Common use of Purchase of Receivables Clause in Contracts

Purchase of Receivables. (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon The Seller hereby sells, assigns, transfers and conveys to the Purchaser on the Closing Date, on the terms and subject to the conditions hereofspecifically set forth herein, Buyer hereby agrees to purchase, and Originator hereby agrees to sellbut without recourse except as provided herein, all of Originatorits right, title and interest, in (i) each Contract listed on the Receivables Schedule on the Closing Date, (ii) all Receivables related thereto and all Collections received thereon after the applicable Purchase Date, (iii) all Related Security, (iv) all products of the foregoing, (v) all Recoveries relating thereto, and (vi) all proceeds of the foregoing (items specified in clauses (ii) through (vi), collectively the “Related Rights”). (b) On each Purchase Date occurring after the Closing Date, all of the Seller’s right, title and interest in, to and under the Contracts identified on the Funding Request for such Purchase Date and the Related Rights shall be sold, assigned, transferred and conveyed to the Purchaser, without the need for any further action by the parties hereto, on the terms and subject to the conditions specifically set forth herein, but without recourse except as provided herein. In connection with each sale hereunder occurring after the Closing Date, the Seller shall deliver to the Purchaser and the Servicer, on the applicable Purchase Date (or if such Purchase Date is not a Business Day, on the immediately following Business Day), a Funding Request which shall include a list of all Contracts sold on such Purchase Date. (c) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a sale by the Seller of the Receivables, as applicable, and not as a lending transaction. All sales of Receivables by the Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein. (d) Notwithstanding Section 2.1(a) above or any other provision of this Agreement, the Purchaser hereby advises the Seller that the Purchaser is acquiring, through the ECL Master Trust, only the beneficial interest in any Contracts and Related Rights sold pursuant to this Agreement and not the legal title to any such Contracts or Related Rights. Accordingly, the Purchaser hereby authorizes and instructs the Seller to transfer legal title to all such Contracts and Related Rights to the Owner Trustee, not in its individual capacity but solely in its capacity as owner trustee for the ECL Master Trust, and to record in its records the Owner Trustee as the holder of such legal title. The Purchaser hereby further advises the Seller that the Purchaser intends to transfer to one or more of the Xxxxxxxxx Investors, immediately or promptly after the Purchaser’s acquisition thereof, the beneficial interest in all of the Receivables (Contracts and Related Rights which the Purchaser acquires pursuant to this Agreement. The Seller hereby consents to each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant the Purchaser to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestXxxxxxxxx Investor.

Purchase of Receivables. (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator Finance LLC hereby agrees to sell, all of OriginatorFinance LLC’s right, title and interest in and to all of the its Receivables (each such transaction, a “Purchase”). On the date of Finance LLC’s initial purchase of Receivables from Originator pursuant to the initial First Tier Sale Agreement (the “Initial Purchase from OriginatorDate”), Buyer shall purchase, and Originator Finance LLC shall sell, transfer and convey, all of OriginatorFinance LLC’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator Finance LLC shall sell, transfer and convey, all of OriginatorFinance LLC’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of OriginatorFinance LLC, and Originator Finance LLC shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; Finance LLC; provided that (i) Originator Finance LLC shall be liable to Buyer for all representations, warranties and covenants made by Originator Finance LLC pursuant to the terms of the Transaction Documents to which Originator Finance LLC is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator Finance LLC or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of OriginatorFinance LLC. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator Finance LLC agrees, on or prior to the Initial Cutoff Purchase Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator Finance LLC will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer hereby agrees on a non-serviced basis, without recourse (except to purchasethe extent expressly provided herein) and without regard to collectibility, and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables which are existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the date of the initial Purchase from Originator, Buyer shall purchase, hereof and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to (ii) all Receivables then outstandingthereafter arising through and including December 9, together 2010, together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention express intent of the parties hereto that each the Purchase of the Receivables made hereunder shall constitute a “an absolute sale of accounts” (as such term is used the Receivables sold under this Agreement by Originator to Buyer and the beneficial interest in Article 9 and title to the Receivables and the Related Security shall not be part of Originator’s estate in the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits event of ownership of the Receivablesany bankruptcy or insolvency proceeding by or against Originator under any bankruptcy or insolvency law. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, Receivables and/or the Related Security or any other obligations of Originator. In view of the intention of the parties hereto Originator agrees that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agreesit will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation financing change statements, certificates of registration or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, (a) effective on the date hereof, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingoriginated by it and existing as of the close of business on the Business Day immediately prior to the date hereof, together together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until thereof and (b) from and after the Termination Datedate hereof, Buyer shall purchaseOriginator hereby agrees to sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Originator shall sell, transfer and conveyBuyer hereby agrees to purchase from Originator, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased originated by Buyer hereunderit from and after the date hereof, together together, in each case case, with all Related Security relating thereto and all Collections thereof. Prior In accordance with the preceding sentence, Buyer shall acquire all of Originator’s right, title and interest in and to making all Receivables originated by it and existing as of the initial close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof, and Buyer shall be obligated to pay the Purchase Price for each Receivable, its Related Security and Collections in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto , it being understood that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does buyer will not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising request supplemental opinions more than once every 5 years except in connection with the Receivables, the related Contracts, the Related Security a material change in applicable law or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior a material amendment to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestAgreement.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the date of hereof and (ii) all Receivables thereafter arising through and including the initial Purchase from OriginatorAmortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables then outstandingthereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of Table of Contents the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon In connection with the execution and delivery of this Agreement, Client shall sell to BofA Receivables owned by Client, and BofA shall purchase such Receivables from Client, on the terms set forth herein and on the initial Schedule A hereto (such Schedule A and each other Schedule A hereto being incorporated herein by reference). After the date hereof, Client may from time to time (x) seek the right to sell to BofA other Receivables owned by Client and (y) submit a proposed related Schedule A, in form and substance satisfactory to BofA, executed by Client. Within 5 days after the initial tender of Receivables in connection with any proposed Schedule A, BofA shall notify Client if BofA wishes to accept the proposed Schedule A and purchase any or all of such Receivables. The purchase of any such Receivables by BofA shall be made pursuant to the terms hereof. All Purchased Receivables shall be evidenced by invoices (in electronic or paper form), which invoices shall comport with the following as specified on the relevant Schedule A: (i) the tenors of the Minimum Invoice Tenor Period and Maximum Invoice Tenor Period, (ii) the Minimum Invoice Amount, and (iii) no grace period related thereto shall exceed the Past Due Grace Period. Without limiting the other terms of this Agreement, BofA's purchase of Receivables of an Approved Account Debtor shall be subject to the following conditions: (A) Client shall submit an executed Schedule A relating to such Receivables, which shall contain the relevant terms and conditions hereofwith respect thereto, Buyer hereby agrees (B) BofA shall sign such Schedule A and return it to purchaseClient, (C) the aggregate amount of such Receivables being purchased shall be equal to the relevant Required Amount, (D) the relevant Schedule A shall contain the Effective Date. All Receivables purchased by BofA shall be purchased on a non-recourse basis (other than with respect to the limited repurchase obligations provided herein). It is the express intention of the parties to this Agreement that the purchase of Receivables hereunder shall be, and Originator hereby agrees shall be construed as, a true sale of such Receivables by Client to sell, all BofA. Client acknowledges that the representations and warranties made herein (including without limitation in Section 4) are a material inducement of Originator’s right, title and interest in and to all BofA's purchase of the Receivables to be purchased hereunder. On or prior to the date hereof, Client shall have furnished to BofA such authorizing corporate resolutions, corporate organizational documents and legal opinions (covering, at a minimum, (x) due authorization, execution and delivery, (y) enforceability and perfection and (z) true sale) as BofA may request. (b) The parties agree as follows with respect to Receivables that are being purchased by BofA pursuant to Schedule A-1 and that BofA elects to purchase in connection with any other executed Schedule A submitted by Client to BofA: (1) The purchase price (the "Purchase Price") for each Receivable purchased shall be the percentage of the face value thereof as set forth on the relevant Schedule A with respect to such Receivable. (2) The parties shall consummate Client's sale of the subject Receivables as promptly as practicable after BofA's election to purchase such Receivables. The parties shall take the following actions to effect each such transactionpurchase and sale: (i) On each Effective Date, BofA shall pay Client an amount equal to the aggregate Purchase Price for the Receivables to be purchased on such date, which shall be wired to the following account: Bank: Mellon Bank N.A.; ABA: 000000000; Acct. No.: 020-8830; For: Applied Materials, Inc.. (ii) With respect to all Remittances of cash required to be paid over to BofA pursuant to Section 1(b)(4), Client shall make such payment in the form of a wire transfer to the following account: Bank: Bank of America, N.A., New York, NY; ABA: 026 009 593; Account No.: 6550-219386; For: Rate Derivative Settlements - Attn: Xxxxx Xxxxxx. (iii) Client shall execute and deliver to BofA an assignment of or schedule of accounts with respect to (or both) each Receivable to be purchased in such form as BofA may require. In addition, Client shall deliver to BofA with respect to the Receivables to be purchased: (aa) if requested by BofA, a “Purchase”). On the date copy of the initial Purchase from Originatorpurchase order signed by the applicable Account Debtor; (bb) if requested by BofA, Buyer shall purchase, a valid invoice in the form currently used by Client with regard to the subject Receivables with evidence of shipment of goods in accordance with any applicable purchase order; and Originator shall sell, transfer (cc) such other documents and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents certificates as Buyer BofA may reasonably request. (b3) It From and after Client's sale and BofA's purchase of any Receivable, BofA shall (i) have exclusive control and shall be entitled to collect and receive all amounts payable under the Purchased Receivable and (ii) have a first claim to any rights under a policy of insurance relating to the Purchased Receivable. BofA shall from and after such time be vested with all of Client's rights in the Purchased Receivable including without limitation: (i) Client's right of replevin and reclamation with respect to the merchandise underlying the Purchased Receivable; and (ii) subject only to the rights assigned to Servicer under Section 6, Client's right to extend the time for payment under, or make any compromise, adjustment or modification with respect to, the Purchased Receivable. Without limiting the foregoing, Client hereby assigns to BofA all rights of Client under each Contract underlying a Purchased Receivable relating to the collectibility of payments thereunder, security interests and other liens created in connection therewith and the enforcement thereof, but BofA does not and shall not thereby assume any obligations of Client under any such Contract. Notwithstanding the foregoing, (i) Client shall perform all of its obligations (if any) pursuant to any contract or agreement relating to any Purchased Receivables to the same extent as if such Purchased Receivables had not been transferred hereunder (and the exercise by BofA of its rights hereunder shall not relieve Client from such obligations), (ii) Client shall pay when due any taxes payable by Client under applicable law, including any sales taxes payable in connection with Purchased Receivables and their creation and satisfaction, and (iii) BofA shall not have any obligation or liability with respect to any Purchased Receivable or any security or document or agreement related thereto, nor shall BofA be obligated to perform any of the obligations of Client or any Account Debtor under any of the foregoing. (4) All amounts received by Client with respect to Purchased Receivables shall be tracked (separately from amounts received by Client on Receivables of the same Account Debtor that do not constitute Purchased Receivables) and held in trust by Client for BofA, and Client (or Servicer, if different from Client) will deliver to BofA all amounts received with respect to Purchased Receivables (collectively, "Remittances"). BofA assumes no responsibility in the acceptance of checks or other forms of exchange in payment of the Purchased Receivables. Irrespective of whether or not a Termination Date has occurred, Client and/or Servicer will use commercially reasonable efforts to remit promptly to BofA all Remittances received on, or on account of, Purchased Receivables, but in no event later than 10 days after receipt. (5) BofA shall not be obligated to purchase any Receivable hereunder unless and until: (i) BofA accepts the Receivable for sale in accordance with the terms hereof; and (ii) all other terms and conditions set forth herein with respect to such purchase shall have been satisfied. BofA's purchase of any Receivable or Receivables on one occasion shall not obligate BofA to purchase any other Receivable on any future occasion. (6) All invoices relating to the Receivables to be purchased shall be in a form substantially similar to the form of invoice with respect to such Receivables initially reviewed and approved by BofA prior to the relevant Effective Date (or in such other form as BofA may from time to time approve). (7) If an Approved Account Debtor, after receiving and accepting goods or services rendered (subject to all representations and warranties herein), has failed to pay a Purchased Receivable solely because of such Account Debtor's Financial Inability To Pay, BofA shall bear any loss thereon. If nonpayment is due to any other reason, however, each affected Purchased Receivable shall be subject to repurchase as provided in Section 9(a). Specifically, a Receivable shall be required to be repurchased by Client (i) if nonpayment is because of the assertion of any claim or dispute by an Account Debtor based on or arising out of its commercial dealings or transactions with Client, including without limitation, disputes, denial of a claim, lack of adequate delivery, quantity, quality, or other deficiency relating to the goods and services, or the exercise of any counterclaim or offset (whether or not such claim, dispute, counterclaim or offset relates to the specific Purchased Receivable), which claim, dispute, counterclaim or offset has resulted or in Client's good faith opinion is reasonably likely to result in a reduction of the amount receivable in respect of such Purchased Receivable, or (ii) if any representation or warranty made by Client to BofA with respect to such Purchased Receivable has been breached. (c) The sale or other transfer or conveyance of Purchased Receivables do not create, nor are they intended to create, an assumption by BofA of any of Client's obligations in connection with such Receivables or any agreement or instrument relating thereto, including, without limitation, any obligation to any Account Debtor. Notwithstanding the foregoing, it is the further intention of the parties hereto to this Agreement that, if a court of competent jurisdiction were to determine that each Purchase such transfer of Purchased Receivables made hereunder is not a sale, such transfer shall constitute be deemed a “sale grant of accounts” a first priority security interest in such Purchased Receivables to secure a debt (as such term is used in Article 9 Client's return to BofA of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (ipaid by BofA for the Purchased Receivables) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other Client's obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in BofA under this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestAgreement.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Initial Cutoff Date applicable to such Originator and all Receivables thereafter originated by such Originator through and including the applicable Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, Buyer shall acquire all of such Originator’s right, title and interest in and to all Receivables existing as of the Initial Cutoff Date applicable to such Originator and thereafter arising through and including the applicable Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.3. (b) On the 25th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter), each Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer (or the Administrative Agent, as Buyer’s assignee) may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables from each Originator made hereunder under the 2000 Agreement, 2005 Agreement, 2008 Agreement, 2011 Agreement, the 2014 Agreement or hereunder, as applicable, shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed by such Originator pursuant to Section 1.31.4, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the such Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases sale of Receivables made by each Originator hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it has marked (or will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx) its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. No purchase shall be made hereunder except as follows: (a) Upon Prior to 12:00 noon New York time at least four (4) Business Days prior to a Settlement Date on which the terms Company wishes the Banks to purchase Receivables, the Administrative Agent shall have received a Purchase Request and subject to the conditions hereof, Buyer hereby agrees to a Portfolio Report in connection with such purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of which the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer Administrative Agent shall purchasepromptly, and Originator shall sellif received by 12:00 noon on the day of receipt thereof from the Company, transfer and conveyby no later than 2:00 pm on such date, all of Originator’s right, title and interest in and transmit to all Receivables then outstandingeach Bank, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until an estimate prepared by the Termination Administrative Agent of the Purchase Price for the applicable Receivables to be sold on such Settlement Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all the Pro Rata Share of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestBank. (b) It is Except with respect to any Committed Purchase, no later than 10:00 a.m. New York time on the intention third Business Day prior to such Settlement Date, each Bank will notify the Administrative Agent of whether it has agreed, in its sole discretion, to purchase the parties hereto Receivables set forth in the applicable Purchase Request on the next Settlement Date; provided that each Purchase of Receivables made hereunder shall constitute if any Bank (a “sale Non-Purchasing Bank”) notifies the Administrative Agent in accordance with the foregoing that such Bank will not purchase its share of accounts” such Receivables (as provided that any such term is used notice shall apply to all Receivables set forth in Article 9 of the UCCapplicable Purchase Request, and no Bank shall have the right to purchase only certain individual Receivables subject to the same Purchase Request), which sales are absolute the Administrative Agent shall promptly notify each other Bank of such Non-Purchasing Bank’s decision, and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that other Bank (i) Originator shall be liable have the right, but not the obligation, in its sole discretion, to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms purchase a pro rata share of the Transaction Documents to which Originator is a partysuch Non-Purchasing Bank’s share of such Receivables, and (ii) shall notify the Administrative Agent of whether it will make such sale does not constitute and is not intended purchase no later than 11:00 a.m. New York time on the third Business Day prior to result in an assumption by Buyer or such Settlement Date; provided further, (x) if any assignee thereof Bank fails to promptly notify the Administrative Agent of its decision to purchase any obligation of Originator or any other Person arising in connection with Receivable after the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view receipt of the intention applicable Purchase Request, then such Bank shall be deemed to be a Non-Purchasing Bank with respect to such Receivable, and (y) if any Bank fails to promptly notify the Administrative Agent of the parties hereto that the Purchases its decision to purchase any Receivable after receipt of Receivables made hereunder notice of a Non-Purchasing Bank’s decision, such Bank shall constitute sales be deemed to have decided to not purchase its pro rata share of such Receivables rather than loans secured therebyReceivable; provided further, Originator agreesfor the avoidance of doubt, on or prior this Section 4.1(b) shall not apply to the Initial Cutoff Date and any repurchase of a Receivable by a Bank required in accordance with Section 4.1(f)(ii4.5(e). (c) No later than 12:00 noon New York time three (3) Business Days prior to the Settlement Date, the Administrative Agent will notify the Company of the Banks that will purchase the applicable Receivables on such Settlement Date, and if, in accordance with Section 4.1(b), to mxxx its master data processing records relating the aggregate amount of such Receivables is less than the Receivables set forth in the applicable Purchase Request, then the notice by the Administrative Agent to the Company shall set forth the applicable Receivables with a legend acceptable subject to Buyer and such Purchase Request that such Banks are willing to purchase, which Receivables shall be determined by the Administrative Agent in its reasonable discretion. (d) No later than 12:00 noon New York time two (2) Business Days prior to the Program Settlement Date, the Administrative Agent shall calculate the Purchase Price for the applicable Receivables to be sold on such Settlement Date and promptly send such calculation to the Company and each of the Banks, together with the Pro Rata Share of each of such Bank (as Buyer’s assigneegiving effect to Section 4.1(b) and Section 4.5(e), evidencing as applicable). (e) The aggregate of the Funded Amount of the Receivables referred to in the Portfolio Report (after giving effect to such purchase) as of the applicable Settlement Date will not exceed (i) the Agreement Amount or (ii) with respect to an Approved Debtor, the Debtor Sublimit. No Bank’s Pro Rata Share of the aggregate of the Funded Amount of the Receivables referred to in the Portfolio Report (after giving effect to such purchase) as of the applicable Settlement Date will exceed such Bank’s Stated Amount. (f) The Invoices referred to in the Portfolio Report each shall have a date certain for payment which is no more than 120 days from the earlier of (i) the date of sale or (ii) dispatch of the goods by the Company, and are denominated in Dollars. (g) As of such Settlement Date, the representations and warranties made by the Company in Section 10 of this Agreement are true and correct in all material respects (except for those representations and warranties that Buyer has purchased are conditioned by materiality, which shall be true and correct in all respects) and no Termination Event shall have occurred. (h) As of such Settlement Date, solely with respect to any Committed Purchase, such Receivables as provided in this Agreement and shall be required to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections purchased only with respect theretoto Approved Debtors with public debt ratings equal to or exceeding BBB- and Baa3 by Standard & Poor’s Ratings Services and Xxxxx’x Investor Service, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestrespectively.

Purchase of Receivables. (a) Upon On the terms and subject to the conditions hereofset forth herein, each of the Originators hereby sells, assigns, transfers, sets-over and otherwise conveys to Buyer on the applicable Commencement Date, without recourse (except to the extent expressly provided herein), and Buyer hereby agrees to purchase, and Originator hereby agrees to sellpurchases from each of the Originators on the applicable Commencement Date, all of each Originator’s right, title and interest in interest, in, to and under such Originator’s Initial Purchased Assets. (b) Prior to all the commencement of each Calculation Period, each Originator shall prepare and deliver to Buyer a report (each, an “Estimated Sales Report”) setting forth its good faith estimate of the Receivables (each such transaction, a “Purchase”). On the date aggregate Outstanding Balance of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingthat, together with all Related Security and Collections relating thereto thereto, are anticipated to be sold and all Collections thereof. transferred to Buyer by such Originator on each day of such Calculation Period. (c) On each Business Day thereafter Purchase Date until and including the applicable Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereundereach Receivable (other than any Excluded Receivable), together in each case with all Related Security and Collections relating thereto existing at the opening of the applicable Originator’s business on such Purchase Date, shall be hereby be, and all Collections thereofbe deemed to have been, sold, assigned, transferred, set-over and otherwise conveyed to Buyer, and purchased by Buyer (and without further action by any Person). (d) On the eighteenth (18th) Business Day following the end of the fiscal month in which the applicable Commencement Date occurs, and on the eighteenth (18th) Business Day following the end of each fiscal month thereafter, each Originator shall (or shall cause Smithfield, as Servicer, under the Credit and Security Agreement to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the actual aggregate Outstanding Balance of the Receivables sold by such Originator to Buyer during the Calculation Period then most recently ended. Prior to making In addition to, and not in limitation of, the initial foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer or the Administrative Agent may reasonably request. (be) It is the intention of the parties hereto that each Purchase the purchase of Receivables made hereunder from each Originator pursuant to this Section 1.2 shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the such Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed by such Originator pursuant to Section 1.31.4, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the such Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases sale of Receivables made hereunder by each Originator pursuant to this Section 1.2 shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it has marked (or will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx) its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee)Administrative Agent, evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee)Administrative Agent, each Originator will execute and file such financing or continuation statements, or amendments thereto thereto, financing change statements or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables purchased by Buyer pursuant to this Section 1.2 and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the date of hereof and (ii) all Receivables thereafter arising through and including the initial Purchase from OriginatorTermination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to (i) all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. Effective as of the Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, each of the Transferors do hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, subject to the obligations herein (collectively the "Initial Purchased Assets"): (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On identified on the date Schedule of Receivables delivered on the initial Purchase from Originator, Buyer shall purchaseClosing Date, and Originator shall sell, transfer and convey, all of Originator’s moneys received thereon after the Initial Cutoff Date; (b) right, title and interest in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest in the Financed Vehicles and any other property that shall secure the Receivables; (c) interest in any proceeds with respect to all the Receivables then outstandingfrom claims on any Insurance Policies covering Financed Vehicles or the obligors; (d) rebates of premiums relating to Insurance Policies and rebates of other items such as extended warranties financed under the Receivables, together in each case, to the extent Servicer would, in accordance with all Related Security its customary practices, apply such amounts to the Principal Balance of the related Receivable; (e) interest in any proceeds from (A) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (B) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (C) any Dealer Recourse or other rights relating thereto and all Collections thereof. On each Business Day thereafter until to the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s Receivables under Dealer Agreements; (f) right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports any instrument or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records document relating to the Receivables with a legend acceptable to Buyer Receivables; and (g) the proceeds of any and to all of the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestforegoing.

Purchase of Receivables. (a) Each of the parties hereto acknowledges and ratifies the prior sales and purchases under the Existing RSA of the Receivables, Related Security relating thereto and Collections thereof existing on June 27, 2001 (the “Initial Cutoff Date”) and thereafter arising from time to time through the Amendment Date, and agrees that the parties’ continuing rights and obligations with respect to such Receivables shall be governed by the terms of this Agreement. Upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase purchase from Originator, Buyer shall purchasein each case to the extent not previously sold, assigned, transferred, set-over and Originator shall sell, transfer and conveyotherwise conveyed under the Existing RSA, all of Originator’s right, title and interest in and to all Receivables then outstandingexisting on the Business Day immediately preceding the Amendment Date (the “Amendment Cutoff Date”) and all Receivables thereafter arising through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until In accordance with the Termination preceding sentence, on the Amendment Date, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting on the Amendment Cutoff Date and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto and all Collections thereof, in each case, to the extent not previously acquired under the Existing RSA. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer (and its assigns) for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it has, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx will continue to, identify in its master data processing records relating to the Receivables with general ledger a legend legend, reasonably acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments instruments, documents or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.and

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. Originator shall not have any right to modify or alter the terms of any sale of the Receivables hereunder to Buyer or to substitute or add any Receivable after such sale. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “"sale of accounts” " (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing records relating relaxxxx to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price paid to each Originator upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchasethe Buyer, without recourse (except to the extent expressly provided herein), and the Buyer does hereby purchase from such Originator hereby agrees to sellall Receivables originated on and after December 1, 2012 by such Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto. In accordance with the preceding sentence, the Buyer shall acquire all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingarising on and after the date hereof through and including the Termination Date, together with all of such Originator’s rights in and to all Related Security relating thereto thereto. The Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.2. From and all Collections thereof. On each Business Day thereafter until after the Termination Date, the Buyer shall purchasenot be obligated to purchase Receivables from any Originator. (b) On each Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit IV hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by such Originator to the Buyer during the Calculation Period most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as the Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides the Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to the Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx make appropriate notation in its master data processing records computer files relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), properly evidencing that the Buyer has Table of Contents purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Program Administrative Agent (as the Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as the Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Seller hereby agrees sells, assigns, transfers, sets over and otherwise conveys to purchaseFinance Subsidiary, without recourse (except to the extent expressly provided herein), and Originator Finance Subsidiary does hereby agrees to sellpurchase from each Seller, all of Originator’s each such Seller's right, title and interest in and to all of such Seller's Receivables existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the date of the initial Purchase from Originator, Buyer shall purchase, hereof and Originator shall sell, transfer and convey, all of Originator’s such Seller's Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Finance Subsidiary shall acquire all of each Seller's right, title and interest in and to all of such Seller's Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until ; provided, that, Finance Subsidiary shall be obligated to pay the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest Purchase Price therefor in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case accordance with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestSection 1.2. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “"sale of accounts” " (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide Buyer provides Finance Subsidiary with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided any Seller; provided, however, that (i) Originator each Seller shall be liable to Buyer Finance Subsidiary for all representations, warranties and covenants made by Originator such Seller pursuant to the terms of the Transaction Documents to which Originator is a partyhereto, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer Finance Subsidiary or any assignee thereof of any obligation of Originator any Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originatorany Seller. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreeseach of the Sellers will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), (i) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to mxxx its master data processing records relating Finance Subsidiary pursuant to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to (ii) note in its financial statements accounting records that the Receivables have been sold to BuyerFinance Subsidiary. Upon the request of Buyer Finance Subsidiary or the Program Agent (as Buyer’s Finance Subsidiary's assignee), Originator each Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s Finance Subsidiary's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer Finance Subsidiary or the Program Agent (as Buyer’s Finance Subsidiary's assignee) may reasonably request.

Purchase of Receivables. (a) Upon The Seller hereby sells, assigns, transfers and conveys to the Purchaser on the Closing Date, on the terms and subject to the conditions hereofspecifically set forth herein, Buyer hereby agrees to purchase, and Originator hereby agrees to sellbut without recourse except as provided herein, all of Originatorits right, title and interest, in (i) each Contract listed on the Receivables Schedule on the Closing Date, (ii) all Receivables related thereto and all Collections received thereon after the applicable Purchase Date, (iii) all Related Security, (iv) all products of the foregoing, (v) all Recoveries relating thereto, and (vi) all proceeds of the foregoing (items specified in clauses (ii) through (vi), collectively the “Related Rights”). Table of Contents (b) On each Purchase Date occurring after the Closing Date, all of the Seller’s right, title and interest in, to and under the Contracts identified on the Funding Request for such Purchase Date and the Related Rights shall be sold, assigned, transferred and conveyed to the Purchaser, without the need for any further action by the parties hereto, on the terms and subject to the conditions specifically set forth herein, but without recourse except as provided herein. In connection with each sale hereunder occurring after the Closing Date, the Seller shall deliver to the Purchaser and the Servicer, on the applicable Purchase Date (or if such Purchase Date is not a Business Day, on the immediately following Business Day), a Funding Request which shall include a list of all Contracts sold on such Purchase Date. (c) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a sale by the Seller of the Receivables, as applicable, and not as a lending transaction. All sales of Receivables by the Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein. (d) Notwithstanding Section 2.1(a) above or any other provision of this Agreement, the Purchaser hereby advises the Seller that the Purchaser is acquiring, through the ECL Master Trust, only the beneficial interest in any Contracts and Related Rights sold pursuant to this Agreement and not the legal title to any such Contracts or Related Rights. Accordingly, the Purchaser hereby authorizes and instructs the Seller to transfer legal title to all such Contracts and Related Rights to the Owner Trustee, not in its individual capacity but solely in its capacity as owner trustee for the ECL Master Trust, and to record in its records the Owner Trustee as the holder of such legal title. The Purchaser hereby further advises the Seller that the Purchaser intends to transfer to one or more of the [***] Investors, immediately or promptly after the Purchaser’s acquisition thereof, the beneficial interest in all of the Receivables (Contracts and Related Rights which the Purchaser acquires pursuant to this Agreement. The Seller hereby consents to each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant the Purchaser to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request[***] Investor.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with payment of Originator’s right, title and interest in and to all the Purchase Price for any ----------- Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided ----------- Originator; provided, however, that (i) Originator shall be liable to Buyer -------- ------- for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the ------------------ Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the Closing Date, in consideration for the Purchase Price to be paid to the Seller and upon the terms and subject to the conditions hereofset forth herein, Buyer the Seller does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchasethe Buyer, and Originator the Buyer does hereby agrees to sellpurchase from the Seller, all of Originatorthe Seller’s right, title and interest in and to the Receivables, together, in each case, with all Related Security relating thereto. In accordance with the preceding sentence, on the Closing Date, the Buyer shall acquire all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorSeller’s right, title and interest in and to all Receivables then outstandingthe Receivables, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until of the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorSeller’s right, title and interest rights in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereofthereto. Prior The Buyer shall be obligated to making pay the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestPrice for the Receivables purchased hereunder from the Seller in accordance with Section 1.2. (b) On each Monthly Reporting Date, the Buyer shall submit a report to Seller which reflects the details of the Collections received since the Closing Date. (c) It is the intention of the parties hereto that each the Purchase of Receivables from Seller made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides the Buyer with the full benefits of ownership of the ReceivablesReceivables originated by the Seller. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each The sale of Receivables hereunder by the Seller is made without with recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a partySeller as described herein, and (ii) such this sale does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of Originator the Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and /or other Related Security or any other obligations of Originatorthe Seller. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesthe Seller agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1 (e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), properly evidencing that the Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to the Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator the Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s ownership interest in the Receivables originated by such Seller and the Related Security and Collections with respect thereto, or as the Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon the terms and subject to the conditions hereofof this Agreement, Buyer from time to time, RAC may request that BHR purchase from RAC any receivables due to RAC by the Company under the Construction Agreement ("Receivables") if such Receivables are past due for more than ten (10) days per the terms of the Construction Agreement. A request in the form of Exhibit "1" (a "Request") shall be sufficient for all purposes. Upon such a request BHR shall, upon the terms and subject to the conditions of Agreement, purchase the receivables covered by such request from RAC; provided, however, that no purchase shall be required by BHR if, after giving effect thereto, the aggregate amount of purchased Receivables would exceed $40 million. The Company agrees that any Receivables that are not paid after the purchase of such Receivables by BHR shall continue to accrue interest at a rate of twelve percent (12%) per annum in accordance with the terms and conditions of the Construction Agreement. (b) Effective on the date of any purchase (a "Purchase") by BHR of Receivables from RAC, in consideration for the Purchase Price (as defined below) and upon the terms and subject to the conditions set forth herein, RAC does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBHR, and Originator BHR does hereby agrees purchase from RAC, on the terms and subject to sellthe conditions set forth herein, all of Originator’s RAC's right, title and interest in and to all of the Receivables requested by RAC to be purchased by BHR which are actually purchased by BHR (each such transaction, a “Purchase”the "Requested Receivables"). On the date of the initial Purchase from Originatorany Purchase, Buyer BHR shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s RAC's right, title and interest in and to all the Requested Receivables then outstanding, together on such date. In connection with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all consummation of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial any Purchase hereunder, Buyer may request RAC shall deliver to BHR (i) a written confirmation from the Company that the Purchase Price of Originator, the Requested Receivables is true and Originator shall deliver, correct and that such approvals, opinions, Requested Receivables have arisen in connection with services performed by RAC in accordance with the Construction Agreement and (ii) such other information, reports or documents related to the Receivables as Buyer BHR may reasonably request. (b) It is . A written confirmation in the intention form of Exhibit "2" shall be sufficient for all purposes. As used herein, "Purchase Price" means, with respect to any Purchase on any date, the balance of the parties hereto that each Purchase Receivables being purchased as reflected on the books and records of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used RAC and confirmed in Article 9 of writing to BHR by the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestCompany.

Purchase of Receivables. (a) Upon Effective on the Closing Date, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on its Initial Cutoff Date (other than, in the case of U.S. Xpress, the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date (other than, in the case of U.S. Xpress, the Additional Contributed Receivables), together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the Closing Date, Buyer shall acquire all of such Originator's right, title and interest in and to all Receivables existing as of the close of business on its Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchasebe obligated to pay the Purchase Price for the Receivables purchased from each Originator hereunder in accordance with Section 1.3. (b) At least two (2) Business Days prior to each Distribution Date (each, a "Reporting Date"), each Originator shall (or shall require the Servicers to) deliver to Buyer a report in substantially the form of Exhibit V hereto (each such report being herein called a "Purchase Report") with respect to the Receivables sold or, as applicable, contributed by such Originator to Buyer during the Calculation Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase and contribution of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)or other outright transfer, which sales are sale or transfer is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each sale and contribution of Receivables hereunder is made without recourse to Originator; provided any Originator; provided, however, that (i) Originator the Originators shall be jointly and severally liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by any Originator pursuant to the terms of the Transaction Documents to which any Originator is a party, and (ii) no such sale does not shall constitute and or is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of any Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that the Purchases each Purchase and contribution of Receivables made hereunder shall constitute sales a sale or other outright transfer of such Receivables rather than loans secured thereby, Originator agreeseach of the Originators agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by such Originator with a legend acceptable to Buyer and to the Program Agent Administrator (as Buyer’s 's assignee), evidencing that Buyer has purchased acquired such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold or contributed to Buyer. Upon the request of Buyer or the Program Agent Administrator (as Buyer’s 's assignee), each Originator will execute (if required) and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent Administrator (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. Section 4.1. No purchase shall be made hereunder except as follows: (a) Upon Prior to 12:00 noon New York time at least four (4) Business Days prior to a Settlement Date on which the terms Company wishes the Banks to purchase Receivables, the Administrative Agent shall have received a Purchase Request and subject to the conditions hereof, Buyer hereby agrees to a Portfolio Report in connection with such purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of which the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer Administrative Agent shall purchasepromptly, and Originator shall sellif received by 12:00 noon on the day of receipt thereof from the Company, transfer and conveyby no later than 2:00 pm on such date, all of Originator’s right, title and interest in and transmit to all Receivables then outstandingeach Bank, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until an estimate prepared by the Termination Administrative Agent of the Purchase Price for the applicable Receivables to be sold on such Settlement Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all the Pro Rata Share of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestBank. (b) It is No later than 10:00 a.m. New York time on the intention third Business Day prior to such Settlement Date, each Bank will notify the Administrative Agent of whether it has agreed, in its sole discretion, to purchase the parties hereto that each Receivables set forth in the applicable Purchase of Receivables made hereunder shall constitute Request on the next Settlement Date; provided if any Bank (a “sale Non-Purchasing Bank”) notifies the Administrative Agent in accordance with the foregoing that such Bank will not purchase its share of accounts” such Receivables (as provided that any such term is used notice shall apply to all Receivables set forth in Article 9 of the UCCapplicable Purchase Request, and no Bank shall have the right to purchase only certain individual Receivables subject to the same Purchase Request), which sales are absolute the Administrative Agent shall promptly notify each other Bank of such Non-Purchasing Bank’s decision, and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that other Bank (i) Originator shall be liable have the right, but not the obligation, in its sole discretion, to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms purchase a pro rata share of the Transaction Documents to which Originator is a partysuch Non-Purchasing Bank’s share of such Receivables, and (ii) shall notify the Administrative Agent of whether it will make such sale does not constitute and is not intended purchase no later than 11:00 a.m. New York time on the third Business Day prior to result in an assumption by Buyer or such Settlement Date; provided further, (x) if any assignee thereof Bank fails to promptly notify the Administrative Agent of its decision to purchase any obligation of Originator or any other Person arising in connection with Receivable after the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view receipt of the intention applicable Purchase Request, then such Bank shall be deemed to be a Non-Purchasing Bank with respect to such Receivable, and (y) if any Bank fails to promptly notify the Administrative Agent of the parties hereto that the Purchases its decision to purchase any Receivable after receipt of Receivables made hereunder notice of a Non-Purchasing Bank’s decision, such Bank shall constitute sales be deemed to have decided to not purchase its pro rata share of such Receivables rather than loans secured therebyReceivable; provided further, Originator agreesfor the avoidance of doubt, on or prior this Section 4.1(b) shall not apply to the Initial Cutoff Date and any repurchase of a Receivable by a Bank required in accordance with Section 4.1(f)(ii4.5(e). (c) No later than 12:00 noon New York time three (3) Business Days prior to the Settlement Date, the Administrative Agent will notify the Company of the Banks that will purchase the applicable Receivables on such Settlement Date, and if, in accordance with Section 4.1(b), to mxxx its master data processing records relating the aggregate amount of such Receivables is less than the Receivables set forth in the applicable Purchase Request, then the notice by the Administrative Agent to the Company shall set forth the applicable Receivables with a legend acceptable subject to Buyer and such Purchase Request that such Banks are willing to purchase, which Receivables shall be determined by the Administrative Agent in its reasonable discretion. (d) No later than 12:00 noon New York time two (2) Business Days prior to the Program Settlement Date, the Administrative Agent shall calculate the Purchase Price for the applicable Receivables to be sold on such Settlement Date and promptly send such calculation to the Company and each of the Banks, together with the Pro Rata Share of each of such Bank (as Buyer’s assigneegiving effect to Section 4.1(b) and Section 4.5(e), evidencing as applicable). (e) The aggregate of the Funded Amount of the Receivables referred to in the Portfolio Report (after giving effect to such purchase) as of the applicable Settlement Date will not exceed (i) the Agreement Amount or (ii) with respect to an Approved Debtor, the Debtor Sublimit. No Bank’s Pro Rata Share of the aggregate of the Funded Amount of the Receivables referred to in the Portfolio Report (after giving effect to such purchase) as of the applicable Settlement Date will exceed such Bank’s Stated Amount. (f) The Invoices referred to in the Portfolio Report each shall have a date certain for payment which is no more than 90 days from the earlier of (i) the date of sale or (ii) dispatch of the goods by the Company, and are denominated in Dollars. (g) As of such Settlement Date, the representations and warranties made by the Company in Section 10 of this Agreement are true and correct in all material respects (except for those representations and warranties that Buyer has purchased are conditioned by materiality, which shall be true and correct in all respects) and no Termination Event shall have occurred. Section 4.2. (a) With respect to each purchase of Receivables on a Settlement Date: (i) Each Bank that is purchasing Receivables on such Settlement Date, whether in its sole discretion in accordance with Section 4.1 or as required by Section 4.5(e), shall make its Pro Rata Share of the Purchase Price thereof available to the Administrative Agent not later than 2:00 p.m. (New York City time) on such Settlement Date, by wire transfer of same day funds in Dollars, to the Payment Account; and (ii) Upon receipt of the amounts set forth in Section 4.2(a)(i), the Administrative Agent, on behalf of the purchasing Banks, shall pay the Purchase Price to the Company for the Purchased Receivables sold to such Banks on such Settlement Date, less any other amounts owing to the Administrative Agent and the Banks hereunder, by 4:00 p.m. New York time on such Settlement Date. (b) If no Bank decides, in its sole discretion, to purchase any Receivables offered by the Company in accordance with Section 3 on the terms and conditions then in effect (but subject to the requirements of Section 4.5(e)), the Banks may in their discretion propose in writing to the Company modifications to the Applicable Margin, Approved Debtors, and/or Debtor Sublimits as conditions to their consent to purchase such Receivables within one Business Day of receipt of the applicable Purchase Request; if the Company agrees to such modifications, it shall so indicate in writing within one Business Day of receipt of such proposal, whereupon the Banks may decide in their discretion to purchase the Receivables listed in the relevant Purchase Request on such modified terms in accordance with clause (a) above. (c) The Company shall be entitled, to the extent collected by the Company, to receive and retain an amount equal to Collections on the Purchased Receivables in excess of all amounts owed to the Banks as set forth in Section 4.5(d) and (e), such amount to first be applied to the delivery to the Company of any Trade Credit Amounts due to the Company, as applicable, with the remainder of such amounts to be paid to the Company as a servicing fee. Without limiting the liability and obligations of the Company hereunder, each Bank shall be entitled to offset against and deduct from such excess all amounts owing by the Company to such Bank under this Agreement and the Transaction Documents not previously distributed to such Bank. So long as the Company is acting as servicer for the Purchased Receivables, the Company will be entitled to retain such excess (less such offsets and deductions) as the Purchased Receivables are collected. Should the Administrative Agent terminate the Company’s appointment as servicer, each Bank will pay to the Company its Pro Rata Share of such excess over and above the amounts which such Bank is entitled to offset, upon collection of all amounts owing in respect of the Purchased Receivables purchased thereby. (d) The parties agree that the calculation of Agreed Base Value of Purchased Receivables includes Trade Credit Amounts which the Approved Debtors have historically been entitled to receive if certain conditions in the future are met. To the extent that such Approved Debtors are not entitled to receive any such Trade Credit Amounts, or in the event that any such Approved Debtors are entitled to receive such Trade Credit Amounts but elect not to apply the corresponding Trade Credit Amount to the reduction of any payment made on a Purchased Receivable, and the Collections with respect to such Purchased Receivable include any such corresponding Trade Credit Amount, the amount thereof shall be attributable to and paid to the Company. Section 4.3. Until the Termination Date, with the prior consent of the Banks in accordance with Section 4.1(a) if such purchase is to occur on a Settlement Date, and without consent if such purchase is to occur between two Settlement Dates, Collections may be used by the Company, as servicer, and as agent for and on account of the Banks, to purchase from the Company Receivables of Approved Debtors that meet all of the requirements contained herein applicable to the initial Purchased Receivables (“Replacement Receivables”), which Replacement Receivables shall be held for the exclusive benefit and account of the Banks to the same extent as the original Purchased Receivables and shall constitute Purchased Receivables for all purposes of the Agreement. For purposes of maintaining the perfection of the Banks’ interest in any Purchased Receivables and the proceeds thereof, each Bank hereby appoints the Company as its agent in respect of any Collections prior to such Collections being used to purchase Replacement Receivables, provided that the Company’s sole duty as such agent shall be to hold such Collections in trust for the benefit of such Bank or to purchase Replacement Receivables as aforesaid. Section 4.4. (a) The Company will instruct all Debtors under the Purchased Receivables to make all payments on account thereof to the relevant Blocked Accounts. Each Invoice shall also require that payments be made to the relevant Blocked Accounts. All Collections will be received and held in the Blocked Accounts in the name of the Administrative Agent, for the benefit of the Banks, as the owner thereof and, except as otherwise provided in this Agreement and to note Agreement, will be applied in its financial statements that the Receivables have been sold to Buyermanner set forth in (b) below. Upon The Administrative Agent may, or at the request of Buyer the Required Banks, shall, suspend or terminate all of the Program Agent (as BuyerCompany’s assignee)right, Originator will execute power and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in a Blocked Account at any time upon the Receivables occurrence and during the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestcontinuance of a Termination Event.

Purchase of Receivables. (a) Upon Effective as of the terms Closing Date and immediately prior to the transactions pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, each of the Transferors do hereby sell, transfer, assign, set over and otherwise convey to the Purchaser, without recourse, subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sellobligations herein (collectively the "Initial Purchased Assets"), all of Originator’s its right, title and interest in and to all of to: (a) the Receivables (each such transaction, a “Purchase”). On identified on the date Schedule of Receivables delivered on the initial Purchase from Originator, Buyer shall purchaseClosing Date, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until moneys received thereon after the Termination Initial Cutoff Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.; (b) It is the intention of security interests in the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made Financed Vehicles granted by Originator Obligors pursuant to the terms of the Transaction Documents to which Originator is a party, Receivables and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising interest in connection the Financed Vehicles and any other property that shall secure the Receivables; (c) any proceeds with respect to the Receivables from claims on any Insurance Policies covering Financed Vehicles or the obligors; (d) any rebates of premiums relating to Insurance Policies and any rebates of other items such as extended warranties financed under the Receivables, the related Contractsin each case, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and extent Servicer would, in accordance with Section 4.1(f)(ii)its customary practices, apply such amounts to mxxx its master data processing records the Principal Balance of the related Receivable; (e) any proceeds from (A) any Receivable repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement, (B) a default by an Obligor resulting in the repossession of the Financed Vehicle under the applicable Motor Vehicle Loan or (C) any Dealer Recourse or other rights relating to the Receivables with a legend acceptable to Buyer and under Dealer Agreements; (f) any instrument or document relating to the Program Agent Receivables; and (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement g) the proceeds of any and to note in its financial statements that all of the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestforegoing.

Purchase of Receivables. (a) Upon Effective on the Initial Sale Closing Date, in consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the Initial Sale Closing Date (the "INITIAL CUTOFF DATE") and all Receivables thereafter originated by such Originator through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereofwith respect thereto. On In accordance with the preceding sentence, on the Applicable Closing Date for each Business Day thereafter until the Termination DateOriginator, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of such Originator’s 's right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the Applicable Cutoff Date and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto and all Collections thereofwith respect thereto. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.2. (b) On the 15th Business Day of each monthly accounting period of the Parent set forth on Schedule B (commencing with the first full accounting period following its Applicable Closing Date), each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; PROVIDED, HOWEVER, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff its Applicable Closing Date and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement hereunder and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date of the First Amendment, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer hereby agrees Originator will sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator hereby agrees to sellBuyer will purchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the Initial Sale Date, Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3 . (b) On the 15th day of each month after the Initial Sale Date (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "Purchase Report" ) with respect to the Receivables sold by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables sufficient to remove the Receivables from Originator's bankruptcy estate. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4 , each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Sale Date and in accordance with Section 4.1(f)(ii)4.1(e)(ii) , to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx its marx xxs master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration of the Purchase Price and upon the terms and subject conditions contained herein, Seller hereby sells, assigns, transfers and otherwise conveys to the conditions hereofBuyer, Buyer hereby agrees to purchasewithout recourse except as specifically provided herein, and Originator Buyer does hereby agrees purchase from Seller all of Seller’s right, title and interest in the initial Receivables listed in Schedule 1(a). (b) From time to time, on each business day on which such sale takes place, Seller will sell, assign, transfer and otherwise convey and Buyer will purchase all of OriginatorSeller’s right, title and interest in and to all the additional Receivables listed on documents in the form of the Receivables (each such transaction, a “Purchase”Schedule 1(b). On the date Nothing herein shall obligate Buyer to purchase any particular receivable or any minimum amount of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestadditional Receivables. (bc) It is the intention of the parties hereto that each Purchase sale of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the ReceivablesReceivables and the associated Related Security. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each Each sale of Receivables hereunder is made without recourse to Originator; provided Seller; provided, however, that (i) Originator Seller shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator Seller pursuant to the terms of the Transaction Documents to which Originator Seller is a partyparty and breaches thereof, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation obligations of Originator Seller or any other Person arising in connection with the Receivables, the related Contracts, the contracts or Invoices and/or other Related Security or any other obligations of Originatorsale. In view of the intention of the parties hereto that the Purchases acquisitions of Receivables made hereunder shall constitute outright sales of such Receivables rather than loans secured thereby, Originator agreesSeller agrees that it will, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii)Applicable Closing Date, to mxxx xxxx its master data processing records relating to the its Receivables with a the legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyerrequired by Section 3.1(c) hereof. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will Seller authorizes Buyer and its attorneys to execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request. Seller acknowledges Buyer may utilize Seller’s attorneys to prepare and file such documents.

Purchase of Receivables. (a) Upon In connection with the execution and delivery of this Agreement, Client shall sell to BANA Receivables owned by Client, and BANA shall purchase such Receivables from Client, on the terms set forth herein and on the initial Schedule A hereto (such Schedule A and each other Schedule A hereto being incorporated herein by reference). After the date hereof, Client may from time to time (x) submit an additional proposed Schedule A, in form and substance satisfactory to BANA and executed by Client, to BANA, which additional proposed Schedule A shall pertain to certain additional Receivables owned by Client; and (y) seek the right to sell to BANA such additional Receivables under the terms of this Agreement. Within 10 days after the initial tender of Receivables in connection with any proposed Schedule A, BANA shall notify Client if BANA wishes to accept the proposed Schedule A and purchase any or all of such Receivables. The purchase of any such Receivables by BANA shall be made pursuant to the terms hereof. All Purchased Receivables shall be evidenced by invoices (in electronic or paper form), which invoices shall comport with the following as specified on the relevant Schedule A: (i) the tenors of the Minimum Invoice Tenor Period and Maximum Invoice Tenor Period, (ii) the Minimum Invoice Amount, and (iii) no grace period related thereto shall exceed the Past Due Grace Period. Without limiting the other terms of this Agreement, BANA's purchase of Receivables of an Approved Account Debtor (other than Replacement Receivables purchased pursuant to Section 1(b)(4) below) shall be subject to the following conditions: (A) Client shall submit an executed Schedule A relating to such Receivables, which shall contain the relevant terms and conditions hereofwith respect thereto, Buyer hereby agrees (B) BANA shall sign such Schedule A and return it to purchaseClient, (C) the aggregate amount of such Receivables being purchased shall, subject to Section 1(b)(4), be equal to the relevant Required Amount, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of (D) the relevant Schedule A shall contain the Effective Date. All Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously including Replacement Receivables) purchased by Buyer hereunderBANA shall be purchased on a non-recourse basis, together in each case with all Related Security relating thereto and all Collections thereofprovided that Client shall have an obligation to repurchase certain Receivables upon the limited circumstances provided herein. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the express intention of the parties hereto to this Agreement that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale purchase of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be, and shall be liable to Buyer for all representationsconstrued as, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such true sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior by Client to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements BANA. Client acknowledges that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent representations and warranties made herein (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.including without limitation in

Purchase of Receivables. Until the occurrence of a Termination Date, upon receipt of the List, the Master Servicer, in its sole discretion, will confirm which of the Eligible Receivables listed in the List that the Purchaser will retain as Purchased Receivables. The retention of such Eligible Receivables as Purchased Receivables shall occur upon payment of the applicable Purchase Price, as provided at Section 2.3 of this Agreement. All present and future accounts receivable (aincluding all of its present and future customer accounts as such term is used in Article 2684 of the Civil Code of Quebec) Upon of the terms Seller and subject other Receivables of the Seller existing on a Purchase Date which the Purchaser shall not retain as Purchased Receivables on such Purchase Date shall be deemed to be automatically re-assigned to the conditions hereofSeller by the Purchaser, Buyer hereby agrees without any representation or warranty of any kind whatsoever by the Purchaser. Upon retention of the Eligible Receivables as Purchased Receivables, Seller will be deemed, for greater certainty and without prejudice to purchaseSection 2.1 above, to have confirmed that it has sold, transferred, assigned, set over and Originator hereby agrees conveyed to sellPurchaser, without recourse except as expressly provided herein, all of Originator’s Seller's right, title and interest in and to all the Purchased Receivables, and that title to such Purchased Receivables has passed to Purchaser. The Seller shall not take any action inconsistent with such ownership and, from and after the date hereof, shall not claim any ownership in any Purchased Receivable. Documents relating to the Purchased Receivables shall be held in trust by the Seller and the Subservicer, for the benefit of the Receivables (each such transaction, a “Purchase”). On Purchaser as the date owner of the initial Purchase from Originator, Buyer shall purchasePurchased Receivables, and Originator shall sell, transfer and convey, all possession of Originator’s right, title and interest in and any Required Information relating to all the Purchased Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until so retained is for the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all sole purpose of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making facilitating the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention servicing of the parties hereto that each Purchase of Purchased Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to carrying out the terms of this Agreement. Such retention and possession is at the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view will of the intention Purchaser and in a custodial capacity for the benefit of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestPurchaser only.

Purchase of Receivables. (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on October 26, 2000, in consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchasethe Buyer, without recourse (except to the extent expressly provided herein), and Originator the Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Initial Cutoff Date and all Receivables thereafter originated by such Originator through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereofthereto. On each Business Day thereafter until In accordance with the Termination Datepreceding sentence, on October 26, 2000 the Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of each Originator’s 's right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all of such Originator's rights in each case with and to all Related Security relating thereto thereto. The Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.2. From and all Collections thereofafter the Termination Date, the Buyer ----------- shall not be obligated to purchase Receivables from any Originator. (b) On each Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report being herein called a "Purchase Report") with respect to the Receivables sold by such Originator to the Buyer during the fiscal month then most recently ended. Prior to making In addition to, and not in limitation of, the initial foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, the Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as the Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides the Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale ----------- of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to the Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and /or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made ma hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1 (e)(ii), to mxxx xxxx its master data processing records relating to ------------------- the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), properly evidencing that the Buyer has purchased such Receivables as provided in ii this Agreement and to note in its financial statements that the its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Program Agent (as the Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as the Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On each Business Day thereafter until the Termination Monthly Reporting Date, Originator shall (or shall require the Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VI hereto (each such report being herein called a "Purchase Report") with respect to the Receivables sold and/or contributed by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)and/or contribution, which sales are sale and/or contribution, as the case may be, is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each sale the transfer of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale transfer does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale and/or contribution of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing records relating to the Receivables with xxxh a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased acquired such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold absolutely transferred to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Sale Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter originated by such Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of each Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date (other than the Initial Contributed Receivables) and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Sale Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.3. (b) On the 20th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, each Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Sale Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Sale Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.31.4, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; PROVIDED, HOWEVER, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing records relating to the Receivables oxxxxnated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price (which may be satisfied in connection with a capital contribution in accordance with Section 1.1(b)) and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof and all such Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of such Originator's right, title and interest in and to all Receivables originated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2 (which may be satisfied in connection with a capital contribution made pursuant to Section 1.1(b)). In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originators deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) Jabil may elect to forgive the Buyer's obligation to pay the Purchase Price for Receivables conveyed to Buyer from Jabil by making a capital contribution pursuant to the Subscription Agreement and thereby increasing the value of Jabil's equity interest in the Buyer. The Buyer agrees to offset the amount of such contributions against the Purchase Price for such Receivables. Any such capital contribution shall be agreed to in writing by Jabil and the Buyer on the Initial Cutoff Date or applicable Settlement Date, as applicable, and shall satisfy, and constitute the payment of, the payment of the Purchase Price for the Receivables so contributed. All of the Receivables so paid for through such offset shall constitute purchased Receivables hereunder and shall be subject to all of the representations, warranties and indemnities made hereunder. (c) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of "accounts” " and "chattel paper" (as such term is terms are used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided either Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of the applicable Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx its mark xxx master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon the terms and subject Pursuant to the conditions hereofEarlier Receivables Sale Agreement, Buyer hereby agrees Seller has sold to purchaseBuyer, and Originator hereby agrees without recourse (except to sellthe extent expressly provided therein), all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorSeller’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the day immediately prior to the closing date of the Earlier Receivables Sale Agreement and all Receivables arising thereafter, in each case, with all Related Security relating thereto and all Collections thereof. Seller and Buyer hereby reaffirm that purchase and sale, and, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Seller does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Seller, all of Seller’s right, title and interest in and to all Receivables existing today and hereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, ; provided that Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Seller deliver, and Originator Seller shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Seller; provided, however, that (i) Originator Seller shall be liable to Buyer for all representations, warranties and covenants made by Originator Seller pursuant to the terms of the Transaction Documents to which Originator Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of OriginatorSeller. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesSeller agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx its master data processing records cause all Receivable reports relating to the Receivables with to bear a legend acceptable to Buyer and to the Program Agent (or any Managing Agent, as Buyer’s assignee)assignees, evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (or any Managing Agent, as Buyer’s assignee)assignees, Originator Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (or any Managing Agent, as Buyer’s assignee) assignees, may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter originated by such Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of each Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date (other than the Initial Contributed Receivables) and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Originator in accordance with SECTION 1.3. (b) On the 20th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, each Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to Buyer pursuant to Section 1.3SECTION 1.4, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; PROVIDED, HOWEVER, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(iiSECTION 4.1(E)(II), to mxxx xxxx its master data processing books and records relating including aged trial balance with respect to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Pursuant to the Original Receivables Sale Agreement, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth therein, Buyer hereby agrees the Original Originators sold, assigned, transferred, set-over and otherwise conveyed to purchaseBuyer, and Originator hereby agrees without recourse (except to sellthe extent expressly provided therein), all of Originator’s their respective right, title and interest in and to all Receivables existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the closing date of the initial Purchase from OriginatorOriginal Receivables Sale Agreement and all Receivables thereafter arising, Buyer shall purchasetogether, in each case, with all Related Security relating thereto and all Collections thereof. Each Originator (as an Original Originator and as successor to other Original Originators) hereby reaffirms such purchases and sales, and in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Originator shall does hereby sell, transfer assign, transfer, set-over and conveyotherwise convey to Buyer, without recourse (except to the extent expressly provided herein) and Buyer does hereby purchase from each Originator, all of such Originator’s right, title and interest in and to all Receivables then outstandingoriginated by such Originator existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat each Originator deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided such Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the ReceivablesReceivables originated by such Originator, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(iiSection 4.1 (e)(ii), to mxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price paid to Seller and upon the terms and subject to the conditions hereofset forth herein, Buyer Seller does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Seller, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s Seller's right, title and interest in and to all Receivables then outstandingin which Seller has any rights as of the date hereof (other than the Initial Contributed Receivables) and all Receivables in which Seller hereafter acquires any rights through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Seller's right, title and interest in and to all Receivables (other than the Initial Contributed Receivables) in which Seller has any rights as of the date hereof and all Receivables in which Seller thereafter acquires any rights through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with SECTION 1.3. (b) On the 20th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, Seller shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by Seller to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Seller deliver, and Originator Seller shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from Seller made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to Buyer pursuant to Section 1.3SECTION 1.4, each the sale of Receivables hereunder by Seller is made without recourse to Originator; provided Seller; PROVIDED, HOWEVER, that (i) Originator Seller shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator Seller pursuant to the terms of the Transaction Documents to which Originator Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of OriginatorSeller. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesSeller agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(iiSECTION 4.1(E)(II), to mxxx xxxx its master data processing books and records relating including aged trial balance with respect to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the Initial Sale Closing Date, in consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the Initial Sale Closing Date (the "INITIAL CUTOFF DATE") and all Receivables thereafter originated by such Originator through and including the Originator's Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereofwith respect thereto. On In accordance with the preceding sentence, on the Applicable Closing Date for each Business Day thereafter until the Termination DateOriginator, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of such Originator’s 's right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the Applicable Cutoff Date and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto and all Collections thereofwith respect thereto. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder from each Originator in accordance with Section 1.2. (b) On the 15th Business Day of each monthly accounting period of the Parent set forth on Schedule B (commencing with the first full accounting period following its Applicable Closing Date), each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold or otherwise transferred by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; PROVIDED, HOWEVER, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff its Applicable Closing Date and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement hereunder and to note in its financial statements that the its Receivables have been sold or otherwise transferred to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price paid to Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingof Originator existing as of the close of business on the Initial Cutoff Date and all Receivables of Originator arising thereafter through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder from Originator in accordance with Section 1.2. (b) On the first Friday following the third Monday of each calendar month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, Originator shall (or shall provide such information to the Termination Date, Servicer to permit the Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VI hereto (each such report being herein called a "Purchase Report") with respect to the Receivables sold by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from the Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to Originator pursuant to Section 1.3, each the sale of Receivables hereunder by Originator is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables originated by Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, (i) effective on the date hereof, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from each Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingoriginated by it and existing as of the close of business on the Business Day immediately prior to the date hereof, together, in each case, with all Related Security relating thereto and all Collections thereof and (ii) from and after the date hereof, each Originator hereby agrees to sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer hereby agrees to purchase from each Originator, all of such Originator’s right, title and interest in and to all Receivables originated by it from and after the date hereof, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, Buyer shall acquire all of each Originator’s right, title and interest in and to all Receivables originated by it and existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date with respect to such Originator, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, and Buyer shall purchasebe obligated to pay the Purchase Price for each Receivable, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all its Related Security relating thereto and all Collections thereofin accordance with Section 1.2. Prior to making In connection with the initial payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of “accounts” or “payment intangibles” (as each such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale the sales of Receivables hereunder is are made without recourse to Originator; provided the Originators; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does sales do not constitute and is are not intended to result in an assumption by Buyer or any assignee thereof of any obligation of the applicable Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and agrees to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Each of the parties hereto acknowledges and ratifies the prior sales and purchases under the Existing RSA of the Receivables, Related Security relating thereto and Collections thereof, and agrees that the parties’ continuing rights and obligations with respect to such Receivables shall be governed by the terms of this Agreement. Upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase purchase from Originator, Buyer shall purchasein each case to the extent not previously sold, assigned, transferred, set-over and Originator shall sellotherwise conveyed under the Existing RSA, transfer and conveyincluding the Original RSA, all of Originator’s right, title and interest in and to all Receivables then outstandingexisting on the Business Day immediately preceding the Amendment Date and all Receivables thereafter arising through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until In accordance with the Termination preceding sentence, on the Amendment Date, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting on the Amendment Date and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto and all Collections thereof, in each case, to the extent not previously acquired under the Existing RSA. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer (and its assigns) for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it has, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx will continue to, identify in its master data processing records relating to the Receivables with general ledger a legend legend, reasonably acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute and file such other instruments instruments, documents or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Pursuant to the terms of the Existing Mohawk Agreement, Mohawk Distribution has sold, transferred, set-over and subject otherwise conveyed to the conditions hereofBuyer, Buyer hereby agrees without recourse (except to purchasethe extent expressly provided therein), and Originator hereby agrees to sellthe Buyer purchased from Mohawk Distribution, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s Mohawk Distribution's right, title and interest in and to all Receivables originated by Mohawk Distribution and existing as of the close of business on the Initial Cutoff Date. Pursuant to the terms of the Existing First Step Dal-Tile Agreement and the Existing Second Step Dal-Tile Agreement, Dal-Tile has sold, assigned, transferred, set-over and otherwise conveyed to DTSC, who then outstandingsold, together with all Related Security relating thereto assigned, transferred, set-over and all Collections thereof. On in otherwise conveyed to the Buyer (as successor by merger to DT/Mohawk Funding), in each Business Day thereafter until case without recourse (except to the Termination Date, Buyer shall purchaseextent expressly provided therein), and Originator shall sell, transfer the Buyer (as the surviving entry of the merger between it and conveyDT/Mohawk Funding) has purchased from DTSC who purchased from Dal-Tile, all of Originator’s Dal-Tile's right, title and interest in and to all Receivables which were not previously purchased originated by Dal-Tile and existing as of the close business on the Initial Cutoff Date. In consideration for the Purchase Price paid to each Originator upon the terms and subject to the conditions set forth herein, each Originator does hereby sell, assign, transfer, set-over and otherwise convey to the Buyer, without recourse (except to the extent expressly provided herein), and the Buyer hereunderdoes hereby purchase from such Originator all Receivables originated on the date hereof and thereafter by such Originator through and including the Termination Date, together together, in each case case, with all Related Security relating thereto thereto. In accordance with the preceding sentence, the Buyer shall acquire all of each Originator's right, title and interest in and to all Collections thereofReceivables arising on and after the date hereof through and including the Termination Date, together with all of such Originator's rights in and to all Related Security relating thereto. Prior The Buyer shall be obligated to making pay the initial Purchase Price for the Receivablespurchased hereunder from each Originator in accordance with Section 1.2. From and after the Termination Date, the Buyer shall not be obligated to purchase Receivables from any Originator. (b) On each Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to the Buyer a report in substantially the form of Exhibit VI hereto (each such report being herein called a "Purchase Report") with respect to theReceivables sold by such Originator to the Buyer during the fiscal month then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, the Buyer may request of Originatorthat the applicable Originatordeliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as the Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from an Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides the Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed Creditsowed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to the Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by the Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date thedate hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx make appropriate notation in its master data processing records computer files relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), properly evidencing that the Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to the Buyer. Upon the request of the Buyer or the Program Administrative Agent (as the Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the Buyer’s 's ownership interest in the Receivables originated by such Originator and the Related theRelated Security and Collections with respect thereto, or as the Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the Initial Funding Date, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from each Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than, with respect to Allied, the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of each Originator's right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On each Business Day thereafter until the Termination Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "Purchase Report ") with respect to the Receivables sold and/or contributed by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat an Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables Receivables, Related Security and Collections made hereunder shall constitute a “sale and/or contribution of accounts” (as such term is used in Article 9 of the UCC)capital to Buyer, which sales are sale and/or contribution, as the case may be, is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each sale transfer of Receivables Receivables, Related Security and Collections hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which Originator is a party, party and (ii) such sale does transfers do not constitute and is are not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of an Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables Receivables, Related Security and Collections made hereunder shall constitute sales a sale and/or contribution of such Receivables Receivables, Related Security and Collections rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing records relating to the Receivables with xxxx a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased acquired such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold absolutely transferred to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file or cause to be filed such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to give public notice of and to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the Purchase Date, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Seller does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase and acquire from Seller, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorSeller’s right, title and interest in and to all Receivables then outstandingexisting as of the Initial Cutoff Date and all such thereafter arising through and including the Purchase Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price for the Receivables in accordance with Section 1.3. In connection with each payment of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunderPrice for any Receivable, Buyer may request of Originatorthat Seller deliver, and Originator Seller shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase the sale of the Receivables made hereunder shall constitute a “true sale of accounts” (as such term is used in Article 9 of the UCC)thereof, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits Deemed Collections owed pursuant to Section 1.31.4, each the sale of Receivables hereunder is made without recourse to Originator; provided Seller; provided, however, that (i) Originator Seller shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator Seller pursuant to the terms of the Transaction Documents to which Originator Seller is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of OriginatorSeller. In view of the intention of the parties hereto that the Purchases sale of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans a loan secured thereby, Originator agreesSeller agrees that it will, on or prior to the Initial Cutoff Purchase Date and in accordance with Section 4.1(f)(ii4.1 (e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased or otherwise acquired such Receivables as provided in this Agreement and to note in its financial statements that the Seller’s Receivables have been sold or otherwise conveyed outright to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator Seller will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from each Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together together, in each case, with all Related Security relating thereto (except for Restricted Contracts) and all Collections thereof. On each Business Day thereafter until In accordance with the Termination Datepreceding sentence, on the date hereof Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s each Originators' right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the Initial Cut-Off Date (other than the Initial Contributed Receivables) and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto (except for Restricted Contracts) and all Collections thereof. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On the Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a "Purchase Report") with respect to the Receivables sold by each Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat each Originator deliver, and each Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each the sale of Receivables hereunder is made without recourse to Originator; provided any Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of any Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing system and all accounts receivablx xxports generated thereby, each Confidential Contract and its records relating to the Receivables all other Contracts with a legend reasonably acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect the Buyer's ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions.

Purchase of Receivables. (a) Upon From time to time, when no Event of Default has occurred that is continuing on such date, with the written consent of the Administrative Agent and pursuant to a Xxxx of Sale, the Seller may sell, assign, transfer and convey directly to the Receivables Trust at the direction of the Purchaser (each such date, a “Purchase Date”), on the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sellspecifically set forth herein, all of Originator’s its right, title and interest interest, in, to and under (i) all rights (but not any obligations) to, in and to all of the Receivables (under each such transactionContract, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to including all Receivables then outstanding, together with all Related Security relating related thereto and all Collections thereof. On each Business Day thereafter until received thereon after the Termination applicable Cut-Off Date, Buyer shall purchasereflected on the Schedule of Receivables set forth on Exhibit A of the related Xxxx of Sale, (ii) all Related Security, (iii) the First Receivables Purchase Agreement, (iv) all other property described in such Xxxx of Sale, (v) all products and proceeds of the foregoing, including, without limitation, insurance proceeds, and Originator shall sell, transfer and convey, (vi) all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security Recoveries relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestthereto. (b) It is The parties to this Agreement intend that the intention transactions contemplated hereby shall be, and shall be treated as, a purchase by the Receivables Trust and a sale by the Seller of the parties hereto that each Purchase Receivables and not as a lending transaction. All sales of Receivables made by the Seller hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made be without recourse to Originator; to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided that (i) Originator shall be liable to Buyer for all representationsherein. The foregoing sale, warranties assignment, transfer and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale conveyance does not constitute and is not intended to result in an a creation or assumption by Buyer the Purchaser or any assignee thereof the Receivables Trust of any obligation of Originator the Seller or any other Person arising in connection with the Receivables, the related Contracts, the Related Security Contracts or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records agreements relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestincluding, without limitation any obligation to any Receivables Obligor.

Purchase of Receivables. (a) Upon Effective on the Initial Sale Date, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer hereby agrees Originator will sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator hereby agrees to sellBuyer will purchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the Initial Sale Date, Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3 . (b) On the 15th day of each month after the Initial Sale Date (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "Purchase Report" ) with respect to the Receivables sold by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables sufficient to remove the Receivables from Originator's bankruptcy estate. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4 , each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Sale Date and in accordance with Section 4.1(f)(ii)4.1(e)(ii) , to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (A) On the day immediately preceding the Closing Date (the "Receivables PURCHASE DATE") the Seller shall purchase from the Company, and the Company shall assign and sell to the Seller, all of the Company's accounts receivable existing as of the close of business on the Receivable Purchase Date (the "Pre-Closing A/R"). The purchase price payable by the Seller to the Company for the Pre-Closing A/R shall be an amount equal to the book value of such Pre- Closing A/R, net of any allowance for doubtful accounts, as reflected properly on the Company's books and records in accordance with GAAP. The purchase price payable for the Pre-Closing A/R shall be paid to the Company by wire transfer or other form of immediately available funds. (B) The purchase of the Pre-Closing A/R, as described in subsection (a) Upon above, shall be documented by a xxxx of sale and assignment in the terms form of Exhibit 9.7 (a) hereto, which shall provide, among other things, that the sale and subject assignment of said Pre-Closing A/R shall be deemed a final sale and assignment, without recourse to the conditions hereofCompany for any offset, Buyer hereby agrees deduction, counterclaim, lien, encumbrance or any other claim or dispute relating to purchasesuch Pre-Closing A/R. Said purchase of the Pre-Closing A/R shall further be documented by a written schedule or computer printout of the Pre-Closing A/R (a copy of which shall be attached as an exhibit to the xxxx of sale and assignment referred to above), indicating the name of each account debtor, the portion of the Pre-Closing A/R and allowance for doubtful accounts attributable to such account debtor, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all an aging of the Receivables (each accounts receivable owed by such transactionaccount debtor. Such schedule or printout shall also indicate which, a “Purchase”). On the date if any, of the initial Purchase from Originatoraccount debtors are related to or affiliates of the Company (including officers, Buyer shall purchase, and Originator shall sell, transfer and convey, all directors or employees thereof) or of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestSeller. (bC) It is In addition to the intention representations and warranties of Seller and the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” Company set forth in Articles V and VI hereof (as such term is used in Article 9 of which the UCCSeller and the Company expressly acknowledge are applicable to the transactions contemplated by this Section 9.7), which sales are absolute the Seller and irrevocable the Company jointly and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices severally further represent and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable warrant to Buyer for all representations, warranties and covenants made as follows with respect to the transactions contemplated by Originator pursuant to this Section 9.7: (I) The Pre-Closing A/R arose from bona fide services fully performed by the Company in accordance with the terms of the Transaction Documents to which Originator is a partyenforceable contracts; (II) The Company presently has, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or immediately prior to the Initial Cutoff sale and assignment thereof to the Seller shall have had, good and marketable title to the Pre-Closing A/R, free of any Liens; (III) The Pre-Closing A/R balances and the allowances for doubtful accounts relating thereto as shown on the books and records of the Company on the Receivables Purchase Date are fairly and accurately classified and valued in accordance with Section 4.1(f)(ii)GAAP; (IV) The Pre-Closing A/R are not subject to any claim of reduction, counterclaim, set-off, recoupment, or any claim for credits, allowances or adjustments by the account debtors because of unsatisfactory services or for any other reason; and (V) Neither the contract or arrangement pursuant to mxxx its master data processing records relating which any Pre- Closing A/R arose nor any Health Care Laws or other Governmental Requirements prohibits the sale and assignment of such Pre-Closing A/R to the Receivables with a legend acceptable to Buyer and to the Program Agent (Seller as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statementscontemplated herein, or amendments thereto renders such sale and assignment void or assignments thereofunenforceable or subject to any fine, and such other instruments penalty or notices, as may be necessary or appropriate to perfect and maintain the perfection expense of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestany nature.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer IPFS does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from IPFS, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorIPFS’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of IPFS’s right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On the 12th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, IPFS shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by IPFS to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat IPFS deliver, and Originator IPFS shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each the sale of Receivables hereunder is made without recourse to Originator; provided IPFS; provided, however, that (i) Originator IPFS shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator IPFS pursuant to the terms of the Transaction Documents to which Originator IPFS is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator IPFS or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of OriginatorIPFS. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesIPFS agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s assignee), Originator IPFS will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon the terms and subject Prior to the conditions date hereof, Buyer hereby agrees to purchase, and the Originator hereby agrees to sell, has sold all of such Originator’s right, title and interest in and to all Receivables then existing, together with all Related Security in respect thereof, Collections thereon and proceeds with respect to any of the Receivables foregoing pursuant to the Existing Sale Agreement. (b) In consideration for the Purchase Price in accordance with Section 1.2 below, and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), on the date hereof and on each Business Day thereafter until and including the Termination Date (each such transaction, a “PurchaseTransfer Date”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to such Transfer Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On Buyer hereby agrees to purchase all such Receivables, all Related Security relating thereto and all Collections thereof on each Business Day thereafter until Transfer Date. From and after the Termination Date, Originator shall not be obligated to sell Receivables to Buyer, but may at its option, based on such considerations it determines to be appropriate at the time, including, without limitation, the creditworthiness of Buyer at such time, elect to continue selling Receivables to Buyer. (c) In accordance with clause (b) above, on each Transfer Date, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the close of business on the Business Day immediately prior to such Transfer Date, together in each case with all Related Security relating thereto and all Collections thereof. Prior ; and Buyer shall be obligated to making pay the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestPrice therefor in accordance with Section 1.2. (bd) It is the intention of the parties hereto that each Purchase the Purchases of Receivables made hereunder shall constitute a “sale sales” of “accounts” or “payment intangibles” (as each such term is used in Article 9 of the UCC), which sales, along with the sales of the Related Security and Collections hereunder, are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables and such Related Security and Collections. The parties hereto intend that Originator retain no interest in the Receivables, the Related Security and the Collections transferred to Buyer hereunder. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale the sales of Receivables hereunder is Receivables, the Related Security and the Collections are made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator in favor of Buyer pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does sales do not constitute and is are not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute, deliver and, if applicable, file such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon On the terms and subject to the conditions hereofset forth herein, each of the Originators hereby sells, assigns, transfers, sets-over and otherwise conveys to Buyer on the Commencement Date, without recourse (except to the extent expressly provided herein), and Buyer hereby agrees to purchase, and Originator hereby agrees to sellpurchases from each of the Originators on the Commencement Date, all of each Originator’s right, title and interest in interest, in, to and under the applicable Initial Purchased Assets. (b) Prior to all the commencement of each Calculation Period, each Originator shall prepare and deliver to Buyer a report (each, an “Estimated Sales Report”) setting forth its good faith estimate of the Receivables (each such transaction, a “Purchase”). On the date aggregate Outstanding Balance of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingthat, together with all Related Security and Collections relating thereto thereto, are anticipated to be sold and all Collections thereof. transferred to Buyer by such Originator on each day of such Calculation Period. (c) On each Business Day thereafter Purchase Date until and including the applicable Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereundereach Receivable (other than any Excluded Receivable), together in each case with all Related Security and Collections relating thereto existing at the opening of the applicable Originator’s business on such Purchase Date, shall be deemed to have been sold, assigned, transferred, set-over and all Collections thereofotherwise conveyed to Buyer, and purchased by Buyer (and without further action by any Person). (d) On the eighteenth (18th) Business Day following the end of the fiscal month in which the Commencement Date occurs, and on the eighteenth (18th) Business Day following the end of each fiscal month thereafter, each Originator shall (or shall cause Smithfield, as Servicer, under the Credit and Security Agreement to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the actual aggregate Outstanding Balance of the Receivables sold by such Originator to Buyer during the Calculation Period then most recently ended. Prior to making In addition to, and not in limitation of, the initial foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer or the Administrative Agent may reasonably request. (be) It is the intention of the parties hereto that each Purchase the purchase of Receivables made hereunder from each Originator pursuant to this Section 1.2 shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the such Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed by such Originator pursuant to Section 1.31.4, each the sale of Receivables hereunder by each Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the such Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases sale of Receivables made hereunder by each Originator pursuant to this Section 1.2 shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it has marked (or will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx) its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee)Administrative Agent, evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee)Administrative Agent, each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables purchased by Buyer pursuant to this Section 1.2 and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On each Business Day thereafter until Monthly Reporting Date (and following the Termination Dateoccurrence of a Downgrading Event with respect to the Servicer, at any time upon the request of the Buyer), Originator shall (or shall require the Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report, together with the Initial Purchase Report, being herein called a "Purchase Report") with respect to the Receivables sold and/or contributed by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)and/or contribution, which sales are sale and/or contribution, as the case may be, is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each sale the transfer of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale transfer does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale and/or contribution of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased acquired such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold absolutely transferred to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), Originator will execute and file such UCC financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price paid to Originator and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sell, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingoriginated by Originator and existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter originated by Originator through and including the Termination Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until In accordance with the Termination Datepreceding sentence, on the date hereof Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the Initial Cutoff Date (other than the Initial Contributed Receivables) and thereafter arising through and including the Termination Date, together in each case with all Related Security relating thereto and all Collections thereof. Prior Buyer shall be obligated to making pay the initial Purchase Price for the Receivables purchased hereunder from Originator in accordance with Section 1.3. (b) On the 20th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter, Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each Purchase of Receivables from Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the ReceivablesReceivables originated by Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to Buyer pursuant to Section 1.31.4, each the sale of Receivables hereunder by Originator is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases each Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(B)(x), to mxxx xxxx its master data processing records relating to the Receivables “Aged Trial Balance” with a legend acceptable to Buyer and in substantially the form set forth on Exhibit XVI to the Program Agent (as Buyer’s assignee)Purchase Agreement, evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent Administrator (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables originated by Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent Administrator (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer hereby agrees to purchase, and Originator each of the Originators hereby agrees to sell, all of Originator’s rightassign, title transfer, set-over and interest in otherwise convey to Buyer on and after the Initial Purchase Date, without recourse (except to all of the Receivables (each such transaction, a “Purchase”extent expressly provided herein). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer Buyer hereby agrees to purchase on and conveyafter the Initial Purchase Date from such Originator, all of such Originator’s right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the Initial Purchase Date and all Receivables originated by such Originator thereafter through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the Initial Purchase Date Buyer shall acquire all of each Originator’s right, title and interest in and to all Receivables originated by such Originator existing as of the close of business on the Business Day immediately prior to the Initial Purchase Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and be obligated to pay the Purchase Price for the Receivables purchased from each Originator shall sell, transfer and convey, all hereunder in accordance with Section 1.2. In connection with payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase from any Originator hereunder, Buyer may request of Originatorthat such Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase the sale of Receivables made by each Originator hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the ReceivablesReceivables originated by such Originator. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale hereunder of Receivables hereunder originated by any Originator is made without recourse to Originator; provided such Originator; provided, however, that (i) such Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the ReceivablesReceivables originated by such Originator, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases each sale of Receivables made hereunder shall constitute sales an outright sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Purchase Date and in accordance with Section 4.1(f)(ii4.l(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables originated by such Originator and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, and in consideration for the Sale Price paid to Originator and upon the terms and subject to the conditions set forth herein (including without limitation, Section 1.8 hereof), Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date and all Receivables thereafter originated or acquired by Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof (but subject to Section 1.8 hereof) Buyer shall acquire all of Originator's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Sale Price for the Receivables purchased hereunder from Originator in accordance with Section 1.2. (b) On the 20th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, Originator shall (or shall require the Termination Date, Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII hereto (each such report being herein called a "PURCHASE REPORT") with respect to the Receivables sold by Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Sale Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables from Originator made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Sale Price Credits, Repurchase Prices and Special Adjustment Credits owed to Originator pursuant to Section 1.3, each the sale of Receivables hereunder by Originator is made without recourse to Originator; provided Originator; PROVIDED, HOWEVER, that (i) Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.of

Purchase of Receivables. (a) Upon discovery by any of the terms and subject Servicer, the Purchaser, the Backup Servicer, the Administrative Agent or any Lender of a breach of any of the covenants of the Servicer set forth in Section 4.2(a), 4.4, 4.5 or 4.6, the party discovering such breach shall give prompt written notice to the conditions hereofothers; provided, Buyer hereby agrees however, that the failure to purchase, and Originator hereby agrees to sell, all of Originator’s right, title and interest in and to all give any such notice shall not affect any obligation of the Receivables (each such transaction, a “Purchase”)Servicer under this Section 4.7. On Unless the date breach shall have been cured by the last day of the initial next Accrual Period following such discovery, the Servicer shall purchase any Receivable and related Other Conveyed Property materially and adversely affected by such breach. In consideration of the purchase of such Receivable and Other Conveyed Property, the Servicer shall remit the Purchase from OriginatorAmount for such Receivable and Other Conveyed Property into the Collection Account. The sole remedy of the Purchaser, Buyer the Administrative Agent or the Lenders hereunder with respect to a breach of Section 4.2(a), 4.4, 4.5 or 4.6 shall purchasebe to require the Servicer to repurchase Receivables and Other Conveyed Property pursuant to this Section 4.7; provided, however, that the Servicer shall indemnify the Backup Servicer, the Account Bank, the Purchaser, the Administrative Agent and Originator shall sellthe Lenders against all costs, transfer expenses, losses, damages, claims and conveyliabilities, all including reasonable fees and expenses of Originator’s rightcounsel, title and interest in and which may be asserted against or incurred by any of them as a result of third party claims arising out of the events or facts giving rise to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestbreach. (b) It Servicer shall have the option, but not the obligation, to repurchase on any Settlement Date any Receivables and related Other Conveyed Property, the inclusion of which in the Collateral results in Excess Concentration Amounts, at a price equal to at least the fair market value of such Receivables and Other Conveyed Property, so long as the fair market value is not less than the intention related aggregate Purchase Amount, plus the costs and expenses of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of Purchaser and the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising Administrative Agent in connection with the Receivablessuch optional purchase; provided, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder Administrative Agent shall constitute sales of the right to review and consent to any proposed repurchase (which consent shall not be unreasonably withheld so long as such Receivables rather than loans secured thereby, Originator agrees, on or prior to repurchase does not adversely affect the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer Collateral or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection characteristics of Buyer’s ownership interest in the Receivables and Other Conveyed Property included in the Related Security Collateral in any respect). To exercise such option, the Servicer shall deposit in the Collection Account an amount equal to the related aggregate Purchase Amount for such Receivables and Collections with respect theretoOther Conveyed Property plus such costs and expenses, and thereafter shall succeed to all interests of the Purchaser in and to such Receivables and Other Conveyed Property. Upon notice of receipt of the related aggregate Purchase Amount for such Receivables and Other Conveyed Property (plus such costs and expenses) and written instructions from the Servicer (countersigned by the Administrative Agent), the Custodian shall release to the Servicer or its designee the related Receivables Files and the Purchaser shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as Buyer are prepared by the Servicer, delivered to and approved in writing by the Administrative Agent, and necessary to vest in the Servicer or the Program Agent (as Buyer’s assignee) may reasonably requestsuch designee title to such Receivables and Other Conveyed Property.

Purchase of Receivables. (a) Upon Pursuant to the Original Receivables Sale Agreement, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth therein, Buyer hereby agrees the Original Originators sold, assigned, transferred, set-over and otherwise conveyed to purchaseBuyer, and Originator hereby agrees without recourse (except to sellthe extent expressly provided therein), all of Originator’s their respective right, title and interest in and to all Receivables existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the closing date of the initial Purchase from OriginatorOriginal Receivables Sale Agreement and all Receivables thereafter arising, Buyer shall purchasetogether, in each case, with all Related Security relating thereto and all Collections thereof. Each Originator (as an Original Originator and as successor to other Original Originators) hereby reaffirms such purchases and sales, and in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Originator shall does hereby sell, transfer assign, transfer, set-over and conveyotherwise convey to Buyer, without recourse (except to the extent expressly provided herein) and Buyer does hereby purchase from each Originator, all of such Originator’s right, title and interest in and to all Receivables then outstandingoriginated by such Originator existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, ; provided that Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat each Originator deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed to such Originator pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided such Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the ReceivablesReceivables originated by such Originator, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables originated by it with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Each of the Sellers (other than BII) hereby sells, assigns transfers and conveys to BII, and BII hereby sells, assigns, transfers and conveys to the Company, on the Closing Date and from time to time thereafter, on the terms and subject to the conditions hereofspecifically set forth herein, Buyer hereby agrees all its respective right, title and interest, in, to purchaseand under (i) all Receivables now existing and hereafter arising from time to time, as provided in paragraph (b) below, and Originator hereby agrees all payment and enforcement rights (but none of the obligations) with respect to sellReceivables, (ii) all Related Security in respect of such Receivables, (iii) all Collections and other monies due or to become due with respect to the foregoing and (iv) all proceeds of the foregoing. It is understood that all Receivables, Related Security, monies and proceeds conveyed by the Sellers (other than BII) to BII pursuant to this Section 2.01 (the "Subsidiary Assets") are simultaneously being conveyed by BII to the Company, together with Receivables originated by BII (and Related Security, monies and proceeds relating to such Receivables originated by BII). BII retains no interest in the Subsidiary Assets. The Company shall be entitled to exercise all of its rights and remedies hereunder with respect to the Subsidiary Assets against either BII or the Seller that originated such Subsidiary Assets, or both, to the same extent as would be the case if (in the case of BII) BII had originated such Subsidiary Assets or (in the case of such Seller) if the Company acquired such Subsidiary Assets directly from such Seller. (b) Upon the fulfillment of the conditions set forth in Article III with respect to each newly created Receivable, all of Originator’s the applicable Seller's right, title and interest in and to such newly created Receivable and all Related Security in respect of such Receivable shall be immediately and automatically sold, assigned, transferred and conveyed to the Company pursuant to paragraph (a) above without any further action by such Seller or any other Person. (c) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by the Company and a sale by the applicable Seller of the Purchased Receivables and not as a lending transaction. All sales of Receivables and Related Security by any Seller hereunder shall be without recourse to, or representation or warranty of any kind (each such transactionexpress or implied) by, a “Purchase”)any Seller, except as otherwise specifically provided herein. On the date of the initial Purchase from OriginatorThe foregoing sale, Buyer shall purchase, and Originator shall sellassignment, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale conveyance does not constitute and is not intended to result in an a creation or assumption by Buyer or any assignee thereof the Company of any obligation of Originator any Seller or any other Person arising in connection with the ReceivablesReceivables or any agreement relating thereto, including any obligation to any Obligor. (d) In connection with the related Contractsforegoing conveyances, each Seller agrees to record and file, at its own expense, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables and Related Security or any other obligations now existing and hereafter acquired by the Company from the Sellers meeting the requirements of Originator. In view applicable state law in such manner and in such jurisdictions as are necessary to perfect the purchases of the intention of Receivables and Related Security by the parties hereto that Company from the Purchases of Receivables made hereunder shall constitute sales of Sellers, and to deliver such Receivables rather than loans secured thereby, Originator agrees, financing statements to the Company on or prior to the Initial Cutoff Date Effective Date. (e) In connection with the foregoing conveyances, each Seller agrees at its own expense, as agent of the Company, (i) to indicate on the computer files and in accordance with Section 4.1(f)(ii), to mxxx its master data processing other physical records relating to the Receivables with (by means of a general legend acceptable to Buyer that will automatically appear at or near the beginning of any list or print-out of the Receivables) that, unless otherwise specifically identified on such list or print-out as a Receivable not so sold or transferred, all Receivables included in such list or print-out and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables Related Security have been sold to Buyer. Upon the request Company in accordance with this Agreement and (ii) to deliver to the Company computer files or microfiche lists containing true and complete lists of Buyer or the Program Agent (as Buyer’s assignee)all such Receivables, Originator will execute identified by Obligor and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in by the Receivables balance as of a date acceptable to the Company prior to the Effective Date. Such files or lists shall be delivered to the Company as confidential and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestproprietary.

Purchase of Receivables. (a) Upon the terms and subject Pursuant to the conditions hereofOriginal Receivables Sale Agreement, Buyer hereby agrees Originator has sold to purchaseBuyer, and Originator hereby agrees without recourse (except to sellthe extent expressly provided therein), all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the day immediately prior to the closing date of the Original Receivables Sale Agreement and all Receivables arising thereafter, in each case, with all Related Security relating thereto and all Collections thereof. Originator and Buyer hereby reaffirm that purchase and sale, and, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator's right, title and interest in and to all Receivables hereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, ; provided that Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “"sale of accounts” " (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx its master data processing records cause all Receivable reports relating to the Receivables with to bear a legend acceptable to Buyer and to the Program Agent (or any Managing Agent, as Buyer’s assignee)'s assignees, evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (or any Managing Agent, as Buyer’s assignee)'s assignees, Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (or any Managing Agent, as Buyer’s assignee) 's assignees, may reasonably request.

Purchase of Receivables. (a) Upon The Originator and, with respect to the Initial Closing Date, the Initial Seller, each hereby sells, assigns, transfers and conveys to the Purchaser on each Purchase Date, on the terms and subject to the conditions hereofspecifically set forth herein, Buyer hereby agrees all of its respective right, title and interest, in, to purchaseand under (i) all Receivables, other than Non-Purchased 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 Installment Contracts and Revolving Charge Account Agreements, all Related Security and Receivable Files, (ii) all monies due or to become due with respect to the foregoing received on or after the Cut-Off Date, including any Finance Charges arising in respect thereto, and Originator hereby agrees to sellall collateral security therefor, (iii) all proceeds of the foregoing, including, without limitation, insurance proceeds relating thereto and (iv) all Recoveries. (b) On any Purchase Date, all of Originator’s 's and, with respect to the Initial Closing Date, the Initial Seller's right, title and interest in and to all of the Purchased Receivables (each such transactionother than Non-Purchased Receivables shall be sold, a “Purchase”). On assigned, transferred and conveyed to the date of Purchaser by the initial Purchase from Originatorsale, Buyer shall purchase, and Originator shall sellassignment, transfer and conveyconveyance set forth in paragraph (a) above without any further action by the Originator. The Originator and, all of Originator’s right, title and interest in and with respect to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Initial Closing Date, Buyer the Initial Seller must deliver to the Purchaser and the Servicer an updated Receivable Schedule which shall purchaseinclude all newly Purchased Receivables, which updated Receivable Schedule shall be delivered on the Initial Closing Date and thereafter with each Purchase Report delivered pursuant to Section 6.2(a). (c) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by the Purchaser and a sale by the Initial Seller and the Originator of the Purchased Receivables and not as a lending transaction. All sales of Receivables by the Initial Seller and the Originator hereunder shall sellbe without recourse to, or representation or warranty of any kind (express or implied) by, the Originator, except as otherwise specifically provided herein. The foregoing sale, assignment, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale conveyance does not constitute and is not intended to result in an a creation or assumption by Buyer or any assignee thereof the Purchaser of any obligation of Originator the Originator, the Initial Seller or any other Person arising in connection with the Purchased Receivables, the related Contracts, the Related Security Contracts or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records agreements relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestincluding, without limitation any obligation to any Obligor.

Purchase of Receivables. (a) Upon A. We agree that our Allstate Factors Division will do all of its factoring business through you as its sole re-factor and we hereby assign and sell to you as absolute owner all Receivables that our Allstate Factors Division acquires from its Clients. We represent and warrant that each and every Receivable now or hereafter assigned to you will be a bona fide and existing obligation of a customer of a Client, owned by and owing to us, arising out of the terms sale and subject delivery of goods by a Client or the rendition of services by a Client, free and clear of any and all deductions, Disputes, liens, security interests and encumbrances other than Permitted Liens. B. You agree to and do hereby purchase without recourse to us, except as set forth hereinafter, all Receivables approved by you in accordance with Section IE below. You agree to and do hereby assume the risk of non-payment on such Receivables, if nonpayment is due solely to the conditions hereoffinancial inability of the customer to make payment at the due date of the Receivable, Buyer hereby agrees to purchaseprovided the customer has, at such due date, and Originator thereafter, received and finally accepted the merchandise or services giving rise to such Receivables without any Dispute. C. Receivables not approved by you in accordance with Section IE below are assigned to and purchased by you with full recourse to us in the event of non- payment thereof for any reason. D. In addition, we hereby agrees to sell, assign and transfer to you all of Originator’s right, title and interest in and to the merchandise, the sale of which resulted in creation of Receivables, and in all such merchandise that may be returned by customers and all causes of action and rights in connection therewith, which may now exist or which may hereafter arise, including all rights of reclamation, replevin and stoppage in transit and all rights of an unpaid vendor of merchandise or services as a lienor. We hereby agree upon your instruction to promptly take any and all action necessary for you to enforce your rights of reclamation, replevin and stoppage in transit and in the event of our failure to do so, you shall be authorized to exercise any such right in our or the Client's name or in any manner you deem appropriate. Any merchandise so recovered shall be treated as returned merchandise, and shall be set aside, marked with your name and held for your account as owner. You shall be promptly notified of all such returned merchandise. E. No purchase of any Receivable by you shall be deemed to be made pursuant to Section IB above unless the sale of merchandise or rendition of services resulting in such Receivable shall have been made with your prior written approval of the Receivables amount and terms of such sale or rendition of services and the credit standing of the customer, and you shall have the right to withdraw such approval at any time before actual delivery of such merchandise or rendition of such services. Each credit approval shall be automatically withdrawn in the event the terms of sale are changed without your written approval or in the event the shipment of goods or rendition of services shall not be made or performed within thirty (each such transaction, a “Purchase”). On 30) days from the completion date specified in the credit approval or within thirty (30) days from the date of the initial Purchase from Originatorcredit approval, Buyer shall purchaseif no completion date is specified. When a credit approval specifies special terms and conditions, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator credit approval shall be deemed automatically withdrawn when such special terms and conditions are not complied with. You shall not be liable in any manner or respect for refusing to Buyer for all representations, warranties and covenants made by Originator pursuant to accept or approve any Receivable or the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof credit standing of any obligation of Originator customer or for withdrawing any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables approval as provided in this Agreement and Section IE. F. On billing terms of "10 E.O.M." such terms shall mean with respect to note in its financial statements invoices dated from the Ist day through the 19th day of a month that the Receivables have been sold to Buyer. Upon due date of such invoice is "10 days after the request end of Buyer or the Program Agent (as Buyer’s assignee)such month"; and, Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect theretoto invoices dated on or after the 20th day of the month, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestdue date shall be "10 days after the end of the next following month."

Purchase of Receivables. (a) Upon The Seller hereby sells, assigns, transfers and conveys to the Purchaser on the Closing Date, on the terms and subject to the conditions hereofspecifically set forth herein, Buyer hereby agrees to purchase, and Originator hereby agrees to sellbut without recourse except as provided herein, all of Originatorits right, title and interest, in (i) each Contract listed on the Receivables Schedule on the Closing Date, (ii) all Receivables related thereto and all Collections received thereon after the applicable Purchase Date, (iii) all Related Security, (iv) all products of the foregoing, (v) all Recoveries relating thereto, and (vi) all proceeds of the foregoing (items specified in clauses (ii) through (vi), collectively the “Related Rights”). Table of Contents (b) On each Purchase Date occurring after the Closing Date, all of the Seller’s right, title and interest in, to and under the Contracts identified on the Funding Request for such Purchase Date and the Related Rights shall be sold, assigned, transferred and conveyed to the Purchaser, without the need for any further action by the parties hereto, on the terms and subject to the conditions specifically set forth herein, but without recourse except as provided herein. In connection with each sale hereunder occurring after the Closing Date, the Seller shall deliver to the Purchaser and the Servicer, on the applicable Purchase Date (or if such Purchase Date is not a Business Day, on the immediately following Business Day), a Funding Request which shall include a list of all Contracts sold on such Purchase Date. (c) The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a sale by the Seller of the Receivables, as applicable, and not as a lending transaction. All sales of Receivables by the Seller hereunder shall be without recourse to, or representation or warranty of any kind (express or implied) by, the Seller, except as otherwise specifically provided herein. (d) Notwithstanding Section 2.1(a) above or any other provision of this Agreement, the Purchaser hereby advises the Seller that the Purchaser is acquiring, through the ECL Master Trust, only the beneficial interest in any Contracts and Related Rights sold pursuant to this Agreement and not the legal title to any such Contracts or Related Rights. Accordingly, the Purchaser hereby authorizes and instructs the Seller to transfer legal title to all such Contracts and Related Rights to the Owner Trustee, not in its individual capacity but solely in its capacity as owner trustee for the ECL Master Trust, and to record in its records the Owner Trustee as the holder of such legal title. The Purchaser hereby further advises the Seller that the Purchaser intends to transfer to one or more of the Xxxxxxxxx Investors, immediately or promptly after the Purchaser’s acquisition thereof, the beneficial interest in all of the Receivables (Contracts and Related Rights which the Purchaser acquires pursuant to this Agreement. The Seller hereby consents to each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant the Purchaser to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestXxxxxxxxx Investor.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of each Originator’s right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date (other than the Initial Contributed Receivables) and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On each Business Day thereafter until the Termination Monthly Reporting Date, each Originator shall (or shall require the Master Servicer to) deliver to Buyer shall purchasea report in substantially the form of Exhibit VII (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by such Originator to Buyer during the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat the related Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each the sale of Receivables hereunder is made without recourse to Originator; provided any Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of any Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price (which may be satisfied in connection with a capital contribution in accordance with Section 1.1(b)) and upon the terms and subject to the conditions set forth herein, (i) effective on the date hereof, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof, together, in each case, with all Related Security relating thereto and all Collections thereof and (ii) from and after the date hereof, each Originator hereby agrees to sell, assign, transfer, set over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer hereby agrees to purchase from such Originator, all of such Originator's right, title and interest in and to all Receivables originated by it from and after the date hereof together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of such Originator's right, title and interest in and to all Receivables originated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, ; and Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2 (which may be satisfied in connection with a capital contribution made pursuant to Section 1.1(b)). In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originators deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) Jabil has agreed to offset the Buyer's obligation to pay the Purchase Price for Receivables conveyed on the date hereof by amounts owed by Jabil to Buyer on account of the issuance of Buyer's equity pursuant to the Subscription Agreement. Jabil may elect to offset the Buyer's obligation to pay the Purchase Price for Receivables conveyed to Buyer from Jabil on any day after the date hereof if the Purchase Price is not paid in full in accordance with Section 1.2(b) first and second, by making a capital contribution pursuant to the Subscription Agreement and thereby increasing the value of Jabil's equity interest in the Buyer. The Buyer agrees to offset the amount of such contributions against the Purchase Price for such Receivables. Any such capital contribution shall be confirmed in writing by Jabil and the Buyer on the Initial Cutoff Date or the next applicable Settlement Date, as applicable, and shall satisfy, and constitute the payment of, the payment of the Purchase Price for the Receivables so contributed. All of the Receivables so paid for through such offset shall constitute purchased Receivables hereunder and shall be subject to all of the representations, warranties and indemnities made hereunder. (c) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of "accounts” " (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided any Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of the applicable Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.'s

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Second Step Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer SunGard Financing hereby agrees sells, assigns, transfers, sets over and otherwise conveys to purchaseSunGard Funding, without recourse (except to the extent expressly provided herein), and Originator SunGard Funding does hereby agrees to sellpurchase from SunGard Financing, all of Originatorits right, title and interest in and to all of the Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date hereof and all of the Assets and SunGard Financing Related Security thereafter arising through and including the Amortization Date. In accordance with the preceding sentence, on the date hereof SunGard Funding shall acquire all of SunGard Financing’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On Assets and the SunGard Financing Related Security existing as of the close of business on the Business Day immediately prior to the date of hereof and thereafter arising through and including the initial Amortization Date; provided, that, SunGard Funding shall pay the Second Step Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest Price therefor in and to all Receivables then outstanding, together accordance with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestSection 1.2. (b) It is the intention of the parties hereto that each the Purchase of Receivables included in the Assets made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCCUniform Commercial Code), which sales are sale is absolute and irrevocable and shall provide Buyer provides SunGard Funding with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each The sale of Receivables hereunder is made without recourse to Originator; provided SunGard Financing; provided, however, that (i) Originator SunGard Financing shall be liable to Buyer SunGard Funding for all representations, warranties and covenants made by Originator pursuant to the terms of Sellers under the Transaction Documents to which Originator is a partyFirst Step Agreement and by SunGard Financing hereunder, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer SunGard Funding or any assignee thereof of any obligation of Originator any Seller, SunGard Financing or any other Person arising in connection with the Receivables, the related Contracts, the Seller Related Security and/or the SunGard Financing Related Security or any other obligations of OriginatorSellers or SunGard Financing. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesSunGard Financing will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(h), (x) indicate clearly and unambiguously in its computer files that all Receivables have been or will be conveyed to mxxx its master data processing records relating SunGard Funding pursuant to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to (y) note in its financial statements accounting records that the Receivables have been sold to BuyerSunGard Funding. Upon the request of Buyer or SunGard Funding, the Program Agent (as Buyer’s assignee), Originator Transferor will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of BuyerSunGard Funding’s ownership interest in the Receivables Assets and the SunGard Financing Related Security and Collections with respect theretoSecurity, or as Buyer or the Program Agent (as Buyer’s assignee) SunGard Funding may reasonably request.

Purchase of Receivables. (a) Upon On each Purchase Date prior to the Termination Date, and subject to and upon the terms and subject conditions set forth in this Agreement, the Seller shall sell, transfer, convey and assign to the conditions hereofPurchaser, Buyer hereby agrees to purchasewithout recourse, except as expressly provided in the Program Documents, on and Originator hereby agrees to sellas of such Purchase Date, all of Originatorthe Seller’s right, title and interest in, to and under the Receivables and the Collections and Ancillary Rights with respect thereto relating to Shares issued by each Fund for the period from the immediately preceding Sale Cut-off Date in and to all respect of the Receivables of each Fund (each such transaction, a “Purchase”). On the date of which for the initial purchase of Receivables of a Fund hereunder shall be deemed to mean the Other Purchasers’ End Date) to and including the Sale Cut-off Date specified in the Purchase from Originator, Buyer shall purchaseNotice with respect thereto, and Originator the Purchaser shall sell, transfer purchase from the Seller such Receivables and convey, all the Collections and Ancillary Rights with respect thereto for an amount equal to the aggregate Purchase Prices payable in respect of Originator’s such Receivables. Such right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii)in, to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased under such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security Collections and Collections Ancillary Rights with respect theretothereto shall automatically vest in the Purchaser upon the Purchaser’s payment of the Purchase Price. Each of the Seller, or the Distributor and the Transferor acknowledges that the Purchaser shall be entitled to take all actions it considers reasonable to collect from the respective Companies and Funds all payments in respect of the Purchased Receivables as Buyer or and when the Program Agent (as Buyer’s assignee) may reasonably requestsame shall become due. Each of the Seller, the Distributor and the Transferor hereby irrevocably authorizes and empowers the Purchaser to demand, xxx for, collect and receive payment of any funds due with respect to the Purchased Receivables in its name, if required in the judgment of the Purchaser.

Purchase of Receivables. (a) Upon the terms and subject to the conditions hereof, Buyer hereby agrees to purchasebuy, and Originator hereby agrees to sell, all of Originator’s 's right, title and interest in and to all of the its Receivables (each such transaction, a “"Purchase”"). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s 's right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination DateDate with respect to Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, Purchase all of Originator’s 's right, title and interest in and to all Receivables which were not previously purchased Purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “"sale of accounts” " (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.32.3, each sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii5.1(e)(ii), to mxxx mark its master data processing records recxxxx relating to the Receivables with a legend acceptable to Buyer and to the Program Deal Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Deal Agent (as Buyer’s 's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Deal Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer IPCO does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from IPCO, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of OriginatorIPCO’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the date hereof and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of IPCO’s right, title and interest in and to all Receivables existing as of the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3. (b) On the 12th day of each month hereafter (or if any such day is not a Business Day, on the next succeeding Business Day thereafter until thereafter, IPCO shall deliver to Buyer a report in substantially the Termination Date, form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by IPCO to Buyer shall purchaseduring the Settlement Period then most recently ended. In addition to, and Originator shall sellnot in limitation of, transfer and conveythe foregoing, all in connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat IPCO deliver, and Originator IPCO shall deliver, such approvals, opinions, information, reports information or documents as Buyer may reasonably request. (bc) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.31.4, each the sale of Receivables hereunder is made without recourse to Originator; provided IPCO; provided, however, that (i) Originator IPCO shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by Originator IPCO pursuant to the terms of the Transaction Documents to which Originator IPCO is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator IPCO or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of OriginatorIPCO. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesIPCO agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Administrative Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Administrative Agent (as Buyer’s assignee), Originator IPCO will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Administrative Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon A. We agree that we will do all of our business through you as our sole factor and hereby assign and sell to you as absolute owner all Receivables. We represent and warrant that each and every Receivable now or hereafter assigned to you will be a bona fide and existing obligation of a customer of ours, owned by and owing to us, arising out of the terms sale and subject delivery of goods by us or the rendition of services by us, free and clear of any and all deductions, Disputes, liens, security interests and encumbrances. B. You agree to and do hereby purchase without recourse to us, except as set forth hereinafter, all Receivables approved by you in accordance with Section 1E below. You agree to and do hereby assume the risk of non-payment on such Receivables, if nonpayment is due solely to the conditions hereoffinancial inability of our customer to make payment at the due date of the Receivable, Buyer hereby agrees to purchaseprovided the customer has, at such due date, and Originator thereafter, received and finally accepted the merchandise or services giving rise to such Receivables without any Dispute. C. Receivables not approved by you in accordance with Section 1E below are assigned to and purchased by you with full recourse to us in the event of nonpayment thereof for any reason. D. In addition, we hereby agrees to sell, assign and transfer to you all of Originator’s our right, title and interest in and to the merchandise, the sale of which resulted in creation of Receivables, and in all such merchandise that may be returned by customers and all causes of action and rights in connection therewith, which we now have or may hereafter acquire, including our rights of reclamation, replevin and stoppage in transit and as an unpaid vendor of merchandise or services as a lienor. We hereby agree upon your instruction to promptly take any and all action necessary for you to enforce your rights of reclamation, replevin and stoppage in transit and in the event of our failure to do so, you shall be authorized to exercise any such right in our name or in any manner you deem appropriate. Any merchandise so recovered shall be treated as returned merchandise, and shall be set aside, marked with your name and held for your account as owner. We shall notify you promptly of all such returned merchandise. E. No purchase of any Receivable by you shall be deemed to be made pursuant to Section 1B above unless the sale of merchandise or rendition of services by us resulting in such Receivable shall have been made with your prior written approval of the Receivables amount and terms of such sale or rendition of services and the credit standing of our customer, and you shall have the right to withdraw such approval at any time before actual delivery of such merchandise or rendition of such services. Each credit approval shall be automatically withdrawn in the event the terms of sale are changed without your written approval or in the event the shipment of goods or rendition of services shall not be made or performed within thirty (each such transaction, a “Purchase”). On 30) days from the completion date specified in the credit approval or within thirty (30) days from the date of the initial Purchase from Originatorcredit approval, Buyer shall purchaseif no completion date is specified. When a credit approval specifies special terms and conditions, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator credit approval shall be deemed automatically withdrawn when such special terms and conditions are not complied with. You shall not be liable in any manner or respect for refusing to Buyer for all representations, warranties and covenants made by Originator pursuant to accept or approve any Receivable or the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof credit standing of any obligation customer of Originator ours or for withdrawing any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables approval as provided in this Agreement and Section 1E. F. On billing terms of "10 E.O.M." such terms shall mean with respect to note in its financial statements invoices dated from the 1st day through the 19th day of a month that the Receivables have been sold to Buyer. Upon due date of such invoice is "10 days after the request end of Buyer or the Program Agent (as Buyer’s assignee)such month"; and, Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect theretoto invoices dated on or after the 20th day of the month, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestdue date shall be "10 days after the end of the next following month."

Purchase of Receivables. (a) Upon On the RTA Effective Date, and in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer hereby agrees each Seller shall individually sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator hereby agrees to sellBuyer shall purchase from each Seller, all of Originator’s each such Seller's right, title and interest in and to those Receivables identified on the Schedule of Legacy Eagle Crest Receivables (the "Schedule of Legacy Eagle Crest Receivables") attached as Schedule B hereto (the "Purchase"). In accordance with the preceding sentence, on the RTA Effective Date, Buyer shall acquire all of the Seller's right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingReceivables, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until The acquisition by Buyer of the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest of each Seller in the Receivables in connection with the Purchase is conditioned upon and subject to all Receivables which were not previously purchased by Buyer hereunder, together such Seller's receipt of the Purchase Price therefor in each case accordance with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestSection 1.2. (b) In connection herewith, each Seller shall deliver to the Custodian, for each Originated Receivable on the Schedule of Legacy Eagle Crest Receivables, each Receivable Document listed in the definition of "Receivable Documents". (c) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute constitutes a “sale of accounts” (as such term is used in Article 9 of the UCC)"true sale", which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except with respect to the recourse provisions set forth in Section 1.4 below, and except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed adjustments for dilution pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided any of the Sellers; provided, however, that (i) Originator a Seller shall be liable to Buyer for all representations, warranties and covenants made by Originator such Seller pursuant to the terms of the Transaction Documents to which Originator is a partyhereof, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator such Seller or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originatorsuch Seller. In view of the intention of the parties hereto that the Purchases of Receivables Purchase made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreeseach Seller agrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(iiSections 4.1(e)(ii) and 4.2(f), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the such Receivables have been sold to Buyer. Upon the request of Buyer Buyer, RPA Seller or the Program Agent (as Buyer’s assignee's assignees), Originator each Seller or its Affiliate will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, Financing Statements and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer Buyer, RPA Seller or the Program Agent (as Buyer’s assignee's assignees) may reasonably request.

Purchase of Receivables. (a) Upon In consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer (a) effective as of its Applicable Closing Date, each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingoriginated by it and existing as of the close of business on the Business Day immediately prior to such Applicable Closing Date, together, in each case, with all Related Security relating thereto and all Collections thereof and (b) from and after its Applicable Closing Date, each Originator hereby agrees to sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer hereby agrees to purchase from such Originator, all of such Originator’s right, title and interest in and to all Receivables originated by it from and after its Applicable Closing Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, Buyer shall acquire all of each Originator’s right, title and interest in and to all Receivables originated by it and existing as of the close of business on the Business Day immediately prior to its Applicable Closing Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, and Buyer shall purchasebe obligated to pay the Purchase Price for each Receivable, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all its Related Security relating thereto and all Collections thereofin accordance with Section 1.2. Prior to making In connection with the initial payment of the Purchase Price for any Receivable purchased hereunder, Buyer may request of Originatorthat the applicable Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto , it being understood that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does will not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising request supplemental opinions more than once every 5 years except in connection with the Receivables, the related Contracts, the Related Security a material change in applicable law or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior a material amendment to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably requestAgreement.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from each Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to the date hereof other than the Previously Sold Receivables (which have been previously sold and assigned to Buyer) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of such Originator's right, title and interest in and to all Receivables existing as of the close of business on the Business Day immediately prior to the date hereof (other than the Previously Sold Receivables) and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.2. In connection with consummation of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat each Originator deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC)sale, which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided the Originators; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties warranties, covenants and covenants indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of such Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx mark its master data processing records relating to the Receivables with xxxx a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased pur chased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to BuyerBuyer (it being understood and agreed that the Existing Originators shall have complied with the terms of this sentence prior to the date hereof in accordance with the Original Sale Agreement). Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statementsstate ments, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon [Reserved]. (b) In consideration for the Purchase Price in accordance with Section 1.2 below, and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees to purchase, and Originator hereby agrees to sell, all of Originator’s rightassign, title transfer, set-over and interest in otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), on the date hereof and to all of on each Business Day thereafter until and including the Receivables Termination Date (each such transaction, a “PurchaseTransfer Date”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstandingexisting as of the close of business on the Business Day immediately prior to such Transfer Date, together together, in each case, with all Related Security relating thereto and all Collections thereof. On Buyer hereby agrees to purchase all such Receivables, all Related Security relating thereto and all Collections thereof on each Business Day thereafter until Transfer Date. From and after the Termination Date, Originator shall not be obligated to sell Receivables to Buyer, but may at its option, based on such considerations it determines to be appropriate at the time, including, without limitation, the creditworthiness of Buyer at such time, elect to continue selling Receivables to Buyer. (c) In accordance with clause (b) above, on each Transfer Date, Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunderexisting as of the close of business on the Business Day immediately prior to such Transfer Date, together in each case with all Related Security relating thereto and all Collections thereof. Prior ; and Buyer shall be obligated to making pay the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestPrice therefor in accordance with Section 1.2. (bd) It is the intention of the parties hereto that each Purchase the Purchases of Receivables made hereunder shall constitute a “sale sales” of “accounts” or “payment intangibles” (as each such term is used in Article 9 of the UCC), which sales, along with the sales of the Related Security and Collections hereunder, are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables and such Related Security and Collections. The parties hereto intend that Originator retain no interest in the Receivables, the Related Security and the Collections transferred to Buyer hereunder. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale the sales of Receivables Receivables, the Related Security and the Collections hereunder is are made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator in favor of Buyer pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does sales do not constitute and is are not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and execute, deliver and, if applicable, file such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon the terms The Seller does hereby sell, transfer, assign, set-over, and subject otherwise convey to the conditions hereofPurchaser, Buyer hereby agrees to purchase, and Originator hereby agrees to sellwithout recourse except as provided herein, all of Originator’s right, title and interest of the Seller in and to all of the Receivables created on or after the Closing Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries), all proceeds of such Receivables (including Insurance Proceeds) and the Interchange Amount with respect to each such transactionCollection Period commencing on or after the Closing Date (collectively, a “Purchase”the "Purchased Assets"). On the date of the initial Purchase from OriginatorThe foregoing ---------------- transfer, Buyer shall purchaseassignment, set-over and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables then outstanding, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale conveyance does not constitute and is not intended to result in a creation or an assumption by Buyer or any assignee thereof the Purchaser of any obligation of Originator the Seller or any other Person arising in connection with the ReceivablesAccounts, the related ContractsReceivables or under any agreement or instrument relating thereto including, without limitation, any obligation to any Obligors, merchant service establishments or insurers. (b) The Seller, as Transferor under the Related Security or any other obligations of Originator. In view Prior Agreement, confirms that it has transferred, assigned, set-over, and otherwise conveyed to the Trust, for the benefit of the intention Investor Certificateholders, without recourse except as provided in the Prior Agreement, all right, title and interest of the parties hereto that Seller in and to the Purchases of Receivables made hereunder shall constitute sales existing on the Initial Closing Date or created between the Initial Closing Date and the Closing Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries) on and after the Initial Cut-Off Date, all proceeds of such Receivables rather than loans (including Insurance Proceeds) and the Interchange Amount with respect to each Collection Period commencing between the Initial Cut-Off Date and the Closing Date (the "Prior Trust Property"). The -------------------- Seller, as Transferor under the Prior Agreement, confirms that it intended that each transfer of Receivables and other property pursuant to the Prior Agreement constitute a sale, and not a secured therebyborrowing, Originator for all purposes, including for accounting purposes. If and to the extent that, notwithstanding such intent, the transfer of the Prior Trust Property pursuant to the Prior Agreement is not deemed to constitute a sale, the Seller does hereby transfer, assign, set-over, and otherwise convey to the Purchaser, without recourse except as provided herein, all right, title and interest of the Seller in and to the Prior Trust Property. (c) The Seller agrees to record and file (and does hereby authorize the Purchaser to record and file), at the expense of the Seller, financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Purchased Assets and the Prior Trust Property meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and to maintain the perfection and priority of, the sale of the Purchased Assets and the Prior Trust Property by the Seller to the Purchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser on or prior to the Closing Date. (d) The Seller agrees, at its own expense, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii)Closing Date, to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer indicate clearly and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note unambiguously in its financial statements computer files that the Receivables created on or after the Closing Date in connection with the Accounts (other than any Additional Account or any Automatic Additional Account included automatically pursuant to Section 2.2(d)) have been sold to Buyerthe Purchaser pursuant to this Agreement. Upon The Seller further agrees to deliver to the request Purchaser (i) on the Closing Date, a computer file or microfiche list containing a true and complete list of Buyer all such Accounts, identified by account number as of the close of business on the third Business Day preceding the Closing Date and (ii) so long as Automatic Additional Accounts are being included automatically pursuant to Section 2.2(d), on or prior to each Distribution Date, a new computer file or microfiche list containing a true and complete list of all Accounts identified as described in the Program Agent preceding clause (i) as of the last day of the most recent Collection Period or an Officer's Certificate stating that the file or list of Accounts most recently delivered pursuant to this subsection remains a true and complete list of all Accounts. Such file or list shall be marked as Schedule 1 to this ---------- Agreement and is hereby incorporated into and made a part of this Agreement. Any such additional file or list shall be marked as Schedule 1 to this Agreement, ---------- shall replace the then existing Schedule 1 to this Agreement, and shall be ---------- incorporated into and made a part of this Agreement. The Seller agrees, at its own expense, by the end of the Collection Period in which any Transferred Accounts have been originated to indicate clearly and unambiguously in its computer files that the Receivables created in connection with such Transferred Accounts have been transferred to the Purchaser pursuant to this Agreement. (e) The Seller and the Purchaser intend that the transfer of the Purchased Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for all purposes, including for accounting purposes. If and to the extent that, notwithstanding such intent, the transfer of the Purchased Assets pursuant to this Agreement is not deemed to constitute a sale, then the Seller and the Purchaser intend that this Agreement constitute a security agreement under applicable law and the Seller shall be deemed to have granted, and the Seller does hereby grant, to the Purchaser a security interest in all right, title and interest of the Seller in, to and under the Purchased Assets, in each case to secure the payment of the Purchase Price and any and all other payment obligations of the Seller under this Agreement. If this Agreement constitutes the grant of a security interest in the Purchased Assets to the Purchaser, the Seller hereby represents and warrants to the Purchaser, as of the Closing Date, that: (i) this Agreement creates a valid and continuing security interest (as Buyer’s assignee)defined in the UCC of the Relevant UCC State) in the Purchased Assets in favor of the Purchaser, Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereofwhich security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Receivables transferred by the Seller constitute "accounts" within the meaning of the UCC of the Relevant UCC State; (iii) at the time of its transfer of any Purchased Assets to the Purchaser pursuant to this Agreement, the Seller owned and had good and marketable title to such Purchased Assets free and clear of any Lien, claim or encumbrance of any Person (other instruments than any Lien permitted under Section 5.1(b)); (iv) the Seller has caused or noticeswill have caused, as may be necessary or within ten (10) days of the execution of this Agreement, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect and maintain the perfection of Buyer’s ownership security interest in the Receivables and the Related Security and Collections with respect theretoproceeds thereof granted to the Purchaser pursuant to this Agreement; (v) other than the security interest granted to the Purchaser pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in, or as Buyer otherwise conveyed any of the Receivables created on or after the Closing Date or the Program Agent proceeds thereof; (as Buyer’s assigneevi) may reasonably requestthe Seller has not authorized the filing of and is not aware of any financing statements filed against the Seller that include a description of the Receivables other than any financing statement relating to the transfer of the Receivables to the Purchaser pursuant to this Agreement or the security interest granted to the Trustee pursuant to the Restated Agreement or an Assignment or any financing statement that has been terminated; and (vii) the Seller is not aware of any judgment or tax lien filings against the Seller. The representations and warranties set forth in this Section 2.1(e) shall survive the sale of the Receivables to the Purchaser. The representations and warranties set forth in this Section 2.1(e) shall not be waived by any of the parties to this Agreement unless the Rating Agency Condition shall have been satisfied. Upon discovery by the Seller or the Purchaser of a breach of any of such representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other party and to the Trustee. The Seller hereby acknowledges that the Purchaser intends to rely on such representations and warranties in connection with representations and warranties made by the Transferor to the Trustee in the Restated Agreement, and the Seller hereby consents to such reliance. (f) The Seller hereby agrees to perform its obligations under Section 2.1 of the Restated Agreement.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price (which may be satisfied in connection with a capital contribution in accordance with Section 1.1(b)) and upon the terms and subject to the conditions hereofset forth herein, Buyer each Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from such Originator, all of such Originator’s right, title and interest in and to all of the Receivables (each such transaction, a “Purchase”). On the date of the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s 's right, title and interest in and to all Receivables then outstandingoriginated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof and all such Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of such Originator's right, title and interest in and to all Receivables originated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2 (which may be satisfied in connection with a capital contribution made pursuant to Section 1.1(b)). In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originators deliver, and each Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) Jabil may elect to forgive the Buyer's obligation to pay the Purchase Price for Receivables conveyed to Buyer from Jabil by making a capital contribution pursuant to the Subscription Agreement and thereby increasing the value of Jabil's equity interest in the Buyer. The Buyer agrees to offset the amount of such contributions against the Purchase Price for such Receivables. Any such capital contribution shall be agreed to in writing by Jabil and the Buyer on the Initial Cutoff Date or applicable Settlement Date, as applicable, and shall satisfy, and constitute the payment of, the payment of the Purchase Price for the Receivables so contributed. All of the Receivables so paid for through such offset shall constitute purchased Receivables hereunder and shall be subject to all of the representations, warranties and indemnities made hereunder. (c) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of "accounts” " and "chattel paper" (as such term is terms are used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided either Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties and covenants made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of the applicable Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of such Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, each Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s 's assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s 's assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s 's ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s 's assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions hereofset forth herein, Buyer Originator does hereby agrees sell, assign, transfer, set-over and otherwise convey to purchaseBuyer, without recourse (except to the extent expressly provided herein), and Originator Buyer does hereby agrees to sellpurchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the Receivables (each such transaction, a “Purchase”). On close of business on the Business Day immediately prior to the date of hereof and (ii) all Receivables thereafter arising through and including the initial Purchase from OriginatorAmortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables then outstandingthereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof. On each Business Day thereafter until the Termination Date; provided, that, Buyer shall purchase, and Originator shall sell, transfer and convey, all be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of Originator’s right, title and interest in and to all the Purchase Price for any Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originatorthat Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are sale is absolute and irrevocable and shall provide provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each the sale of Receivables hereunder is made without recourse to Originator; provided Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases Purchase of Receivables made hereunder shall constitute sales a sale of such Receivables rather than loans secured thereby, Originator agreesagrees that it will, on or prior to the Initial Cutoff Date date hereof and in accordance with Section 4.1(f)(ii4.1(e)(ii), to mxxx xxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the its Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.

Purchase of Receivables. (a) Upon Effective on the date hereof, in consideration for the Purchase Price paid to each Originator and upon the terms and subject to the conditions hereofset forth herein: (i) Each Specified Originator does hereby sell, Buyer hereby agrees assign, transfer, set-over and otherwise convey to purchaseParent, without recourse (except to the extent expressly provided herein), and Originator Parent does hereby agrees to sellpurchase from such Specified Originator, all of such Specified Originator’s 's right, title and interest in and to all Receivables Originated By such Specified Originator and existing as of the close of business on the Initial Cutoff Date and all Receivables thereafter Originated By such Specified Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof; and (ii) each Other Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from such Other Originator, all of such Other Originator's right, title and interest in and to all Receivables (other than Initial Contributed Receivables) Originated By such Other Originator and existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter Originated By such Other Originator through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof, (A) Parent shall acquire all of each Specified Originator's right, title and interest in and to all of the such Specified Originator's Receivables (each such transaction, a “Purchase”). On the date existing as of the initial Purchase from Initial Cutoff Date and all of such Specified Originator's Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof, and (B) Buyer shall purchase, and Originator shall sell, transfer and convey, acquire all of each Other Originator’s 's right, title and interest in and to all Receivables then outstandingexisting as of the Initial Cutoff Date and all Receivables thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. On Parent shall be obligated to pay the Purchase Price for the Receivables purchased by it from each Business Day thereafter until the Termination DateSpecified Originator hereunder in immediately available funds in accordance with Section 1.3, and Buyer shall purchase, and be obligated to pay the Purchase Price for the Receivables purchased hereunder from each Other Originator shall sell, transfer and convey, all in immediately available funds or with the proceeds of Originator’s right, title and interest a Subordinated Loan in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case accordance with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably requestSection 1.3. (b) It is the intention of the parties hereto that On each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3Reporting Date, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant (or shall require the Servicer to) deliver to the terms applicable Transferee (and the Agent, as its assignee) a report in substantially the form of the Transaction Documents to which Originator is Exhibit VI hereto (each such report being herein called a party, and (ii"PURCHASE REPORT") such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured thereby, Originator agrees, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating respect to the Receivables with a legend acceptable to Buyer and to sold by such Originator during the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to BuyerSettlement Period then most recently ended. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereofIn addition to, and such other instruments or noticesnot in limitation of, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest foregoing, in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.connection

Purchase of Receivables. (a) Upon The Seller hereby sells, assigns, transfers and conveys to the Issuer, on the initial Purchase Date and on each Purchase Date thereafter, on the terms and subject to the conditions hereof, Buyer hereby agrees to purchase, and Originator hereby agrees to sellspecifically set forth herein, all of Originator’s its right, title and interest, in, to and under (a) all Eligible Receivables of the Seller now existing and hereafter originated by the Seller and all payment and enforcement rights (but not any obligations) to, in and under the related Credit Card Agreements, (b) all Collections in respect of such Receivables credited to the related Account on or after the Cut-Off Date and all monies due or to become due with respect to the foregoing and all collateral security therefor, (c) all proceeds of the foregoing, including without limitation Insurance Proceeds relating thereto and (d) all Recoveries. On the initial Purchase Date, all the Seller's right, title and interest in and to all of the Seller's existing Receivables (each such transaction, a “Purchase”). On the date of and after the initial Purchase from Originator, Buyer shall purchase, and Originator shall sell, transfer and conveyDate, all of Originator’s the Seller's right, title and interest in and to all Receivables then outstandingnewly originated by the Seller, together including, without limitation, all Receivables set forth in the initial Daily Report in the case of Receivables sold on the initial Purchase Date and in the most recent Daily Report in the case of all other Receivables, shall be sold, assigned, transferred and conveyed to the Issuer by the sale, assignment, transfer and conveyance set forth in the immediately preceding sentence without any further action by the Seller. (b) DFC hereby sells, assigns, transfers and conveys to the Issuer, on the initial Purchase Date, on the terms and subject to the conditions specifically set forth herein, all of its right, title and interest, in, to and under (a) all Eligible Receivables of DFC now existing and all payment and enforcement rights (but not any obligations) to, in and under the related Credit Card Agreements, (b) all Collections in respect of such Receivables credited to the related Account on or after the Cut-Off Date and all monies due or to become due with respect to the foregoing and all Related Security collateral security therefor, (c) all proceeds of the foregoing, including without limitation Insurance Proceeds relating thereto and (d) all Collections thereofRecoveries. On each Business Day thereafter until the Termination initial Purchase Date, Buyer shall purchase, and Originator shall sell, transfer and convey, all of Originator’s DFC's right, title and interest in and to all Receivables which were not previously purchased by Buyer hereunder, together in each case with all Related Security relating thereto and all Collections thereof. Prior to making the initial Purchase hereunder, Buyer may request of Originator, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request. (b) It is the intention of the parties hereto that each Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sales are absolute and irrevocable and shall provide Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits, Repurchase Prices and Special Adjustment Credits owed pursuant to Section 1.3, each sale of Receivables hereunder is made without recourse to Originator; provided that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts, the Related Security or any other obligations of Originator. In view of the intention of the parties hereto that the Purchases of Receivables made hereunder shall constitute sales of such Receivables rather than loans secured therebyincluding, Originator agreeswithout limitation, on or prior to the Initial Cutoff Date and in accordance with Section 4.1(f)(ii), to mxxx its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Program Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that the Receivables have been sold to Buyer. Upon the request of Buyer or the Program Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Program Agent (as Buyer’s assignee) may reasonably request.all such