Common use of REPRESENTATIONS AND WARRANTIES    18 Clause in Contracts

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 Representations and Warranties of the Seller 18 Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 ARTICLE 5 CONDITIONS OF PURCHASES 23 Section 5.01 Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 ARTICLE 6 COVENANTS 25 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 ARTICLE 7 PURCHASE TERMINATION EVENTS 28 Section 7.01 Purchase Termination Events 28 Section 7.02 Remedies for Purchase Termination Event 29 Section 7.03 Purchase Suspension Events 30 Section 7.04 Remedies for Purchase Suspension Event 30 ARTICLE 8 INDEMNIFICATION 30 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 31 ARTICLE 9 MISCELLANEOUS 31 Section 9.01 Waivers and Amendments 31 TABLE OF CONTENTS (continued) Page Section 9.02 Notices 31 Section 9.03 Assignments and Participations 31 Section 9.04 Confidentiality 32 Section 9.05 Limitation of Liability 32 Section 9.06 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue 33 Section 9.07 Waiver of Jury Trial 33 Section 9.08 Integration; Binding Effect; Survival of Terms 33 Section 9.09 Protection of Ownership Interests of the Purchaser; Collection 33 Section 9.10 Accounting 34 Section 9.11 Counterparts; Severability; Section References 34 Section 9.12 Sale Characterization; Grant of Security Interest 34 Section 9.13 Paramountcy 35 EXHIBITS Exhibit A Form of Receivables Purchase Report Exhibit B Form of Assignment Exhibit C Form of Quebec Assignment Exhibit D Collection Rights Power of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Servicing Appendix This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 22, 2009 among:

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 4.01. Representations and Warranties of the Seller Centurion Relating to Centurion 18 Section 4.02 4.02. Representations and Warranties of Centurion Relating to the AGCO 21 Agreement and the Receivables 19 Section 4.03 4.03. Representations and Warranties of the Purchaser 22 TRS 21 ARTICLE 5 CONDITIONS OF PURCHASES V COVENANTS 23 Section 5.01 5.01. Covenants of Centurion 23 Section 5.02. Records 25 ARTICLE VI REPURCHASE OBLIGATION 26 Section 6.01. Reassignment of Ineligible Receivables 26 Section 6.02. Reassignment of Other Receivables 26 ARTICLE VII CONDITIONS PRECEDENT 28 Section 7.01. Conditions to TRS’s Obligations Regarding Initial Receivables 28 Section 7.02. Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 Centurion’s Obligations 28 ARTICLE 6 COVENANTS 25 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 ARTICLE 7 VIII TERM AND PURCHASE TERMINATION EVENTS 28 30 Section 7.01 8.01. Term 30 Section 8.02. Purchase Termination Events 28 Section 7.02 Remedies for Purchase Termination Event 29 Section 7.03 Purchase Suspension Events 30 Section 7.04 Remedies for Purchase Suspension Event 30 ARTICLE 8 INDEMNIFICATION 30 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 31 ARTICLE 9 IX MISCELLANEOUS PROVISIONS 31 Section 9.01 Waivers and Amendments 9.01. Amendment 31 TABLE OF CONTENTS (continued) Page Section 9.02 9.02. Governing Law 31 Section 9.03. Notices 31 Section 9.03 Assignments and Participations 31 Section 9.04 Confidentiality 9.04. Severability of Provisions 32 Section 9.05 Limitation of Liability 9.05. Assignment 32 Section 9.06 Governing Law9.06. Acknowledgement and Agreement of Centurion 32 Section 9.07. Further Assurances 32 Section 9.08. No Waiver; Consent to Jurisdiction; Waiver of Objection to Venue Cumulative Remedies 33 Section 9.07 Waiver of Jury Trial 9.09. Counterparts 33 Section 9.08 Integration9.10. Binding; Binding Effect; Third-Party Beneficiaries 33 Section 9.11. Merger and Integration 33 Section 9.12. Headings 33 Section 9.13. Schedules and Exhibits 33 Section 9.14. Survival of Terms Representations and Warranties 33 Section 9.09 Protection of Ownership Interests of the Purchaser; Collection 33 Section 9.10 Accounting 9.15. Nonpetition Covenant 34 Section 9.11 Counterparts; Severability; Section References 34 Section 9.12 Sale Characterization; Grant of Security Interest 34 Section 9.13 Paramountcy 35 EXHIBITS Exhibit EXHIBIT A Form of Receivables Purchase Report Exhibit FORM OF AGGREGATE ADDITION ACCOUNT SUPPLEMENTAL CONVEYANCE.............................................................................................. A-1 EXHIBIT B Form of Assignment Exhibit C Form of Quebec Assignment Exhibit D Collection Rights Power of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Servicing Appendix This FORM OF SUPPLEMENTAL CONVEYANCE FOR NEW ACCOUNTS.................................................................................................... B-1 SCHEDULE 1 LIST OF ACCOUNTS .....................................................................................S-1 AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AGREEMENT, dated as of July 29, 2016, by and between AMERICAN EXPRESS CENTURION BANK, a Utah industrial bank (this together with its successors and assigns, “AgreementCenturion”) is entered into as of December 22and AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, 2009 among:INC., a New York corporation (together with its successors and assigns, “TRS”).

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 5.1 Representations and Warranties of the Seller Parties 18 Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 ARTICLE 5 VI CONDITIONS OF PURCHASES 23 Section 5.01 Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 ARTICLE 6 COVENANTS 25 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 ARTICLE 7 PURCHASE TERMINATION EVENTS 28 Section 7.01 Purchase Termination Events 28 Section 7.02 Remedies for Purchase Termination Event 29 Section 7.03 Purchase Suspension Events 30 Section 7.04 Remedies for Purchase Suspension Event 30 ARTICLE 8 INDEMNIFICATION 30 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 31 ARTICLE 9 MISCELLANEOUS 31 Section 9.01 Waivers and Amendments 31 742515825 10446458 i TABLE OF CONTENTS (continued) Page Section 9.02 6.1 Conditions Precedent to Initial Purchase and Deemed Exchange 24 Section 6.2 Conditions Precedent to All Purchases 24 ARTICLE VII COVENANTS 25 Section 7.1 Affirmative Covenants of The Seller Parties 25 Section 7.2 Negative Covenants of The Seller Parties 34 Section 7.3 Hedging Agreements 36 ARTICLE VIII ADMINISTRATION AND COLLECTION 38 Section 8.1 Designation of Servicer 38 Section 8.2 Duties of Servicer 39 Section 8.3 Collection Notices 31 40 Section 9.03 8.4 Responsibilities of Seller 41 Section 8.5 Reports 41 Section 8.6 Servicing Fees 41 ARTICLE IX AMORTIZATION EVENTS 41 Section 9.1 Amortization Events 41 Section 9.2 Remedies 44 ARTICLE X INDEMNIFICATION 45 Section 10.1 Indemnities by The Seller Parties 45 Section 10.2 Increased Cost and Reduced Return 47 Section 10.3 Other Costs and Expenses 48 Section 10.4 Allocations 49 Section 10.5 Accounting Based Consolidation Event 49 Section 10.6 Required Rating 50 ARTICLE XI AGENT 50 Section 11.1 Authorization and Action 50 Section 11.2 Delegation of Duties 50 Section 11.3 Exculpatory Provisions 51 Section 11.4 Reliance by Agent 51 Section 11.5 Non-Reliance on Agent and Other Purchasers 51 Section 11.6 Reimbursement and Indemnification 52 Section 11.7 Agent in its Individual Capacity 52 742515825 10446458 ii TABLE OF CONTENTS (continued) Page Section 11.8 Successor Agent 52 ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 52 Section 12.1 Assignments 52 Section 12.2 Participations 54 Section 12.3 Federal Reserve 55 Section 12.4 Collateral Trustee 55 ARTICLE XIII PURCHASER AGENTS 55 Section 13.1 Purchaser Agents 55 ARTICLE XIV MISCELLANEOUS 56 Section 14.1 Waivers and Participations 31 Amendments 56 Section 9.04 14.2 Notices 57 Section 14.3 Ratable Payments 57 Section 14.4 Protection of Ownership Interests of the Purchasers 57 Section 14.5 Confidentiality 32 58 Section 9.05 14.6 Bankruptcy Petition 59 Section 14.7 Limitation of Liability 32 59 Section 9.06 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue 33 14.8 CHOICE OF LAW 59 Section 9.07 Waiver of Jury Trial 33 14.9 CONSENT TO JURISDICTION 59 Section 9.08 14.10 WAIVER OF JURY TRIAL 60 Section 14.11 Integration; Binding Effect; Survival of Terms 33 60 Section 9.09 Protection of Ownership Interests of the Purchaser; Collection 33 Section 9.10 Accounting 34 Section 9.11 14.12 Counterparts; Severability; Section References 34 61 Section 9.12 Sale Characterization; Grant 14.13 MUFG Roles and Purchaser Agent Roles 61 Section 14.14 Characterization 61 Section 14.15 Excess Funds 62 Section 14.16 Intercreditor Agreement 62 Section 14.17 Confirmation and Ratification of Security Interest 34 Terms 62 Section 9.13 Paramountcy 35 14.18 Consent 63 Section 14.19 USA PATRIOT Act Notice 63 Section 14.20 Acknowledgement Regarding Any Supported QFCs 64 742515825 10446458 iii EXHIBITS Exhibit A I - Definitions Exhibit II - Form of Receivables Purchase Report Notice Exhibit B III - Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV - Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI - Form of Collection Account Agreement Exhibit VII - Form of Assignment Agreement Exhibit C VIII - Credit and Collection Policy Exhibit IX - Form of Quebec Contract(s) Exhibit X - Form of Monthly Report Exhibit XI - Form of Performance Undertaking Exhibit XII - Form of Postal Notice Exhibit XIII - Form of DPP Report SCHEDULES Schedule A - Commitments, Payment Addresses, Conduit Purchase Limits, Purchaser Agents and Related Financial Institutions Schedule B - Documents to be delivered to Agent and Each Purchaser Agent on or prior to the Initial Purchase Schedule C - Payment Instructions iv 742515825 10446458 INDEX OF DEFINED TERMS DEFINED IN THE BODY OF THE AGREEMENT Affected Financial Institution 62 Agent 1 Agent’s Account 7 Aggregate Reduction 5 Amortization Event 47 Asset Portfolio 4 Assignment Exhibit D Collection Rights Power of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Agreement 62 Conduits 1 Consent Notice 24 Consent Period 24 Deemed Exchange 5 Extension Notice 23 Financial Institutions 1 Indemnified Amounts 50 Indemnified Party 50 MUFG 1 MUFG Conduit 1 MUFG Roles 69 Non-Renewing Financial Institution 24 Obligations 6 Other Costs 54 Other Sellers 54 Participant 63 Payment Instruction 5 PDCo 1 Prior Agreement 1 Proposed Reduction Date 4 Purchase 2 Purchase Notice 2 Purchaser Agent Roles 69 Purchaser Agents 1 Purchasing Financial Institutions 62 Ratings Request 53 Reduction Notice 4 Required Ratings 53 RPA Deferred Purchase Price 6 Seller 1 Seller Parties 1 Seller Party 1 Servicer 44 Servicing Appendix This Fee 47 Terminating Financial Institution 24 Terminating Rate Tranche 13 Termination Date 8 Termination Percentage 8 742515825 10446458 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Third Amended and Restated Receivables Purchase Agreement”) is entered into , dated as of December 223, 2009 among:2010, is by and among PDC Funding Company, LLC, a Minnesota limited liability company (the “Seller”), Xxxxxxxxx Companies, Inc., a Minnesota corporation (together with its successors and assigns “PDCo”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “Conduit” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Purchaser Agent” (together with any of their respective successors and assigns hereunder, the “Purchaser Agents”) and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as assignee of JPMorgan, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 5.1 Representations and Warranties of the Seller Parties 18 Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 ARTICLE 5 VI CONDITIONS OF PURCHASES 23 24 Table of Contents (continued) Page Section 5.01 6.1 Conditions Precedent to Initial Purchase 23 and Deemed Exchange 24 Section 5.02 6.2 Conditions Precedent to All Purchases 24 ARTICLE 6 VII COVENANTS 25 Section 6.01 7.1 Affirmative Covenants of The Seller Parties 25 Section 6.02 7.2 Negative Covenants of the The Seller 27 Parties 34 Section 7.3 Hedging Agreements 36 ARTICLE 7 PURCHASE TERMINATION EVENTS 28 VIII ADMINISTRATION AND COLLECTION 38 Section 7.01 Purchase Termination Events 28 8.1 Designation of Servicer 38 Section 7.02 Remedies for Purchase Termination Event 29 8.2 Duties of Servicer 39 Section 7.03 Purchase Suspension Events 30 8.3 Collection Notices 40 Section 7.04 Remedies for Purchase Suspension Event 30 ARTICLE 8 INDEMNIFICATION 30 Section 8.01 Indemnities 30 Section 8.02 8.4 Responsibilities of the Seller 31 41 Section 8.5 Reports 41 Section 8.6 Servicing Fees 41 ARTICLE 9 MISCELLANEOUS 31 IX AMORTIZATION EVENTS 41 Section 9.01 Waivers 9.1 Amortization Events 41 Section 9.2 Remedies 44 ARTICLE X INDEMNIFICATION 45 Section 10.1 Indemnities by The Seller Parties 45 Section 10.2 Increased Cost and Amendments 31 TABLE OF CONTENTS Reduced Return 47 Section 10.3 Other Costs and Expenses 48 Section 10.4 Allocations 49 Section 10.5 Accounting Based Consolidation Event 49 Section 10.6 Required Rating 50 ARTICLE XI AGENT 50 Section 11.1 Authorization and Action 50 Section 11.2 Delegation of Duties 50 Section 11.3 Exculpatory Provisions 51 Section 11.4 Reliance by Agent 51 Section 11.5 Non-Reliance on Agent and Other Purchasers 51 Section 11.6 Reimbursement and Indemnification 52 Section 11.7 Agent in its Individual Capacity 52 Section 11.8 Successor Agent 52 Table of Contents (continued) Page ARTICLE XII ASSIGNMENTS; PARTICIPATIONS 52 Section 9.02 12.1 Assignments 52 Section 12.2 Participations 54 Section 12.3 Federal Reserve 55 Section 12.4 Collateral Trustee 55 ARTICLE XIII PURCHASER AGENTS 55 Section 13.1 Purchaser Agents 55 ARTICLE XIV MISCELLANEOUS 56 Section 14.1 Waivers and Amendments 56 Section 14.2 Notices 31 57 Section 9.03 Assignments and Participations 31 14.3 Ratable Payments 57 Section 9.04 14.4 Protection of Ownership Interests of the Purchasers 57 Section 14.5 Confidentiality 32 58 Section 9.05 14.6 Bankruptcy Petition 59 Section 14.7 Limitation of Liability 32 59 Section 9.06 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue 33 14.8 CHOICE OF LAW 59 Section 9.07 Waiver of Jury Trial 33 14.9 CONSENT TO JURISDICTION 59 Section 9.08 14.10 WAIVER OF JURY TRIAL 60 Section 14.11 Integration; Binding Effect; Survival of Terms 33 60 Section 9.09 Protection of Ownership Interests of the Purchaser; Collection 33 Section 9.10 Accounting 34 Section 9.11 14.12 Counterparts; Severability; Section References 34 61 Section 9.12 Sale Characterization; Grant 14.13 MUFG Roles and Purchaser Agent Roles 61 Section 14.14 Characterization 61 Section 14.15 Excess Funds 62 Section 14.16 Intercreditor Agreement 62 Section 14.17 Confirmation and Ratification of Security Interest 34 Terms 62 Section 9.13 Paramountcy 35 14.18 Consent 63 Section 14.19 USA PATRIOT Act Notice 63 Section 14.20 Acknowledgement Regarding Any Supported QFCs 64 iii EXHIBITS Exhibit A I - Definitions Exhibit II - Form of Receivables Purchase Report Notice Exhibit B III - Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Exhibit IV - Names of Collection Banks; Collection Accounts Exhibit V - Form of Compliance Certificate Exhibit VI - Form of Collection Account Agreement Exhibit VII - Form of Assignment Agreement Exhibit C VIII - Credit and Collection Policy Exhibit IX - Form of Quebec Contract(s) Exhibit X - Form of Monthly Report Exhibit XI - Form of Performance Undertaking Exhibit XII - Form of Postal Notice Exhibit XIII - Form of DPP Report SCHEDULES Schedule A - Commitments, Payment Addresses, Conduit Purchase Limits, Purchaser Agents and Related Financial Institutions Schedule B - Documents to be delivered to Agent and Each Purchaser Agent on or prior to the Initial Purchase Schedule C - Payment Instructions INDEX OF DEFINED TERMS DEFINED IN THE BODY OF THE AGREEMENT Affected Financial Institution 48 Agent 1 Agent’s Account 6 Aggregate Reduction 5 Amortization Event 36 Asset Portfolio 4 Assignment Exhibit D Collection Rights Power of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Agreement 47 Conduits 1 Consent Notice 14 Consent Period 14 Deemed Exchange 5 Extension Notice 14 Financial Institutions 1 Indemnified Amounts 39 Indemnified Party 39 MUFG 1 MUFG Conduit 1 MUFG Roles 55 Non-Renewing Financial Institution 14 Obligations 6 Other Costs 43 Other Sellers 43 Participant 48 Payment Instruction 5 PDCo 1 Prior Agreement 1 Proposed Reduction Date 4 Purchase 2 Purchase Notice 2 Purchaser Agent Roles 55 Purchaser Agents 1 Purchasing Financial Institutions 47 Ratings Request 42 Reduction Notice 4 Required Ratings 42 RPA Deferred Purchase Price 6 Seller 1 Seller Parties 1 Seller Party 1 Servicer 33 Servicing Appendix This Fee 36 Terminating Financial Institution 15 Terminating Rate Tranche 12 Termination Date 8 Termination Percentage 8 THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This Third Amended and Restated Receivables Purchase Agreement”) is entered into , dated as of December 223, 2009 among:2010, is by and among PDC Funding Company, LLC, a Minnesota limited liability company (the “Seller”), Xxxxxxxxx Companies, Inc., a Minnesota corporation (together with its successors and assigns “PDCo”), as initial Servicer (Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), the entities listed on Schedule A to this Agreement under the heading “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), the entities listed on Schedule A to this Agreement under the heading “Conduit” (together with any of their respective successors and assigns hereunder, the “Conduits”), the entities listed on Schedule A to this Agreement under the heading “Purchaser Agent” (together with any of their respective successors and assigns hereunder, the “Purchaser Agents”) and MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as assignee of JPMorgan, as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.