Common use of Purchase and Contribution of Receivables Clause in Contracts

Purchase and Contribution of Receivables. (a) Effective as of the applicable Closing Date: (i) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the applicable Initial Cutoff Date and thereafter arising through and including August 14, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the August 15, 2014 and thereafter arising through and including the Termination Date to the extent necessary to cause the Outstanding Balance of the contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses (i) and (ii), collectively, the “Contributed Receivables”), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentence, on the applicable Closing Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Receivable purchased from each Originator hereunder in accordance with Section 1.2. (b) On the Monthly Reporting Date, the Originators shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report, a “Purchase Report”) with respect to the Receivables sold and/or contributed by the Originators to the Buyer during such Calculation Period. (c) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and Collections. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to any of the Originators; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of the Originators or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and Collections, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Date and in accordance with Section 4.1(e)(ii), xxxx its master data processing records relating to the Receivables with a legend acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

Purchase and Contribution of Receivables. (a) Effective as of the applicable Closing Date: (i) CMC Originator hereby contributessells, absolutely assigns, transfers and otherwise conveys to Purchaser on each Purchase Date, on the Buyer’s capital, without recourse to CMC (except terms and subject to the extent expressly provided conditions specifically set forth herein), and the Buyer hereby accepts, all of CMC’s its right, title and interest, in, to and under (i) all Receivables (other than Contributed Receivables), now existing or arising hereafter and prior to the Purchase Termination Date, and all payment and enforcement rights (but not any obligations) to, in and under the related Contracts, (ii) all Collections and other monies due or to become due with respect to the foregoing, (iii) all Related Security for the Receivables, (iv) all lockboxes and accounts to which Collections are sent, and all funds and investments from time to time therein (including, without limitation, the Collection Account and the Depository Account), (v) all books and records related to the foregoing and (vi) all proceeds of the foregoing, including, without limitation, insurance proceeds relating thereto (collectively, the "Purchased Assets"). (b) In consideration of the capital stock of Purchaser issued to Originator, Originator agrees to contribute, and does hereby contribute to Purchaser, and Purchaser hereby accepts from Originator, all of Originator's right, title and interest in and to (i) Receivables, and all of CMC’s the rights described in clauses (ii) through (vi) of Section 2.1(a) related thereto, starting with the oldest such Receivable such that the aggregate Unpaid Balance of all such Receivables existing shall be as of close as possible to, but not less than, $3,000,000 (the close of business on the applicable "Initial Cutoff Date and thereafter arising through and including August 14, 2014; Contributed Receivables") and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC all other Contributed Receivables. (except to the extent expressly provided herein), and the Buyer hereby acceptsc) On each Purchase Date, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the August 15, 2014 and thereafter arising through and including the Termination Date to the extent necessary to cause the Outstanding Balance of the contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses (i) and (ii), collectively, the “Contributed Receivables”), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentence, on the applicable Closing Date the Buyer shall acquire all of the Originators’ 's right, title and interest in and to the newly created Receivables (other than Receivables indicated on a Purchase Report as having been contributed by Originator to Purchaser (such Receivables, together with the Initial Contributed Receivables, the "Contributed Receivables")) and the other Purchased Assets shall be sold, absolutely assigned, transferred and conveyed to Purchaser by the sale, absolute assignment, transfer and conveyance set forth in paragraph (a) above without any further action by Originator or Purchaser; all Contributed Receivables Assets and (other than the Purchased Receivables Assets. The Buyer Initial Contributed Receivables) shall be obligated contributed to pay Purchaser on the Purchase Price for each Receivable purchased from each date they are created without further action by Originator hereunder in accordance with Section 1.2or Purchaser. (bd) On The parties to this Agreement intend that the Monthly Reporting Datetransactions contemplated hereby shall be, the Originators and shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such reportbe treated as, a “Purchase Report”) with respect to the Receivables sold and/or contributed purchase by the Originators to the Buyer during such Calculation Period. (c) It is the intention Purchaser and a sale by Originator of the parties hereto that each transfer Purchased Assets (or, in the case of Contributed Receivables, as a contribution by Originator to Purchaser) and not as a lending transaction. All sales and contributions of Receivables by Originator hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and Collections. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made be without recourse to to, or representation or warranty of any of the Originators; providedkind (express or implied) by, howeverOriginator, that (i) each Originator shall be liable to the Buyer for all representationsexcept as otherwise specifically provided herein. The foregoing sale, warrantiesabsolute assignment, covenants transfer and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer conveyance does not constitute and is not intended to result in an a creation or assumption by the Buyer or any assignee thereof Purchaser of any obligation of the Originators Originator or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and Collections, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Date and in accordance with Section 4.1(e)(ii), xxxx its master data processing records relating to the Receivables with a legend acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Purchased Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably requestincluding, without limitation any obligation to any Obligor.

Purchase and Contribution of Receivables. (a) Effective as onas of the applicable Closing Date: (i) CMC hereby contributes, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the applicable Initial Cutoff Date and thereafter arising through and including the Termination Date (August 14, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the August 15, 2014 and thereafter arising through and including the Termination Date to the extent necessary to cause the Outstanding Balance of the contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses (i) and (ii), collectively, the “Contributed Receivables”), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”); and (ii). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Subsidiary Originators hereby sells, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Subsidiary Originator, all of such Subsidiary Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentence, on the applicable Closing Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Receivable purchased from each a Subsidiaryeach Originator hereunder in accordance with Section 1.2. (b) On the Monthly Reporting Date, Date the Originators shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report, a “Purchase Report”) with respect to the Receivables sold and/or contributed by the Originators to the Buyer during such Calculation Period. (c) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and Collections. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to any of the Originators; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of the Originators or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and Collections, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Date and in accordance with Section 4.1(e)(ii), xxxx its master data processing records relating to the Receivables with a legend acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

Purchase and Contribution of Receivables. (a) Effective as of on the applicable Closing Date: (i) CMC hereby contributes, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the applicable Initial Cutoff Date and thereafter arising through and including August 14, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s right, title and interest in and to all of CMC’s Receivables existing as of the close of business on the August 15, 2014 and thereafter arising through and including the Termination Date to the extent necessary to cause the Outstanding Balance of the contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses (i) and (ii), collectively, the “Contributed Receivables”), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 ; and (in the case of CMCii) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator), in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Subsidiary Originators hereby sells, assigns, transfers transfers, sets-over and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Subsidiary Originator, all of such Subsidiary Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentence, on the applicable Closing Date the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Receivable purchased from each a Subsidiary Originator hereunder in accordance with Section 1.2. (b) On the Monthly Reporting Date, Date the Originators shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report, a “Purchase Report”) with respect to the Receivables sold and/or contributed by the Originators to the Buyer during such Calculation Period. (c) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and Collections. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to any of the Originators; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of the Originators or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and Collections, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Date and in accordance with Section 4.1(e)(ii), xxxx its master data processing records relating to the Receivables with a legend acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

Purchase and Contribution of Receivables. (a) Effective as of the applicable Closing Date: (i) CMC , Colors hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC Colors (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s (i) Colors’ right, title and interest in and to all certain of CMC’s Colors’ Receivables existing as of the close of business on the applicable Initial Cutoff Date and thereafter arising through and including August 14having an aggregate Outstanding Balance greater than or equal to the Required Capital Amount, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMC’s Colors’ right, title and interest in and to all of CMC’s Colors’ Receivables existing as of arising after the close of business on the August 15, 2014 and thereafter arising Initial Cutoff Date through and including the Termination Date to the extent necessary to cause the Outstanding Balance of the all Receivables contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses under clause (i) and or this clause (ii), ) (collectively, the “Contributed Receivables”)) to be equal to or exceed the Required Contributed Amount, together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator)Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentencetwo sentences, on the applicable Closing Date Date, the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Purchased Receivable purchased from each Originator hereunder in accordance with Section 1.2. (b) On the Monthly Reporting Date, the Originators shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report, a “Purchase Report”) with respect to the Receivables sold and/or contributed by the Originators to the Buyer during such Calculation Period. (c) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and CollectionsAssets. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to any of the OriginatorsOriginators for losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of the Originators or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and CollectionsAssets, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Date and in accordance with Section 4.1(e)(ii), xxxx either (A) include a notation in its master data processing records relating to the Receivables with a legend acceptable to indicate that the Sold Receivables and the Contributed Receivables are “SOLD RECEIVABLES,” or (B) xxxx or program its customer master table so that all reports printed therefrom relating to the Buyer and to Receivables will contain “SOLD RECEIVABLES” in the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing title of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably requestreport.

Purchase and Contribution of Receivables. (a) Effective as of the applicable Closing Effective Date: (i) CMC , KapStone Kraft hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC KapStone Kraft (except to the extent expressly provided herein), and the Buyer hereby accepts, all of CMCKapStone Kraft’s right, title and interest in and to all of CMCKapStone Kraft’s Receivables existing as of the close of business on the applicable Initial Cutoff Date and thereafter arising through and including August 14, 2014; and (ii) CMC hereby contributes, assigns, transfers and otherwise conveys to the Buyer’s capital, without recourse to CMC (except to the extent expressly provided herein)Date, and the Buyer hereby accepts, all of CMCKapStone Kraft’s right, title and interest in and to all of CMCKapStone Kraft’s Receivables existing as of or arising after the close of business on the August 15, 2014 and thereafter arising Initial Cutoff Date through and including the Termination Date Date, in each case, to the extent necessary to cause the Outstanding Balance of the contributed Receivables to be equal to the Required Contributed Amount (the Receivables described in clauses (i) and (ii), collectively, the “Contributed Receivables”), together with all Related Security and Collections associated therewith (collectively, the “Contributed Receivables Assets”). Effective as of August 15, 2014 (in the case of CMC) and effective as of the applicable Closing Date (in the case of each Subsidiary Originator)Effective Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereby purchases from each Originator, all of such Originators’ right, title and interest in and to all Receivables (other than Contributed Receivables) existing as of the close of business on the applicable Initial Cutoff Date and all Receivables (other than Contributed Receivables) thereafter arising through and including the Termination Date (collectively, the “Purchased Receivables”), together, in each case, with all Related Security relating thereto and all Collections thereof (collectively, the “Purchased Receivables Assets”, together with the Contributed Receivables Assets, the “Receivables Assets”). In accordance with the preceding sentencetwo sentences, on the applicable Closing Date Effective Date, the Buyer shall acquire all of the Originators’ right, title and interest in and to the Contributed Receivables Assets and the Purchased Receivables Assets. The Buyer shall be obligated to pay the Purchase Price for each Receivable purchased from each any Originator hereunder in accordance with Section 1.2. (b) On the each Monthly Reporting Date, Date the Originators shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI IV hereto (each such report, a “Purchase Report”) with respect to the Receivables sold and/or contributed by the Originators to the Buyer during such the Calculation PeriodPeriod then most recently ended. (c) It is the intention of the parties hereto that each transfer of Receivables hereunder shall constitute a true sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides the Buyer with the full benefits of ownership of the Receivables and the associated Related Security and CollectionsAssets. Except for the Purchase Price Credits owed pursuant to Section 1.3, each transfer of Receivables Assets hereunder is made without recourse to any of the OriginatorsOriginators for losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy, lack of creditworthiness or other financial or credit condition of the related Obligor resulting in the inability to pay in respect of an Obligor; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and indemnities made by it pursuant to the terms of the Transaction Documents to which it is a party, and (ii) such transfer does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of the Originators or any other Person arising in connection with the Receivables Assets or any other obligations of the Originators. In view of the intention of the parties hereto that each purchase and contribution shall constitute a true sale and/or true contribution of Receivables and the associated Related Security and CollectionsAssets, rather than a loan secured thereby, each Originator agrees that it will, on or prior to the applicable Closing Effective Date and in accordance with Section 4.1(e)(ii), xxxx either (A) include a notation in its master data processing records relating to the Receivables with a legend acceptable to indicate that the Sold Receivables and the Contributed Receivables are “SOLD RECEIVABLES,” or (B) xxxx or program its customer master table so that all reports printed therefrom relating to the Buyer and to Receivables will contain “SOLD RECEIVABLES” in the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely sold or contributed to the Buyer. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each Originator will execute (if required) and file or authorize the filing title of such financing statements, continuation statements, and amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables Assets, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably requestreport.