, rights of recovery, choses in action, rights of set off or recoupment, guarantees, warranties, indemnities, rights to payment or to enforce payment and similar rights in favor of Seller Parent and its Affiliates, in each case to the foregoingextent related primarily to the Business, any Acquired Asset or any Assumed Liability and all rights, remedies, powers, privileges, title and interest (but not obligationsi) in and to each Lock-Box and all Collection Accounts, into which any Collections arising following the Closing or other proceeds (ii) with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or Products sold after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityClosing.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including ARTICLE IV), each Originatorand in consideration of the Purchase Price, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on April 24, 1996 (the Cut-Off Date "CLOSING DATE") (as defined belowother than the Receivables and Related Rights contributed by Originator to the Company pursuant to Section 3.1 (the "CONTRIBUTED RECEIVABLES")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator, in its capacity as seller and contributor, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this SECTION 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Transferor agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originatorthe Transferor, from time to time on or after the Closing Date, but before the Purchase Sale and Sale Contribution Termination Date (as defined in Section 1.4), all of such Originatorthe Transferor’s right, title and interest in and to: (a) each Receivable of the Transferor (other than (iincluding, without limitation, each such Receivable sold or purported sold to the Transferor pursuant to the Purchase and Sale Agreement) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator the Transferor at the closing of such Originatorthe Transferor’s business on October 31, 2014 (the “Cut-Off Date off Date”) other than Receivables contributed pursuant to Section 3.1 (as defined belowthe “Contributed Receivables”); (b) each Receivable generated or otherwise acquired by the Transferor (other than (iincluding, without limitation, each such Receivable sold or purported sold to the Transferor pursuant to the Purchase and Sale Agreement) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding the Purchase Sale and Sale Contribution Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations of, the sale Transferor under all Related Security with respect to any of which gave rise to such Receivablethe foregoing Receivables; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Transferor with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator the Transferor to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator the Transferor on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originatorthe Transferor, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originatorthe Transferor, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); (g) all rights, remedies, powers, privileges, title and interest (but not obligations) under the Purchase and Sale Agreement with respect to the Receivables sold and contributed hereunder; and (h) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to the Lock-Box Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Transferor set forth in this AgreementAgreement and each of the other Transaction Documents to which the Transferor is a party. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the property, proceeds and rights described in clauses (c) through (h) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility”.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on Purchase and Sale Agreement 6 or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s 's business on February 28, 2001 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableOriginator under all Related Security; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title powers and interest (but not obligations) privileges of such Originator in and to each Lock-Box and all Collection Accounts, any accounts into which any Collections are or may be received; and (f) all collections and other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable shall be made without recourserecourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be be, or shall be, assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. (a) Each Receivable that existed as of the Business Day prior to the date of this Agreement (the "Existing Receivables") was sold to the Buyer pursuant to -------------------- the Original Purchase Agreement. On the terms and subject to conditions hereinafter set forth, and in consideration of the conditions set forth in this AgreementPurchase Price, each Originator, severally and for itself, COMPUCOM agrees to sell to the Buyer, and the Buyer agrees to purchase from such OriginatorCOMPUCOM, from time to time on or after at the Closing Datetimes set forth in Section 1.2, but before prior to the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s COMPUCOM's ----------- right, title title, and interest in and to: (ai) each Receivable (other than (iContributed Receivables) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) created or originated by COMPUCOM from the close of such Originator that existed and was owing to such Originator at the closing of such Originator’s COMPUCOM's business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from Business Day prior to the date of this Agreement to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (cii) all of such Originator’s interest in any goods (including Returned Goods)rights to, but not the obligations under, all related Contracts and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together Related Security with all UCC financing statements or similar filings relating respect thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (giii) all books and records of such Originator monies due or to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds become due with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)foregoing; and (hiv) all Collections in respect of, and other proceeds of, Receivables or any other of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such OriginatorCOMPUCOM, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer COMPUCOM or the Servicer (if other than COMPUCOM) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties party directly or indirectly liable for payment of such ReceivablesReceivable and available to be applied thereon, excluding, however, proceeds of returned inventory). All purchases and capital contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators COMPUCOM, in its capacity as seller, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, proceeds and rights described in clauses subsections (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivableii), (iii) and (iv) of this Section 1.1(a) are herein referred to as --------------- --- -- ------------- collectively called the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:". --------------

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originatorand in consideration of the Purchase Price, severally and for itself, the Seller agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originatorthe Seller, and does hereby purchase from time the Seller, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s the Seller's right, title and interest in and to: (a) each Receivable in existence and owned by the Seller as of the close of the Seller's business on the date of the initial purchase under the Receivables Purchase Agreement (the "Closing Date") (other than the Receivables and Related Rights contributed by the Seller to the Company pursuant to Section 3.1 (i) the "Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined belowReceivables")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated purchased by such Originator the Seller from the close of the Seller's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and ; and (f) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds thereof (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originatorthe Seller, the Buyer Originators, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments, if any, that any insurance payments that such Originator, the Buyer Seller or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Seller set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, Agreement and any such assumption is expressly disclaimedeach other Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms Each Seller hereby sells, transfers, assigns, sets over and subject otherwise conveys to the conditions set forth in this Agreement, each Originator, severally Buyer and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originatoreach Seller, from time to time on or after at the Closing Date, but before the Purchase and Sale Termination Date (as defined times set forth in Section 1.4)1.2, all of such Originator’s Seller's right, title and interest in in, to and tounder: (a) each Receivable all Receivables of such Seller (other than (iContributed Receivables) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was were owing to such Originator Seller as at the closing of such Originator’s Seller's business on the Initial Cut-Off Date (as defined below);Date, (b) each Receivable (other than (i) Contributed all Receivables and (ii) any TRS Receivable) generated created by such Originator Seller that arise during the period from and including the closing of such Seller's business on the Initial Cut-Off Date to but excluding the Purchase and Sale Termination Date;, (c) all Related Security with respect to such Receivables of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable;Seller, (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any proceeds of the foregoing, and including all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were funds received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors any Person in payment of any amounts owed (including, without limitation, including invoice priceprices, finance charges, interest and all other charges, if any) in respect of any of the Receivable described above Receivables or are Related Security with respect to any such Receivable, or otherwise applied to repay or discharge any such amounts owed by the Obligors Receivable (including, without limitation, any including insurance payments that such Originator, the Buyer a Seller or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, such Receivable and net proceeds of any sale or other disposition of Returned Goods repossessed goods that were the subject of any such Receivable) or other collateral of the Obligors in respect or property of any of the above Receivables Obligor or any other parties party directly or indirectly liable for payment of such Receivables). All purchases , and (e) all checks, wire transfers, monies and contributions hereunder shall be made without recourseother items of any type whatsoever deposited into the Bank Accounts, but shall be made pursuant towhether or not such items constitute proceeds of Receivables and whether such items are now existing or hereafter arising or acquired, and in reliance upon, the representations, warranties and covenants and (f) all Records relating to any of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facilityforegoing.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementPurchase Agreement (including the conditions to purchases set forth in Article IV), each Originator, severally and for itself, Seller agrees to sell to the Buyersell, transfer, assign, set over and otherwise convey, and the Buyer agrees does hereby sell, to purchase from such OriginatorWPS Fincx, xxd WPS Fincx xxxees to purchase, and does hereby purchase, from time to time on or after Seller, at the Closing Date, but before the Purchase and Sale Termination Date (as defined times set forth in Section 1.4)1.2, all of such Originator’s Seller's right, title and interest in in, to and tounder: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) of Seller that exists and (ii) any TRS Receivable) of such Originator that existed and was is owing to such Originator Seller as at the closing of such Originator’s Seller's business on the Cut-Off Effective Date (as defined belowother than the Previously Transferred Receivables);, (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such Originator Seller that arises during the period from and including the Cut-Off closing of Seller's business on the Effective Date to but excluding the Purchase and Sale Termination Date;, (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise Related Security with respect to such Receivable;all Receivables described above, (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any proceeds of the foregoing, and including all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were funds received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors any Person in payment of any amounts owed (including, without limitation, including invoice priceprices, finance charges, interest and all other charges, if any) in respect of any of the Receivable described above Receivables or are Related Security with respect to any such Receivable, or otherwise applied to repay or discharge any such amounts owed by the Obligors Receivable (including, without limitation, any including insurance payments that such Originator, the Buyer Seller or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, such Receivable (it being understood that property insurance covering inventory is not so applied and is not included in this grant) and net proceeds of sale or other disposition of Returned Goods repossessed goods that were the subject of any such Receivable) or other collateral of the Obligors in respect or property of any of the above Receivables Obligor or any other parties party directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder , and (e) all Records relating to any of the foregoing; provided that the Seller shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants entitled to retain duplicates of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityRecords.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing DateDate (or, solely in the case of HBO Home Entertainment, Inc., on or after June 1, 2019), but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: : (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); ; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated by such Originator from and including after the Cut-Off Date to but excluding the Purchase and Sale Termination Date; ; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; ; (d) all instruments and chattel paper that may evidence such Receivable; ; (e) all 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, together with all UCC financing statements or similar filings relating thereto; ; (f) solely to the extent applicable necessary to irrevocably collect and enjoy the benefits of such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; , subject, in each case, to any applicable terms of such Contract that may adversely impact the sale or assignment of such Contract (as opposed to the sale or the assignment of the Receivables or other proceeds arising thereunder); (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC)) of any of the foregoing; and and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:proceeds

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on January 1, 2006 (the “Cut-Off Date (as defined belowoff Date”); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off off Date to but excluding the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of, such Originator under all Related Security with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Receivables; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and; (hf) all Collections collections and other proceeds and products of any of the foregoing (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Company or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); and (g) all right, title and interest (but not obligations) in and to the Lock-Box Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such collections or other proceeds (as such term is defined in the applicable UCC). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company’s foregoing agreement to purchase Receivables and the proceeds and rights described in clauses (c) through (hg) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ) is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article V), each Originator, severally and for itselfitself alone, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Initial Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator as at the closing of such Originator’s 's business on June 5, 1998 of (the "Cut-Off Date (as defined belowoff Date"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created by such Originator from and including the Cut-Off off Date to but excluding and including the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, ; and (f) all collections and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off off Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer an Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, Receivable and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators each Originator set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On 1.1. Purchaser agrees to purchase from Seller, and Seller agrees to sell and convey to Purchaser, under the terms and subject to the conditions set forth in this Agreement, each Originatorthe following: (a) That certain parcel of real property in Mt. Xxxxxx, severally Virginia, containing approximately 145 acres, as more fully described on Exhibit "A," and for itselfany improvements situated on such parcel of real property, agrees to sell to the Buyerand, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)further, all of such Originator’s the right, title and interest of Seller in and to: (a) each Receivable (to any easements, covenants and other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing rights appurtenant to such Originator at the closing parcel of such Originator’s business on the Cut-Off Date real property and all right, title and interest of Seller in and to any award made or to be made in lieu thereof (as defined belowcollectively, "Real Property"); (b) each Receivable All fixtures, equipment and other tangible personal property, and replacements thereof now or hereafter affixed to and/or located at the Real Property, as more fully described on Exhibit "A- 1," owned by Seller and used in connection with the management, operation, maintenance or repair of the Real Property (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Datecollectively, "Personal Property"); (c) all of such Originator’s interest in any goods (including Returned Goods)All water, and documentation of title evidencing the shipment or storage of any goods (including Returned Goods)condensate, the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoingdistillate, and all rightsproducts refined therefrom, remedies, powers, privileges, title and interest (but not obligationscollectively "Water") in and to each Lock-Box under and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, produced and any related investment property acquired with any such Collections saved from or other proceeds attributable to the spring located on the Real Property (as such term is defined in the applicable UCC"Spring"); and (hd) all Collections and other proceeds All intangible property now or on the Closing Date (as defined hereafter) owned or held by Seller in connection with the UCC) of any of Real Property or the foregoing that are or were received by such Originator on or after the Cut-Off DatePersonal Property, including, without limitation, (i) all funds which either are received by such Originatorlicenses, the Buyer or the Servicer from or on behalf permits, authorizations, approvals, certificates of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest occupancy and all other charges) in respect of any approvals necessary for the current use and operation of the above Receivables or are applied Property (collectively, "Permits", and (ii) all right, title and interest of Seller in all transferable warranties, plans and specifications, and development rights related to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Real Property or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesPersonal Property, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivablespart thereof (collectively, "Intangible Property"). 1.2. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth As used in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by , the Buyer hereunderterm "Property" shall include the Real Property, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, Personal Property and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase FacilityIntangible Property.” As used herein:

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including ARTICLE IV), each Originatorand in consideration of the Purchase Price, severally and for itself, the Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such the Originator, and does hereby purchase from time the Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such the Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such the Originator that existed and was owing to such the Originator at as of the closing opening of such the Originator’s 's business on December 22, 2000 (the Cut-Off Date "CLOSING DATE") (as defined belowother than the portion of the Receivables and Related Rights contributed by the Originator to the Company pursuant to SECTION 3.1 (the "CONTRIBUTED PORTION")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such the Originator from the opening of the Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such the Originator’s 's right, title and interest in any goods (including Returned Goods), and documentation of title evidencing under the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableIsuzu Loan Documents; (d) all instruments of the Originator's right, title and chattel paper that may evidence such Receivable;interest in all payments of principal, interest, administrative fees or other amounts due in respect of any Advance or other disbursement under the Promissory Note and Security Agreement. (e) all rights to, but not the obligations under, all Related Security (other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant than with respect to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating theretoContributed Portion); (f) solely all monies due or to become due with respect to any of the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwiseforegoing; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such the Originator, the Buyer Company or the Servicer from or on behalf of the Obligors Obligor in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of Receivable (other than the above Receivables Contributed Portion), or that are (or are to be) applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivablessuch Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of Returned Goods vehicles or other collateral or property of the Obligors in respect of any of the above Receivables Obligor or any other parties Person directly or indirectly liable for the payment of any such ReceivablesReceivable that are (or are to be) applied thereto). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator, in its capacity as Originator and contributor, set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimedeach Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses SUBSECTIONS (c) through (h) aboveof this SECTION 1.1 (collectively, including with respect such item relating to any Contributed Receivable (but for Portion, the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable)) of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS ReceivableReceivables) generated or acquired (including any Whitehall Funding Receivables acquired from Whitehall Funding upon the effectiveness of any irrevocable transfer thereof by Whitehall Funding to an Originator) by such Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, including, without limitation, any Credit Purchase Agreement covering all or any portion of such Receivable; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables); provided, that (i) no Whitehall Funding Receivables or Related Rights with respect thereto shall be sold or contributed hereunder until such time as such Whitehall Funding Receivables cease to constitute Whitehall Funding Receivables upon the effectiveness of any irrevocable transfer thereof by Whitehall Funding to an Originator and (ii) until the Blocked Account Retitling Date, any rights with respect to the GBG Account shall be subject to the Whitehall Funding Intercreditor Agreement. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:Notwithstanding that clauses (c) through (h) describe interests related to Receivables sold to the Buyer, such properties, proceeds and rights as they relate to Contributed Receivables shall also constitute “Related Rights” of Contributed Receivables.

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), each Originator, severally and for itself, agrees to sell to the BuyerCompany, and the Buyer Company agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)Date, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at the closing of such Originator’s 's business on March 31, 2001 (the "Cut-Off Date off Date") other than Receivables contributed pursuant to Section 3.1 (as defined belowthe "Contributed Receivables"); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator from and including the Cut-Off Cutoff Date to but excluding and including the Purchase and Sale Termination Date; (c) all rights to, but not the obligations of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such ReceivableOriginator under all Related Security; (d) all instruments and chattel paper that may evidence monies due or to become due to such ReceivableOriginator with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title powers and interest (but not obligations) privileges of such Originator in and to each Lock-Box and all Collection Accounts, any accounts into which any Collections are or may be received; and (f) all collections and other proceeds with respect to such Receivables may be deposited, and products of any related investment property acquired with any such Collections or other proceeds of the foregoing (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Cutoff Date, including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above ReceivablesReceivable, and net proceeds of sale or other disposition of Returned Goods repossessed goods or other collateral or property of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be be, or shall be, assumed by the Buyer Company hereunder, and any such assumption is expressly disclaimed. The property, Company's Purchase and Sale Agreement foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (hf) above(collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from such Originator, Seller from time to time on or after the Closing Purchase Agreement Effective Date, but before the Borrower Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originatorthe Seller’s right, title and interest (but not obligations) in and to: (a) each Subject Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing now or hereafter acquired by the Seller under the Intermediate Purchase Agreement to such Originator at but excluding the closing of such Originator’s business on the Cut-Off Borrower Purchase Termination Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) all Related Security with respect to any TRS Receivable) generated by such Originator from and including of the Cut-Off Date to but excluding the Purchase and Sale Termination Dateforegoing Subject Receivables; (c) all Related Rights (as defined in the Intermediate Purchase Agreement) with respect to any of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivableforegoing Subject Receivables; (d) to the extent not already covered in clause (c) above, (i) all instruments and chattel paper that may evidence such Receivablemonies due or to become due to the Seller with respect to any of the foregoing; (eii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivablebooks, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance records and other agreements (including information of the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator Seller to the extent related to any of the foregoing; (iii) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by the Seller on or after the Cut-Off Date (as defined in the Intermediate Purchase Agreement) in respect of the Subject Receivables or Related Security, (including all Collections described in Section 1.1(f) of the Intermediate Purchase Agreement) other than Excluded Amounts; (iv) all rights, remedies, powers, privileges, title and interest (but not obligations) with respect to the Subject Receivables sold or contributed hereunder; and US-DOCS\149440763.13 (v) all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box all Controlled Accounts and all Collection Accounts, Collateral Agent Deposit Accounts into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Seller set forth in this AgreementAgreement and each other Loan Document to which they are a party. No obligation or liability to any Obligor Account Debtor or any other Person on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, Buyer’s foregoing agreement to purchase Subject Receivables and the proceeds and rights described in clauses (c) through and (hd) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as collectively; the “Related Rights”), and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Borrower Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, Sub-Originator agrees to sell to the Buyer, and the Buyer agrees to purchase from such Sub-Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Sub-Originator’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Sub-Originator that existed and was owing to such Sub-Originator at the closing of such Sub-Originator’s business on the Cut-Off Date (as defined below); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated or otherwise acquired by such Sub-Originator from and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Sub-Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all other letter of credit rights, 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Sub-Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Sub-Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Sub-Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Sub-Originators set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), above are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including ARTICLE IV), each Originatorand in consideration of the Purchase Price, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s 's right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on June 25, 1998 Closing Date") (other than the Cut-Off Date Receivables and Related Rights contributed by Originator to the Company pursuant to Section 3.1 (as defined belowthe "CONTRIBUTED RECEIVABLES")); (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (hf) all Collections and other proceeds thereof (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, Agreement and any such assumption is expressly disclaimedeach other Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses SUBSECTIONS (cC) through (hF) aboveof this SECTION 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights "RELATED RIGHTS") is herein called the “Purchase Facility"PURCHASE FACILITY.” As used herein:"

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, the Seller agrees to sell or contribute to the Buyer, and the Buyer agrees to purchase from such Originatoror accept, from time to time on or after the Closing initial Credit Extension under the Receivables Financing Agreement (the “Initial Funding Date”), but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originatorthe Seller’s right, title and interest in and to: (a) each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator the Originators that existed and was owing to such Originator at the closing of such Originator’s business Seller purchased from the Originators on the Cut-Off Date (as defined below)Initial Funding Date; (b) each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated by such Originator of the Originators that the Seller purchased from and including the Cut-Off Originators after the Initial Funding Date to to, but excluding excluding, the Purchase and Sale Termination Date; (c) all of such Originatorthe Seller’s interest in any goods (including Returned Goodsreturned goods), and documentation of title evidencing the shipment or storage of any goods (including Returned Goodsreturned goods), the sale of which gave rise to such Receivable; (d) all instruments and chattel paper that may evidence such Receivable; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originatorthe Seller’s rights, interests and claims under the related Contracts and all supporting obligations, guaranties, indemnities, letters of credit (including any letter of credit rights), insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) all books and records of such Originator the Seller to the extent related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such Receivables)foregoing. All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators Seller set forth in this AgreementAgreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, and any such assumption is expressly disclaimed. The property, property and the proceeds and rights described in clauses (c) through (h) above, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to herein, collectively, as the “Related Rights”, ,” and the Buyer’s foregoing commitment to purchase or accept Receivables and Related Rights is herein called the “Purchase Facility.” As used herein:”

Agreement to Purchase and Sell. On the terms and subject to the conditions set forth in this AgreementAgreement (including Article IV), and in consideration of the Purchase Price, each Originator, severally and for itself, Originator agrees to sell to the BuyerCompany, and does hereby sell to the Company, and the Buyer Company agrees to purchase from such Originator, and does hereby purchase from time such Originator, without recourse and without regard to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4)collectibility, all of such Originator’s 's right, title and interest in and to: (a) 1. each Receivable (other than (i) Contributed Receivables as defined in Section 3.1(a) and (ii) any TRS Receivable) of such Originator that existed and was owing to such Originator at as of the closing close of such Originator’s 's business on November 13, 1998 (the Cut-Off Date "Closing Date") (as defined belowother than the Receivables and Related Rights contributed by such Originator to the Company pursuant to Section 3.1 (the "Contributed Receivables")); (b) 1. each Receivable (other than (i) Contributed Receivables and (ii) any TRS Receivable) generated created or originated by such Originator from the close of such Originator's business on the Closing Date to and including the Cut-Off Date to but excluding the Purchase and Sale Termination Date; (c) 1. all of such Originator’s interest in any goods (including Returned Goods)rights to, and documentation of title evidencing but not the shipment or storage of any goods (including Returned Goods)obligations under, the sale of which gave rise to such Receivableall Related Security; (d) 1. all instruments and chattel paper that may evidence such Receivablemonies due or to become due with respect to any of the foregoing; (e) all 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, together with all UCC financing statements or similar filings relating thereto; (f) solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; (g) 1. all books and records of such Originator to the extent related to any of the foregoing, and ; and 1. all rights, remedies, powers, privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds thereof (as such term is defined in the applicable UCC); and (h) all Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or after the Cut-Off Date, date hereof including, without limitation, all funds which either are received by such Originator, the Buyer Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of any of the above Receivables Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments payments, if any, that such Originator, the Buyer Originator or the Servicer (if other than Originator) applies in the ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties directly or indirectly liable for payment of such ReceivablesReceivable). All purchases and contributions hereunder shall be made without recourse, but shall be made pursuant to, to and in reliance upon, upon the representations, warranties and covenants of the Originators each Originator set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder, Agreement and any such assumption is expressly disclaimedeach other Transaction Document. The property, Company's foregoing commitment to purchase such Receivables and the proceeds and rights described in clauses subsections (c) through (hf) aboveof this Section 1.1 (collectively, including with respect to any Contributed Receivable (but for the avoidance of doubt, excluding with respect to any TRS Receivable), are herein referred to as the “"Related Rights”, and the Buyer’s foregoing commitment to purchase Receivables and Related Rights ") is herein called the “"Purchase Facility.” As used herein:"