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 Section 5.01 Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 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 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 31 Section 9.01 Waivers and Amendments 31 TABLE OF CONTENTS (continued) 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 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 18 Section 3.2 [Intentionally Omitted.] 20 Section 3.3 Representations and Warranties of the Seller 18 Contributor 20 Section 4.02 3.4 Survival of Representations and Warranties of the AGCO 21 Contributor; Remedy for Breach 29 ARTICLE 4. COVENANTS 29 Section 4.03 Representations and Warranties of the Purchaser 22 Section 5.01 Conditions Precedent to Initial Purchase 23 Section 5.02 Conditions Precedent to All Purchases 24 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative 4.1 Covenants of the Seller 27 Section 7.01 Purchase Termination Events 28 Section 7.02 Remedies for Purchase Termination Event Contributor 29 Section 7.03 Purchase Suspension Events 4.2 Commercially Reasonable Efforts 30 Section 7.04 Remedies for Purchase Suspension Event 30 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller 4.3 Tax Covenants 31 Section 9.01 Waivers and Amendments 4.4 Employee Covenants 31 TABLE ARTICLE 5. POWER OF CONTENTS (continued) Section 9.02 Notices 31 Section 9.03 Assignments and Participations 31 Section 9.04 Confidentiality ATTORNEY 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; 5.1 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 32 Section 5.2 Limitation on Liability 33 Section 5.3 Ratification; Third-Party Reliance 33 ARTICLE 6. RISK OF LOSS 33 ARTICLE 7. MISCELLANEOUS 34 Section 7.1 Defined Terms 34 Section 7.2 Notices 39 Section 7.3 Counterparts 40 Section 7.4 Entire Agreement; Third-Party Beneficiaries 40 Section 7.5 Governing Law 41 Section 7.6 Amendment; Waiver 41 Section 7.7 Assignment 41 Section 7.8 Jurisdiction 41 Section 7.9 Dispute Resolution 41 Section 7.10 Severability 43 Section 7.11 Rules of Closing Documents Schedule IV Interim Servicing Appendix This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as Construction 43 Section 7.12 Time of December 22, 2009 among:the Essence 43 Section 7.13 Descriptive Headings 43 Section 7.14 No Personal Liability Conferred 43 Section 7.15 Changes to Form Agreements 44 Section 7.16 Further Assurances 44 Section 7.17 Reliance 44 Section 7.18 Survival 44 Section 7.19 Equitable Remedies; Limitation on Damages 44

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 Representations 5.1 Existence and Warranties of the Seller Standing 18 Section 4.02 Representations 5.2 Authorization and Warranties Validity 18 Section 5.3 No Conflict, Government Consent 18 Section 5.4 Financial Statements 19 Section 5.5 Taxes 19 Section 5.6 Litigation and Contingent Obligations 19 Section 5.7 Subsidiaries 19 Section 5.8 ERISA 19 Section 5.9 Accuracy of the AGCO Information 20 Section 5.10 Federal Reserve Regulations 20 Section 5.11 Material Agreements 20 Section 5.12 Compliance With Laws 20 Section 5.13 Properties 20 Section 5.14 Plan Assets, Prohibited Transactions 21 Section 4.03 Representations and Warranties of the Purchaser 5.15 Environmental Matters 21 Section 5.16 Insurance Law Matters 21 Section 5.17 Investment Company Act 21 Section 5.18 Public Utility Holding Company 21 Section 5.19 Post-Retirement Benefits 22 Section 5.01 Conditions Precedent to Initial Purchase 23 5.20 Insurance 22 Section 5.02 Conditions Precedent to All Purchases 5.21 Solvency 22 Section 5.22 Labor Matters 22 Section 6.1 Financial Reporting 23 Section 6.2 Use of Proceeds 24 Section 6.01 Affirmative Covenants 6.3 Notice of Default 24 Section 6.4 Conduct of Business 24 Section 6.5 Taxes 24 Section 6.6 Compliance with Laws 24 Section 6.7 Maintenance of Properties 24 Section 6.8 Books and Records; Inspection 25 Section 6.02 Negative 6.9 Indebtedness 25 Section 6.10 Merger 25 Section 6.11 Sale of Assets 25 Section 6.12 Investments and Acquisitions 25 Section 6.13 Liens 25 Section 6.14 Affiliates 26 Section 6.15 Off-Balance Sheet Liabilities 26 Section 6.16 Contingent Obligations 26 Section 6.17 Financial Contracts 26 Section 6.18 Financial Covenants of the Seller 27 Section 7.01 Purchase Termination Events 6.19 No Amendments to Certain Documents and Agreements 27 Section 6.20 Depository/Banking Services 27 Section 6.21 Other Amounts Deemed Loans 27 Section 6.22 Further Assurances 27 Section 6.23 AM Best Rating 27 Section 6.24 Loans and Advances to Employees 28 Section 7.02 Remedies for Purchase Termination Event 29 6.25 Annual Lease Expense 28 Section 7.03 Purchase Suspension Events 6.26 Dividend Payments from Subsidiaries 28 Section 8.1 Acceleration 30 Section 7.04 Remedies for Purchase Suspension Event 8.2 Preservation of Rights 30 Section 8.01 Indemnities 8.3 Setoff 30 Section 8.02 Responsibilities 9.1 Survival of the Seller Representations 31 Section 9.01 Waivers and Amendments 31 TABLE OF CONTENTS (continued) Section 9.02 Notices 9.2 Governmental Regulation 31 Section 9.03 Assignments and Participations 9.3 Headings 31 Section 9.04 9.4 Entire Agreement 31 Section 9.5 Benefits of this Agreement 31 Section 9.6 Expenses; Indemnification 31 Section 9.7 Severability of Provisions 32 Section 9.8 Nonliability of Lenders 32 Section 9.9 Confidentiality 32 Section 9.05 Limitation of Liability 9.10 Nonreliance 32 Section 9.06 Governing Law; 9.11 Disclosure 32 Section 9.12 Amendments 33 Section 9.13 Notices 33 Section 9.14 Change of Address 33 Section 9.15 Counterparts 33 Section 9.16 Choice of Law 33 Section 9.17 Consent to Jurisdiction; Waiver of Objection to Venue Jurisdiction 33 Section 9.07 9.18 Assignments 33 Section 9.19 Participations 34 Section 9.20 Dissemination of Information 34 Section 9.21 Important Information About Procedures Required by the USA Patriot Act 34 Section 9.22 Waiver of 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 9.23 Interest Rate Limitation 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 9.24 Warrant of Attorney Schedule I CRA Business Number Schedule II Addresses Schedule III List of Closing Documents Schedule IV Interim Servicing Appendix 35 EXHIBIT A — FORM OF PROMISSORY NOTE EXHIBIT B — FORM OF PROMISSORY NOTE EXHIBIT C — COMPLIANCE CERTIFICATE SCHEDULE 1 — SUBSIDIARIES AND OTHER INVESTMENTS SCHEDULE 2 — INDEBTEDNESS AND LIENS SCHEDULE 5.13 — ADDRESSES OF REAL PROPERTY OWNED OR LEASED BY THE BORROWERS This RECEIVABLES PURCHASE AGREEMENT (this “Credit Agreement”) is entered into , dated as of December 22October 27, 2009 among:2010 is by and among Bancinsurance Corporation, an Ohio corporation (“Bancinsurance”), Fenist, LLC, an Ohio limited liability company (“Fenist”), Fenist Acquisition Sub, Inc., an Ohio corporation (“FASI”, together with Bancinsurance and Fenist, “Borrowers” or individually, “Borrower”), and Fifth Third Bank, an Ohio banking corporation.

REPRESENTATIONS AND WARRANTIES    18. Section 4.01 5.1 Representations and Warranties of the Seller Parties 18 ARTICLE VI CONDITIONS OF PURCHASES 24 742515825 10446458 i Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 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 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 7.01 Purchase Termination Events 28 7.3 Hedging Agreements 36 ARTICLE VIII ADMINISTRATION AND COLLECTION 38 Section 7.02 Remedies for Purchase Termination Event 29 8.1 Designation of Servicer 38 Section 7.03 Purchase Suspension Events 30 8.2 Duties of Servicer 39 Section 7.04 Remedies for Purchase Suspension Event 30 8.3 Collection Notices 40 Section 8.01 Indemnities 30 Section 8.02 8.4 Responsibilities of the Seller 31 41 Section 9.01 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 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 Amendments 31 TABLE OF CONTENTS (continued) 56 Section 9.02 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 EXHIBITS 14.18 Consent 63 Section 14.19 USA PATRIOT Act Notice 63 Section 14.20 Acknowledgement Regarding Any Supported QFCs 64 742515825 10446458 iii 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 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 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 Fee 47 Terminating Financial Institution 24 Terminating Rate Tranche 13 Termination Date 8 Termination Percentage 8 742515825 10446458 This 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 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 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 Centurion’s Obligations 28 ARTICLE VIII TERM AND PURCHASE TERMINATION 30 Section 5.02 Conditions Precedent to All Purchases 24 8.01. Term 30 Section 6.01 Affirmative Covenants 25 Section 6.02 Negative Covenants of the Seller 27 Section 7.01 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 Section 8.01 Indemnities 30 Section 8.02 Responsibilities of the Seller ARTICLE IX MISCELLANEOUS PROVISIONS 31 Section 9.01 Waivers and Amendments 9.01. Amendment 31 TABLE OF CONTENTS (continued) 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 ARTICLE VI CONDITIONS OF PURCHASES 24 Section 4.02 Representations and Warranties of the AGCO 21 Section 4.03 Representations and Warranties of the Purchaser 22 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 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 7.01 Purchase Termination Events 28 7.3 Hedging Agreements 36 ARTICLE VIII ADMINISTRATION AND COLLECTION 38 Section 7.02 Remedies for Purchase Termination Event 29 8.1 Designation of Servicer 38 Section 7.03 Purchase Suspension Events 30 8.2 Duties of Servicer 39 Section 7.04 Remedies for Purchase Suspension Event 30 8.3 Collection Notices 40 Section 8.01 Indemnities 30 Section 8.02 8.4 Responsibilities of the Seller 31 41 Section 9.01 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 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 Amendments 31 TABLE OF CONTENTS (continued) 56 Section 9.02 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 EXHIBITS 14.18 Consent 63 Section 14.19 USA PATRIOT Act Notice 63 Section 14.20 Acknowledgement Regarding Any Supported QFCs 64 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 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 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 Fee 36 Terminating Financial Institution 15 Terminating Rate Tranche 12 Termination Date 8 Termination Percentage 8 This 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.