Common use of Inclusion of Receivables Assigned from Kenosia Funding LLC and Cartus Relocation Corporation Clause in Contracts

Inclusion of Receivables Assigned from Kenosia Funding LLC and Cartus Relocation Corporation. The parties hereto acknowledge and agree that the definition of “Seller Receivables” in the Receivables Purchase Agreement may include certain Receivables (the “Acquired Receivables’) which were neither sold by Cartus to CFC under the Purchase Agreement nor originated by CFC. The parties hereto acknowledge and agree that, for all purposes of the Affected Documents, (i) the Acquired Receivables shall be considered to be CFC Receivables originated by CFC, and shall be deemed to be included in the ARSC Purchased Assets transferred to the Issuer and (ii), notwithstanding anything to the contrary in the Affected Documents, CFC shall be allowed to enter into an assignment agreement with each of Cartus, Kenosia and CRC, the form of which has been approved in writing by the Majority Investors, and to consummate the transfer of the Acquired Receivables along with the Related Property relating to such Acquired Receivables (collectively, the “Acquired Assets”) on the terms and conditions set forth therein. Such conditions shall include evidence of compliance with the Federal Assignment of Claims Act and confirmation from the Rating Agencies that the commercial paper ratings of the Conduit Purchasers under the Note Purchase Agreement will not be reduced or withdrawn by reason of such transaction. The parties hereto further acknowledge and agree that, so long as such Acquired Receivables satisfy all other criteria set forth in the definition of “Eligible Receivable”, such Acquired Receivables shall constitute Eligible Receivables within the meaning of the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Indenture notwithstanding the fact that such Acquired Receivables were neither sold to CFC under the Purchase Agreement nor otherwise originated by CFC.

Inclusion of Receivables Assigned from Kenosia Funding LLC and Cartus Relocation Corporation. The parties hereto acknowledge and agree that the definition of “Seller Receivables” in the Receivables Purchase this Agreement may include certain Receivables (the “Acquired Receivables’) which were neither sold by Cartus to CFC under the Purchase Agreement nor originated by CFC. The parties hereto acknowledge and agree that, for all purposes of the Affected Transaction Documents, (i) the Acquired Receivables shall be considered to be CFC Receivables originated by CFC, and shall be deemed to be included in the ARSC Purchased Assets transferred to the Issuer and (ii), notwithstanding anything to the contrary in the Affected Transaction Documents, CFC shall be allowed to enter into an assignment agreement with each of Cartus, Kenosia and CRC, the form of which has been approved in writing by the Majority Investors, and to consummate the transfer of the Acquired Receivables along with the Related Property relating to such Acquired Receivables (collectively, the “Acquired Assets”) on the terms and conditions set forth therein. Such conditions shall include evidence of compliance with the Federal Assignment of Claims Act and confirmation from the Rating Agencies that the commercial paper ratings of the Conduit Purchasers under the Note Purchase Agreement will not be reduced or withdrawn by reason of such transaction. The parties hereto further acknowledge and agree that, so long as such Acquired Receivables satisfy all other criteria set forth in the definition of “Eligible Receivable”, such Acquired Receivables shall constitute Eligible Receivables within the meaning of the Receivables Purchase Agreement, the Transfer and Servicing Agreement and the Indenture notwithstanding the fact that such Acquired Receivables were neither sold to CFC under the Purchase Agreement nor otherwise originated by CFC.