Common use of Conveyance of the Purchased Assets Clause in Contracts

Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date, in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor and subject to the terms and satisfaction of the conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as to each Transfer set forth in Section 2.01(c)2.07 hereof, the Originator hereby sells to the Buyer, without recourse, but subject to the other terms and provisions of this Agreement, all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule applicable S&SA Assignment and the Daily Receivables File. In connection with related Note Receivable Schedule, and all proceeds of the conveyances foregoing. (ii) On each Transfer Date, the Buyer hereby purchases, and acknowledges the sale to it, of the Purchased AssetsAssets identified in the applicable S&SA Assignment and the related Note Receivable Schedule, receipt of which is hereby acknowledged by the Buyer. Concurrently with such delivery, as of the applicable Transfer Date, the Buyer automatically grants a security interest in particular, Xxxxx’x right, title the Purchased Assets identified in the applicable S&SA Assignment and interest the related Note Receivable Schedule (a copy of which has or will concurrently therewith be delivered to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title Agent) to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx Agent pursuant to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx Loan Agreement as security for the benefit of Buyer’s Obligations under the Administrative Agent (for Loan Agreement and the benefit of the Owners)other Loan Documents. (iiii) By execution Notwithstanding anything to the contrary herein, in no event shall the Buyer be required to purchase the Purchased Assets identified in any S&SA Assignment and delivery of this Agreement the related Note Receivable Schedule on any Transfer Date if the conditions precedent to the applicable Transfer set forth in Section 2.07 have not been fulfilled. (iv) The Servicer shall, at its own expense, within one (1) Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and delivery of each Receivables the related Note Receivable Schedule have been sold to the Buyer pursuant to Section 2.01(gthis Agreement. (v) The parties hereto intend that the conveyances contemplated hereby be sales from the Originator to the Purchaser Buyer of the Purchased Assets identified in each S&SA Assignment and related Note Receivable Schedule. In the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes event the transactions with respect to the Purchaser Purchased Assets set forth herein are deemed not to be a sale, the Originator hereby grants to the Buyer a security interest in all of its the Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as secure all of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoingOriginator’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other PersonApplicable Law. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date, in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor and subject to the terms and satisfaction of the conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as to each Transfer set forth in Section 2.01(c)2.08 hereof, the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and provisions of this Agreement, all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule applicable S&SA Assignment and the Daily Receivables File. In connection with related Loan Schedule, and all proceeds of the conveyances foregoing. (ii) On each Transfer Date, the Borrower hereby purchases, and acknowledges the conveyance to it, of the Purchased AssetsAssets identified in the applicable S&SA Assignment and the related Loan Schedule, receipt of which is hereby acknowledged by the Borrower. Concurrently with such delivery, as of the applicable Transfer Date, the Borrower automatically grants a security interest in particular, Xxxxx’x right, title the Purchased Assets identified in the applicable S&SA Assignment and interest the related Loan Schedule (a copy of which has or will concurrently therewith be delivered to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title Agent) to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx Agent pursuant to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx Loan Agreement as security for the benefit of Borrower’s Obligations under the Administrative Agent (for Loan Agreement and the benefit of the Owners)other Loan Documents. (iiii) By execution Notwithstanding anything to the contrary herein, in no event shall the Borrower be required to purchase the Purchased Assets identified in any S&SA Assignment and delivery of this Agreement the related Loan Schedule on any Transfer Date if the conditions precedent to the applicable Transfer set forth in Section 2.08 have not been fulfilled. (iv) The Servicer shall, at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and delivery of each Receivables the related Loan Schedule have been sold to the Borrower pursuant to Section 2.01(gthis Agreement. (v) The parties hereto intend that the conveyances contemplated hereby be sales from the Originator to the Purchaser Borrower of the Purchased Assets identified in each S&SA Assignment and related Loan Schedule. In the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes event the transactions with respect to the Purchaser Purchased Assets set forth herein are deemed not to be a sale, the Originator hereby grants to the Borrower a security interest in all of its the Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as secure all of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoingOriginator’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other PersonApplicable Law. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date, in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor and subject to the terms and satisfaction of the conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as to each Transfer set forth in Section 2.01(c)2.07 hereof, the Originator hereby sells to the Buyer, without recourse, but subject to the other terms and provisions of this Agreement, all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule applicable S&SA Assignment and the Daily Receivables File. In connection with related Note Receivable Schedule, and all proceeds of the conveyances foregoing. (ii) On each Transfer Date, the Buyer hereby purchases, and acknowledges the sale to it, of the Purchased AssetsAssets identified in the applicable S&SA Assignment and the related Note Receivable Schedule. Concurrently with such delivery, as of the applicable Transfer Date, the Buyer automatically grants a security interest in particular, Xxxxx’x right, title the Purchased Assets identified in the applicable S&SA Assignment and interest the related Note Receivable Schedule (a copy of which has or will concurrently therewith be delivered to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title Agent) to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx Agent pursuant to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx Loan Agreement as security for the benefit of Buyer’s Obligations under the Administrative Agent (for Loan Agreement and the benefit of the Owners)other Loan Documents. (iiii) By execution Notwithstanding anything to the contrary herein, in no event shall the Buyer be required to purchase the Purchased Assets identified in any S&SA Assignment and delivery of this Agreement the related Note Receivable Schedule on any Transfer Date if the conditions precedent to the applicable Transfer set forth in Section 2.07 have not been fulfilled. (iv) The Servicer shall, at its own expense, within one (1) Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and delivery of each Receivables the related Note Receivable Schedule have been sold to the Buyer pursuant to Section 2.01(gthis Agreement. (v) The parties hereto intend that the conveyances contemplated hereby be sales from the Originator to the Purchaser Buyer of the Purchased Assets identified in each S&SA Assignment and related Note Receivable Schedule. In the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes event the transactions with respect to the Purchaser Purchased Assets set forth herein are deemed not to be a sale, the Originator hereby grants to the Buyer a security interest in all of its the Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as secure all of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoingOriginator’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other PersonApplicable Law. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). NJ 231024835v4 Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily DailyWeekly Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily DailyWeekly Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon thereonin each Weekly Receivables File and all Related Rights with respect thereto, in each case, as of the Addition Date listed in each such Weekly Receivables File with respect to each Additional Receivable identified therein. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain NJ 231024835v4 payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such NJ 231024835v4 Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase PurchaseWeekly Delivery Date following the Original OriginalNovember 2020 Amendment Closing Date, cause the Servicer to deliver to the Purchaser the Daily DailyWeekly Receivables File. Each Receivables Schedule and Daily DailyWeekly Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily DailyWeekly Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g2.01(h) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g2.01(h) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iiiii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses clause (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date during the Revolving Period, in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor and subject to the terms and satisfaction of the conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as to each Transfer set forth in Section 2.01(c)2.08 hereof, the Depositor hereby sells and assigns to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Depositor in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained applicable S&SA Assignment and updated by Xxxxx or the Servicer. Each such salerelated Loan Schedule, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer together with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x Depositor's right, title and interest in and to (but none of its obligations under) the Loan Sale Agreement and all proceeds of the foregoing. (ii) On each Transfer Date, the Issuer hereby purchases, and acknowledges the conveyance to it, of the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery, as of the applicable Transfer Date, the Issuer Grants the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule (a copy of which has or will concurrently therewith be delivered to the Credit AgreementsIndenture Trustee) to the Indenture Trustee pursuant to the Indenture as security for the Issuer's obligations under the Indenture and the other Basic Documents. (iii) On the Closing Date, hereunder from time and in exchange for the conveyances of Purchased Assets contemplated hereby, the Owner Trustee, pursuant to timethe instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Trust Certificates to be authenticated and delivered (which may be by facsimile transmission or in an electronic format) to or at the direction of the Depositor. (iv) Notwithstanding anything to the contrary herein, in no event shall the Issuer be required to purchase the Purchased Assets identified in any S&SA Assignment and the related Loan Schedule on any Transfer Date if the conditions precedent to the applicable Transfer set forth in Section 2.08 have not been fulfilled. (v) The Servicer shall, at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule have been sold to the Issuer pursuant to this Agreement. (vi) Subject to Section 3.01(o), the parties hereto agree and acknowledge intend that bare legal title the conveyances contemplated hereby be sales from the Depositor to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx Issuer of the Purchased Assets identified in each S&SA Assignment and related Loan Schedule. In the event the transactions with respect to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title Purchased Assets set forth herein are deemed not to be a sale, the Depositor hereby grants to the Credit Agreements to be held by Xxxxx for the benefit Issuer a security interest in all of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its Depositor's right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as secure all of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoingDepositor's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other PersonApplicable Law. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In On each Transfer Date, upon the mutual agreement of the Originator and the Borrower and in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and conditions set forth in provisions of this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule applicable S&SA Assignment and the related Loan Schedule, and all proceeds of the foregoing. Substantially contemporaneously with such sale and assignment, (i) the Borrower shall pay or cause to be maintained and updated paid to the Originator (or to such other Person as may be specified by Xxxxx or the Servicer. Each Originator) the Sales Price in respect of such salePurchased Assets with immediately available funds and/or (ii) if the Borrower does not have sufficient funds to pay the full amount of the Sale Price, transfer, assignment, set-over and conveyance the Originator shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide make a capital contribution to the Servicer with all Borrower equal to the necessary information to produce difference between the Receivables Schedule Sale Price and the Daily Receivables File. In connection with the conveyances of the Purchased Assetsamount paid, in particularif any, Xxxxx’x right, title and interest pursuant to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent clause (for the benefit of the Ownersi). (i) By execution On each Transfer Date, the Borrower hereby purchases, and delivery acknowledges the conveyance to it, of this Agreement the Purchased Assets identified in the applicable S&SA Assignment and delivery the related Loan Schedule, receipt of each Receivables which is hereby acknowledged by the Borrower. Concurrently with such delivery, as of the applicable Transfer Date, the Borrower automatically grants a security interest in the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule pursuant (a copy of which has or will concurrently therewith be delivered to Section 2.01(gthe Agent) to the Purchaser Agent pursuant to the Loan Agreement as security for the Borrower’s Obligations under the Loan Agreement and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes other Loan Documents. (ii) Notwithstanding anything to the Purchaser contrary herein, in no event shall the Borrower be required to purchase the Purchased Assets identified in any S&SA Assignment and the related Loan Schedule on any Transfer Date. (iii) The Originator shall, at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule have been sold to the Borrower pursuant to this Agreement. (iv) The parties intend that each of the conveyances contemplated hereby shall be sales from the Originator to the Borrower or, to the extent set forth in Section 2.01(a) hereof, capital contributions, of all of its the Originator’s right, title and interest in and to the related Purchased Assets. Notwithstanding the foregoing, if and to the extent the transfer of any Purchased Asset is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction or a loan, the Originator hereby grants to the Borrower a first priority security interest in all of the Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of whether now existing or hereafter created or arising, to secure a purchase price (the “RSA Purchase Price”) therefor loan in an amount equal to all obligations owed to the Principal Balance Borrower by the Originator under this Agreement. Upon the occurrence of each Receivable as of an event following which the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price Borrower shall be at least equal permitted to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of sell the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets the Borrower shall not be part of Xxxxx’x estate in the event have all of the filing rights and remedies of a bankruptcy petition or other action by or against secured party under the Code. Upon the occurrence of any such Person event, the Originator shall have all the rights of a debtor granting a lien under any Insolvency Lawthe Code. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this This Agreement shall constitute a security agreement under applicable law, securing Applicable Law and the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent Borrower shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights remedies of a secured creditor party under the Relevant UCCCode and other Applicable Law. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx Xxxxx, on the Original Closing Date has, and on any Business Day thereafter may may, sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Weekly Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Weekly Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon in each Weekly Receivables File and all Related Rights with respect thereto, in each case, as of the Addition Date listed in each such Weekly Receivables File with respect to each Additional Receivable identified therein. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx Xxxxx, the applicable Other TMUS Originator (if applicable) or any EIP Dealer (if applicable) in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Weekly Delivery Date following the Original November 2020 Amendment Closing Date, cause the Servicer to deliver to the Purchaser the Daily Weekly Receivables File. Each Receivables Schedule and Daily Weekly Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Weekly Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date during the Revolving Period, in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor and subject to the terms and satisfaction of the conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as to each Transfer set forth in Section 2.01(c)2.08 hereof, the Depositor hereby sells and assigns to the Issuer, without recourse, but subject to the other terms and provisions of this Agreement, all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Depositor in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained applicable S&SA Assignment and updated by Xxxxx or the Servicer. Each such salerelated Loan Schedule, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer together with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x Depositor’s right, title and interest in and to (but none of its obligations under) the Loan Sale Agreement and all proceeds of the foregoing. (ii) On each Transfer Date, the Issuer hereby purchases, and acknowledges the conveyance to it, of the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule, receipt of which is hereby acknowledged by the Issuer. Concurrently with such delivery, as of the applicable Transfer Date, the Issuer Grants the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule (a copy of which has or will concurrently therewith be delivered to the Credit AgreementsIndenture Trustee) to the Indenture Trustee pursuant to the Indenture as security for the Issuer’s obligations under the Indenture and the other Basic Documents. (iii) On the Closing Date, hereunder from time and in exchange for the conveyances of Purchased Assets contemplated hereby, the Owner Trustee, pursuant to timethe instructions of the Depositor, has executed (not in its individual capacity, but solely as Owner Trustee on behalf of the Issuer) and caused the Trust Certificates to be authenticated and delivered (which may be by facsimile transmission or in an electronic format) to or at the direction of the Depositor. (iv) Notwithstanding anything to the contrary herein, in no event shall the Issuer be required to purchase the Purchased Assets identified in any S&SA Assignment and the related Loan Schedule on any Transfer Date if the conditions precedent to the applicable Transfer set forth in Section 2.08 have not been fulfilled. (v) The Servicer shall, at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule have been sold to the Issuer pursuant to this Agreement. (vi) Subject to Section 3.01(o), the parties hereto agree and acknowledge intend that bare legal title the conveyances contemplated hereby be sales from the Depositor to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx Issuer of the Purchased Assets identified in each S&SA Assignment and related Loan Schedule. In the event the transactions with respect to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title Purchased Assets set forth herein are deemed not to be a sale, the Depositor hereby grants to the Credit Agreements to be held by Xxxxx for the benefit Issuer a security interest in all of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its Depositor’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as secure all of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoingDepositor’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other PersonApplicable Law. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In On each Transfer Date, upon the mutual agreement of the Originator and the Borrower and in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and conditions set forth in provisions of this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule applicable S&SA Assignment and the related Loan Schedule, and all proceeds of the foregoing. Substantially contemporaneously with such sale and assignment, (i) the Borrower shall pay or cause to be maintained and updated paid to the Originator (or to such other Person as may be specified by Xxxxx the Originator) the Sales Price in respect of such Purchased Assets with immediately available funds and/or (ii) if the Borrower does not have sufficient funds to pay the full amount of the Sale Price or at the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide election of the Servicer with all the necessary information to produce the Receivables Schedule Originator and the Daily Receivables File. In connection with Borrower, the conveyances of Originator shall make or be deemed to have made a capital contribution to the Purchased AssetsBorrower equal to the difference between the Sale Price and the amount paid, if any, in particular, Xxxxx’x right, title and interest cash pursuant to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent clause (for the benefit of the Ownersi). (i) By execution On each Transfer Date, the Borrower hereby purchases, and delivery acknowledges the conveyance to it, of this Agreement the Purchased Assets identified in the applicable S&SA Assignment and delivery the related Loan Schedule, receipt of each Receivables which is hereby acknowledged by the Borrower. Concurrently with such delivery, as of the applicable Transfer Date, the Borrower automatically grants a security interest in the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule pursuant (a copy of which has or will concurrently therewith be delivered to Section 2.01(gthe Agent) to the Purchaser Agent pursuant to the Loan Agreement as security for the Borrower’s Obligations under the Loan Agreement and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes other Loan Documents. (ii) Notwithstanding anything to the Purchaser contrary herein, in no event shall the Borrower be required to purchase the Purchased Assets identified in any S&SA Assignment and the related Loan Schedule on any Transfer Date. (iii) The Originator shall, at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule have been sold to the Borrower pursuant to this Agreement. (iv) The parties intend that each of the conveyances contemplated hereby shall be sales from the Originator to the Borrower or, to the extent set forth in Section 2.01(a) hereof, capital contributions, of all of its the Originator’s right, title and interest in and to the related Purchased Assets. Notwithstanding the foregoing, if and to the extent the transfer of any Purchased Asset is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction or a loan, the Originator hereby grants to the Borrower a first priority security interest in all of the Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of whether now existing or hereafter created or arising, to secure a purchase price (the “RSA Purchase Price”) therefor loan in an amount equal to all obligations owed to the Principal Balance Borrower by the Originator under this Agreement. Upon the occurrence of each Receivable as of an event following which the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price Borrower shall be at least equal permitted to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of sell the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets the Borrower shall not be part of Xxxxx’x estate in the event have all of the filing rights and remedies of a bankruptcy petition or other action by or against secured party under the Code. Upon the occurrence of any such Person event, the Originator shall have all the rights of a debtor granting a lien under any Insolvency Lawthe Code. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this This Agreement shall constitute a security agreement under applicable law, securing Applicable Law and the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent Borrower shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights remedies of a secured creditor party under the Relevant UCCCode and other Applicable Law. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (a) In consideration of the payment of the RSA Purchase Price as provided herein and subject to the terms and conditions set forth in this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule to be maintained and updated by Xxxxx or the Servicer. Each such sale, transfer, assignment, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased Assets, in particular, Xxxxx’x right, title and interest to the Credit Agreements, hereunder from time to time, the parties hereto agree and acknowledge that bare legal title to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of a purchase price (the “RSA Purchase Price”) therefor in an amount equal to the Principal Balance of each Receivable as of the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price shall be at least equal to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any 3 obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets shall not be part of Xxxxx’x estate in the event of the filing of a bankruptcy petition or other action by or against any such Person under any Insolvency Law. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this Agreement shall constitute a security agreement under applicable law, securing the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights of a secured creditor under the Relevant UCC. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.

Conveyance of the Purchased Assets. (ai) In On each Transfer Date, upon the mutual agreement of the Originator and the Borrower and in consideration of the payment of the RSA Purchase Sales Price as provided herein therefor the Originator hereby sells and assigns to the Borrower, without recourse, but subject to the other terms and conditions set forth in provisions of this Agreement, Xxxxx on the Original Closing Date and on any Business Day thereafter may sell, transfer, assign, set-over and otherwise convey, and the Purchaser may purchase or accept as a capital contribution, as set forth in Section 2.01(c), all of Xxxxx’x the right, title and interest, whether now owned or hereafter acquired, interest of the Originator in and to the Purchased Assets (including all Collections associated with the foregoing), the Receivables of which will be identified in the Receivables Schedule applicable S&SA Assignment and the related Loan Schedule, and all proceeds of the foregoing. Substantially contemporaneously with such sale and assignment, the Borrower shall pay or cause to be maintained paid to the Originator (or to such other Person as may be specified by the Originator) the Sales Price in respect of such Purchased Assets in a combination of (i) immediately available funds and updated (ii) if the Borrower does not have sufficient funds to pay the full amount of the purchase price, by Xxxxx or means of a capital contribution by the Servicer. Each such saleOriginator to the Borrower. (i) On each Transfer Date, transferthe Borrower hereby purchases, assignmentand acknowledges the conveyance to it, set-over and conveyance shall be executed without recourse (other than as expressly provided herein). Xxxxx will provide the Servicer with all the necessary information to produce the Receivables Schedule and the Daily Receivables File. In connection with the conveyances of the Purchased AssetsAssets identified in the applicable S&SA Assignment and the related Loan Schedule, receipt of which is hereby acknowledged by the Borrower. Concurrently with such delivery, as of the applicable Transfer Date, the Borrower automatically grants a security interest in the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule (a copy of which has or will concurrently therewith be delivered to the Agent) to the Agent pursuant to the Loan Agreement as security for the Borrower’s Obligations under the Loan Agreement and the other Loan Documents. (ii) Notwithstanding anything to the contrary herein, in particularno event shall the Borrower be required to purchase the Purchased Assets identified in any S&SA Assignment and the related Loan Schedule on any Transfer Date. (iii) The Originator shall, Xxxxx’x at its own expense, within one Business Day following each Transfer Date, indicate in its computer files that the Purchased Assets identified in the applicable S&SA Assignment and the related Loan Schedule have been sold to the Borrower pursuant to this Agreement. (iv) The parties intend that each of the conveyances contemplated hereby shall be sales from the Originator to the Borrower or, to the extent set forth in Section 2.01(a) hereof, capital contributions, of all of the Originator’s right, title and interest in and to the Credit Agreementsrelated Purchased Assets. Notwithstanding the foregoing, hereunder from time if and to timethe extent the transfer of any Purchased Asset is for any purpose characterized as a collateral transfer for security or the transaction is characterized as a financing transaction or a loan, the parties hereto agree and acknowledge that bare legal title Originator hereby grants to the Credit Agreements shall not be transferred or otherwise conveyed by Xxxxx to the Purchaser. Xxxxx shall retain for servicing convenience bare legal title to the Credit Agreements to be held by Xxxxx for the benefit Borrower a first priority security interest in all of the Administrative Agent (for the benefit of the Owners). (i) By execution and delivery of this Agreement and delivery of each Receivables Schedule pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its Originator’s right, title and interest in, to and under the Receivables identified thereon and all Related Rights with respect thereto. (ii) By execution and delivery of this Agreement and delivery of each Daily Receivables File pursuant to Section 2.01(g) to the Purchaser and the Administrative Agent, Xxxxx hereby grants, assigns and sells and contributes to the Purchaser all of its right, title and interest in, to and under the Additional Receivables identified thereon and all Related Rights with respect thereto. This Agreement and the transmittal of the electronic listing of the Receivables in the manner described herein shall constitute Xxxxx’x authentication of a record describing the Receivables and the Related Rights so conveyed for purposes of applicable law, including Article 9 of the Relevant UCC in the applicable jurisdictions and law and regulations relating to electronic signatures. (b) The sales, transfers, assignments, set-overs and conveyances described above shall be made in consideration of the Purchaser’s payment, in respect of each such Purchased Assets, of whether now existing or hereafter created or arising, to secure a purchase price (the “RSA Purchase Price”) therefor loan in an amount equal to all obligations owed to the Principal Balance Borrower by the Originator under this Agreement. Upon the occurrence of each Receivable as of an event following which the Purchase Date or any other amount that is mutually agreed upon by Xxxxx and the Purchaser as of the Purchase Date; provided that such RSA Purchase Price Borrower shall be at least equal permitted to the fair market value thereof. (c) The RSA Purchase Price for Purchased Assets purchased by the Purchaser from Xxxxx shall be paid by the Purchaser on each Purchase Date as follows: (i) to the extent available for such purpose, in cash held by the Purchaser; (ii) the Deferred Payment Amount; and (iii) to the extent that available cash and the unpaid Deferred Payment Amount with respect to the Purchased Assets on such date of purchase is less than the RSA Purchase Price, by a capital contribution by Xxxxx to the Purchaser in respect of Xxxxx’x membership interest in the Purchaser, deemed a concurrent assignment of Receivables and conveyance thereof, in an amount equal to the amounts that remain payable for purchases by the Purchaser following the application of clauses (i) and (ii) above. (d) The foregoing assignments, transfers, set-overs, and conveyances do not constitute and are not intended to result in a creation or an assumption by the Purchaser of any obligation of Xxxxx in connection with the Purchased Assets being so assigned or conveyed, or any agreement or instrument relating thereto, including, without limitation, (i) any obligation to any Obligor and (ii) any taxes, fees, or other charges imposed by any Governmental Authority. (e) The parties hereto intend and agree that any conveyance hereunder of Xxxxx’x right, title, and interest in and to the Purchased Assets is, and is intended to be, an absolute conveyance and transfer of ownership of sell the Purchased Assets, conveying good title and ownership, not a transfer to secure a loan or other payment obligation or any transfer subject to any right of redemption, and that such Purchased Assets the Borrower shall not be part of Xxxxx’x estate in the event have all of the filing rights and remedies of a bankruptcy petition or other action by or against secured party under the Code. Upon the occurrence of any such Person event, the Originator shall have all the rights of a debtor granting a lien under any Insolvency Lawthe Code. In the event that, notwithstanding such intent and agreement, any conveyance hereunder shall be determined by a court of competent jurisdiction not to be a conveyance of ownership, Xxxxx hereby grants and assigns to the Purchaser a perfected first priority security interest in (i) such Purchased Assets and (ii) all income from and proceeds of the foregoing, and this This Agreement shall constitute a security agreement under applicable law, securing Applicable Law and the obligations of Xxxxx to the Purchaser hereunder, including the obligation to transfer absolute ownership of such Purchased Assets. If such conveyance is deemed to be the mere granting of a security interest to secure an obligation, the Purchaser may, to secure the Purchaser’s obligations under the Receivables Purchase and Administration Agreement (to the extent that the transfer of Transferred Assets thereunder is deemed to be a mere granting of security interest to secure an obligation), repledge and reassign (i) all or a portion of the Purchased Assets thereunder pledged to the Purchaser and not released or reconveyed from the security interest of this Agreement at the time of such pledge and assignment and (ii) all income from and proceeds of the foregoing. Such repledge and reassignment may be made by the Purchaser with or without a repledge and reassignment by Xxxxx under this Agreement, and without further notice to or acknowledgment from Xxxxx or any other Person. (f) To the extent that Xxxxx retains any interest in the Purchased Assets, Xxxxx hereby grants to the Administrative Agent (for the benefit of the Owners) a security interest in all of Xxxxx’x right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Xxxxx hereunder and under the Receivables Purchase and Administration Agreement. With respect to such security interest and such collateral, the Administrative Agent Borrower shall have all of the rights that it has under the Receivables Purchase and Administration Agreement. The Administrative Agent shall also have all of the rights remedies of a secured creditor party under the Relevant UCCCode and other Applicable Law. (g) Xxxxx shall: (i) on or prior to (x) the Original Closing Date, in the case of Initial Receivables, and (y) the applicable Addition Date, in the case of Additional Receivables, indicate in its books and records and on the appropriate computer files that such Receivables and the related Purchased Assets have been sold to the Purchaser in accordance with this Agreement; (ii) on or prior to the Original Closing Date, in the case of the Initial Receivables, and on each Determination Date thereafter, cause the Servicer to deliver to the Purchaser the updated Receivables Schedule; and (iii) on each Purchase Date following the Original Closing Date, cause the Servicer to deliver to the Purchaser the Daily Receivables File. Each Receivables Schedule and Daily Receivables File delivered to the Purchaser by Xxxxx or by the Servicer on its behalf shall be deemed to be “signed” for purposes of the Relevant UCC and an authenticated security agreement for purposes of Sections 9-102 and 9-103 of the Relevant UCC. Xxxxx represents, warrants and agrees that transmission of each Daily Receivables File and each Receivables Schedule consisting of, including or accompanied by an electronic file (which may be a PDF or the insertion of the relevant language and names in a Word, Excel or other electronic document) and transmitted either (a) from a Designated Email Address or (b) by a Designated Servicing Officer through a virtual data room (including but not limited to Intralinks) acceptable to the Administrative Agent, shall be evidence of its present intent to adopt or accept such record as the authentication of a security agreement for purposes of Sections 9-102 and 9-203 of any Relevant UCC.