Exhibit 10.1

EXECUTION COPY

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

DATED AS OF OCTOBER 11, 2013

BETWEEN

SCP DISTRIBUTORS LLC, HORIZON DISTRIBUTORS, INC.,

SUPERIOR POOL PRODUCTS LLC and Poolfx Supply LLC,

as Originators,

AND

SUPERIOR COMMERCE LLC,

as Buyer

TABLE OF CONTENTS

Exhibits and Schedules

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (U.S.)

THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (U.S.) (as the same may be amended, modified, supplemented, amended and restated or otherwise modified from time to time, this “Agreement” ) , dated as of October 11, 2013 (the “Closing Date” ), is by and between (a) SCP Distributors LLC, a Delaware limited liability company ( “SCP Distributors” ), Horizon Distributors, Inc., a Delaware corporation, Superior Pool Products LLC, a Delaware limited liability company, and Poolfx Supply LLC, a Delaware limited liability company (each of the foregoing, together with its successors, an “Originator” and collectively, the “Originators” ), and (b) Superior Commerce LLC, a Delaware limited liability company (the “Buyer” or the “SPE” ). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto or, if not defined in Exhibit I hereto, the meanings assigned to such terms in the RPA (as hereinafter defined), as applicable.

PRELIMINARY STATEMENTS

Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators wishes to sell and assign, and, as applicable, contribute, to the Buyer, and the Buyer wishes to purchase and acquire from such Originators, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Each of the Originators and the Buyer intend the transactions contemplated hereby to be true sales or, as applicable, outright contributions of Receivables from such Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables originated by such Originator, and none of the Originators nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to any Originator.

Following the sale or contribution of Receivables by the Originators, as applicable, the SPE will sell undivided interests in the Receivables and the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of October 11, 2013 (as the same may from time to time hereafter be amended, supplemented, restated, amended and restated or otherwise modified, the “RPA” ) among the SPE, as Seller, SCP Distributors LLC, as initial Servicer, the purchasers from time to time party thereto (the “Purchasers” ), and Wells Fargo Bank, National Association, as administrative agent for the Purchasers (the “Administrative Agent” ).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CONTRIBUTIONS AND SALES

Section 1.1. Initial Contribution . Upon the terms and subject to the conditions set forth herein, SCP Distributors hereby contributes to the capital of the Buyer, without recourse (except to the extent expressly provided in this Agreement), and the Buyer hereby accepts as a capital contribution from SCP Distributors, all of SCP Distributors’ right, title and interest in and to SCP Distributors’ Receivables existing as of the close of business on the Cut-Off Date having an aggregate Outstanding Balance of at least $4,174,759 (the “Initial Contributed Receivables” and, together with the Additional Contributed Receivables, as hereinafter defined, “Contributed Receivables” ) together with all Related Security relating thereto and all Collections thereof.

Section 1.2. Purchases of Receivables; Intention of the Parties .

(a) Effective on the Closing Date, in consideration of the Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Originators hereby sells, assigns, transfers, sets-over and otherwise conveys to the Buyer, without recourse (except to the extent expressly provided in this Agreement), and the Buyer hereby purchases from such Originator, all of such Originator’s right, title and interest in and to (i) all Receivables (other than, if applicable, Contributed Receivables) originated by such Originator and existing as of the close of business on the Cut-Off Date, (ii) all Receivables (other than, if applicable, Contributed Receivables) originated by such Originator thereafter through and including the Termination Date, and (iii) all Related Security and Collections of the aforementioned Receivables, in each case, whether now owned and existing or hereafter arising or acquired. The Buyer shall be obligated to pay the Purchase Price for the Receivables purchased from each Originator hereunder in accordance with Section 1.3 . In connection with each acquisition of Receivables hereunder, the Buyer may request that each Originator deliver, and such Originator shall deliver, such approvals, opinions, information, reports or documents as the Buyer reasonably requests.

(b) It is the intention of the parties hereto that each sale or contribution of any Receivables by an Originator shall constitute a true sale or contribution which is absolute and irrevocable and provides the Buyer with the full benefits of ownership of such Receivables and the associated Related Security and Collections. Except for the Purchase Price Credits owed pursuant to Section 1.4 , each sale and contribution of Receivables hereunder is made without recourse to any Originator; provided, however, that (i) each Originator shall be liable to the Buyer for all representations, warranties, covenants and 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 any Originator or any other Person arising in connection with the Receivables, the related Contracts and/or the other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that each sale and contribution of Receivables made hereunder shall constitute a true sale or contribution of such Receivables rather than a loan secured thereby, each of the Originators agrees that it has marked, in accordance with Section 4.1(e)(ii) , its general ledger relating to the Receivables originated by it with a legend reasonably acceptable to the Buyer and to the Administrative Agent (as the Buyer’s assignee), evidencing that the Buyer has acquired such Receivables as provided in this Agreement and noting in its financial statements that its Receivables have been sold to the Buyer or its assigns. Upon the request of the Buyer or the Administrative Agent (as the Buyer’s assignee), each of the Originators will execute (if required) and file or authorize the filing of 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 of the Receivables

originated by such Originator and the Related Security and Collections with respect thereto, or as the Buyer or the Administrative Agent (as the Buyer’s assignee) may reasonably request.

Section 1.3. Payment for the Receivables .

(a) The Purchase Price for Receivables originated by each Originator and in existence as of the close of business on the Cut-Off Date (other than Initial Contributed Receivables) shall be paid by the Buyer to the applicable Originator on the Closing Date in the following manner:

(i) By delivery of immediately available funds, to the extent of funds made available to the SPE by the Administrative Agent under the RPA or other cash on hand; and

(ii) The balance, by delivery of the proceeds of a subordinated revolving loan from such Originator to Buyer (each, a “Subordinated Loan ”) in an amount that is not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount, and (C) fifteen percent (15%) of such Purchase Price.

Each Originator is hereby authorized by Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.

(b) The Purchase Price for each Receivable coming into existence after the close of business on the Cut-Off Date (other than Contributed Receivables) shall be due and owing in full by the Buyer to the applicable Originator or its designee on the date each such Receivable comes into existence and shall be payable not later than the Settlement Date immediately following the end of the Calculation Period in which such Receivable came into existence in the manner provided in the following paragraphs (c) and (d).

(c) The Purchase Price for each Receivable described in the preceding paragraph (b) shall be payable by the Buyer to the applicable Originator on the Settlement Date immediately following the end of the Calculation Period in which such Receivable came into existence in the following manner:

first , by delivery of immediately available funds, to the extent of funds then available to the Buyer pursuant to the RPA or from other cash on hand;

second , by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii) ; and

third , solely in the case of Receivables originated by SCP Distributors, by accepting a contribution to the Buyer’s capital in an amount equal to the remaining unpaid balance of such Purchase Price (with any Receivables paid for in the manner described in this clause third being hereinafter referred to as “Additional Contributed Receivables” ).

Subject to the limitations set forth in Section 1.3(a)(ii) , each Originator irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the applicable Subordinated Note and shall be payable solely from funds which the Buyer is not required under the RPA to set aside for the benefit of, or otherwise pay over to, the Administrative Agent or the Purchasers.

(d) Although the Purchase Price for each Receivable (other than an Additional Contributed Receivable) coming into existence after the close of business on the Cut-Off Date shall be due and owing in full by the Buyer to the applicable Originator on the date such Receivable comes into existence, settlement of the Purchase Price between the Buyer and such Originator shall be effected on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Settlement Report delivered by the Servicer pursuant to the RPA for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Notes pursuant to Section 1.3(c) and any contribution of capital by SCP Distributors to Buyer made pursuant to Section 1.3(c) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

Section 1.4. Purchase Price Credit Adjustments .

(a) If, on any day, (i) a Receivable is subject to a Dispute, then such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a credit (each, a “Purchase Price Credit” ) from the applicable Originator in an amount equal to the Outstanding Balance of such Receivable; or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of (A) any cash discount, rebate, refund or other adjustment by such Originator, (B) any setoff, recoupment, defense or counterclaim in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), (C) any mistake by such Originator or the Servicer in computing or reporting the Outstanding Balance thereof, or (D) any governmental or regulatory action, then, on such day, such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a Purchase Price Credit from such Originator in the amount of such reduction or cancellation. Without limiting the foregoing, if, on any day, the Outstanding Balance of a Receivable is reduced as a result of any return of goods, discounts, credits, allowances or anticipation reductions taken by an Obligor, such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a Purchase Price Credit from such Originator in the amount of such return, discount, credit, allowance or anticipation reduction.

(b) If, on any day, any of the representations or warranties of any Originator set forth in Section 2.1(i) , Section 2.1(j) , Section 2.1(r) , Section 2.1(s) or Section 2.1(t) proves to have been untrue when made with respect to any Receivable sold by such Originator to the Buyer, then, on such day, each such Receivable shall become a Disputed Receivable and the Buyer shall be entitled to a Purchase Price Credit from such Originator in an amount equal to the Outstanding Balance of such Receivable.

(c) Each Purchase Price Credit shall be payable to the Buyer by the applicable Originator out of funds not constituting Collections on or before the next succeeding Settlement Date, together with interest until paid, payable monthly in arrears at a rate per annum equal to LMIR (or, if LMIR is not available or has been suspended in accordance with the RPA, the Alternate Base Rate). Purchase Price Credits and interest thereon owing may be netted against the amount of Subordinated Loans and/or against the amount of any Purchase Price then payable by the Buyer to the applicable Originator.

Section 1.5. Payments and Interest Computations . All amounts to be paid or deposited by the Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account designated from time to time by each Originator or as otherwise directed by such Originator. All amounts to be paid or deposited by any Originator hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account designated from time to time by the Buyer or as otherwise directed by the Buyer. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

Section 1.6. Transfer of Records .

(a) In connection with its sale of Receivables by an Originator hereunder, such Originator hereby sells, transfers, assigns and otherwise conveys to the Buyer all of such Originator’s right and title to and interest in the Records relating to such Receivables, without the need for any further documentation in connection with the purchase. In connection with such transfer, such Originator hereby grants to the Buyer, the Servicer and the Administrative Agent an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for the Receivables, to the extent necessary to administer its Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of the Buyer (or the Administrative Agent as its assignee), such -Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b) Each of the Originators (i) shall take such action requested by the Buyer and/or the Administrative Agent (as the Buyer’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that the Buyer has an enforceable ownership interest, and each of its assigns has an enforceable Security Interest, in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that the Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license, sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

Section 1.7. Characterization; Assignment to the Administrative Agent.

(a) If, notwithstanding the intention of the parties expressed in Section 1.2(b) , the sale by any Originator to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale of Receivables by an Originator hereunder shall constitute a true sale, such Originator hereby grants to the Buyer a continuing Security Interest in all of such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Post Office Box, Lock-Box, Lock-Box Account and Collection Account, and all proceeds of the foregoing, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables conveyed by such Originator together with all other obligations of such Originator hereunder, which Security Interest shall be prior to all other Adverse Claims thereto. The Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

(b) Each Originator acknowledges that the Buyer shall assign to the Administrative Agent and its assigns, all of the Buyer’s rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the RPA. Each Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the RPA, have the right to enforce this Agreement and to exercise directly all of the Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to the Buyer’s assigns in the provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. Each Originator further agrees to give to the Administrative Agent copies of all notices it is required to give to the Buyer hereunder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations and Warranties . Each of the Originators hereby represents and warrants to the Buyer on the Closing Date and on each day thereafter while it continues to sell Receivables hereunder that:

(a) Existence and Power . Such Originator is duly organized, validly existing and in good standing as a limited liability company or corporation, as applicable, under the laws of the State of Delaware. Such Originator is duly qualified to do business and is in good standing as a foreign limited liability company or corporation, as applicable, and has and holds all limited liability company or corporate, as applicable, power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have an Originator Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder and the use of the proceeds of the purchases made hereunder, are within its limited liability company or corporate, as applicable, powers and authority and have been duly authorized by all necessary limited liability company or corporate, as applicable, action on its part. This Agreement and each other Transaction Document to which such Originator is a party has been duly executed and delivered by such Originator.

(c) No Conflict . The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any material agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Originator (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have an Originator Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d) Governmental Authorization . Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e) Actions, Suits . Except as disclosed in the Performance Guarantor’s reports on SEC Form 10-K or 10-Q which have been previously delivered to Buyer (and its assigns), (i) there are no actions, suits or proceedings pending, or to the best of such Originator’s knowledge, threatened, against or affecting such Originator, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have an Originator Material Adverse Effect, and (ii) such Originator is not in default with respect to any order of any court, arbitrator or governmental body.

(f) Binding Effect . This Agreement and each other Transaction Document to which such Originator is a party constitute the legal, valid and binding obligations of such Originator enforceable against such Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g) Accuracy of Information . All information (other than projections but including, without limitation, Settlement Reports) heretofore furnished by such Originator or one of its Authorized Officers to the Buyer (or any of its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by any such Originator or any such Authorized Officer to the Buyer (or any of its assigns) will be, true and accurate in all material respects on the date such information is stated or certified and does not and will not, when taken as a whole, contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h) Use of Proceeds . Such Originator will not use the proceeds of any purchase hereunder (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended, except, in the case of clauses (i) and (ii), for the acquisition of the capital stock of the Performance Guarantor by the Performance Guarantor.

(i) Good Title . Immediately prior to each purchase hereunder, such Originator is the legal and beneficial owner of the Receivables to be sold by it, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. All financing statements necessary to perfect such Originator’s interest in the Receivables to be sold or contributed by it hereunder have been duly filed.

(j) Perfection .

(i) This Agreement is effective to, and shall, upon each purchase hereunder, transfer to the Buyer (and the Buyer shall acquire from such Originator) a valid ownership interest in each such Receivable existing or hereafter arising prior to the Termination Date and in the associated Related Security and Collections, free and clear of any Adverse Claim, except as created by the Transaction Documents.

(ii) This Agreement, together with the filing with the Delaware Secretary of State of a financing statement naming such Originator, as debtor/seller, and the Buyer, as the original secured party/purchaser, and reasonably describing the Receivables purported to be sold by such Originator and the associated Related Security and Collections is effective to, and shall, upon each purchase hereunder, transfer to the Buyer (and the Buyer shall acquire from such Originator) a valid and perfected first priority Security Interest in each such Receivable existing or hereafter arising prior to the Termination Date and in the associated Related Security and Collections, free and clear of any Adverse Claim, except as created by the Transaction Documents.

(k) Places of Business and Locations of Records . The principal places of business and chief executive office of such Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which the Buyer has been notified in accordance with Section 4.2(c) in jurisdictions where all action required to maintain the perfection of the Security Interests described in Section 2.1(j)(ii) has been taken and completed. Such Originator’s Federal Employer Identification Number and Organizational Identification Number are correctly set forth on Exhibit II .

(l) Collections . The conditions and requirements set forth in Section 4.1(i) have at all times been satisfied and duly performed. Exhibit III hereto (as updated from time to time by written notice from any Originator to the Administrative Agent, as Buyer’s assignee), sets forth:

(i) The names and addresses of all Collection Banks of such Originator, together with the account numbers of the Collection Accounts of such Originator,

(ii) The addresses of all Lock-Boxes of such Originator, the numbers of all associated Lock-Box Accounts of such Originator and the name and address of each Lock-Box Bank, and

(iii) The address of each Post Office Box of such Originator.

Such Originator has not granted any Person, other than the Servicer and the Administrative Agent (and the Buyer’s assignee) access to or control of any Post Office Box, Lock-Box, Lock-Box Account or Collection Account, or the right to take dominion and control of any such Post Office Box, Lock-Box, Lock-Box Account or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections of Receivables originated by such Originator are deposited into any Collection Account or Lock-Box Account, such Originator can promptly trace and identify which funds constitute Collections of the Receivables originated by it.

(m) Originator Material Adverse Effect . Since June 30, 2013, no event has occurred that would have an Originator Material Adverse Effect.

(n) Names. In the past five (5) years, such Originator has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement and other than National Pool Tile Group, General Pool and Spa, Commercial Pool Solutions, SCP and SPT.

(p) Ownership of Originators and the Buyer . The Performance Guarantor owns, directly or indirectly, 100% of the issued and outstanding Capital Securities of all classes of such Originator and the Buyer, free and clear of any Adverse Claim. SCP Distributors owns directly 100% of the issued and outstanding Capital Securities of all classes of the Buyer. All of the foregoing Capital Securities are validly issued and there are no options, warrants or other rights to acquire Capital Securities of any Originator or the Buyer.

(q) Not an Investment Company . Such Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(r) Compliance with Law . Such Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have an Originator Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except, in each case, where such contravention or violation could not reasonably be expected to have an Originator Material Adverse Effect.

(s) Compliance with Credit and Collection Policy . Such Originator has complied in all material respects with its Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy prohibited by Section 4.2(e) .

(t) Payments . With respect to each Receivable and the Related Security and Collections applicable thereto, the Buyer has given reasonably equivalent value to such Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by such Originator of any Receivable is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq. ), as amended.

(u) Enforceability of Contracts . Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(v) OFAC . Such Originator is not a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(w) Patriot Act . No Originator nor any of its Subsidiaries (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), as amended, (ii) is in violation of (A) the Trading with the Enemy Act, as amended, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (C) the PATRIOT Act or (iii) is a Sanctioned Person. No part of the proceeds of any purchase hereunder will be used by an Originator or any of its Subsidiaries in violation of any applicable law or regulation, directly or indirectly, to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

(x) Purpose. Such Originator has determined that, from a business viewpoint, the sale and contribution of Receivables to the Buyer pursuant to this Agreement is in the best interests of such Originator.

(y) ERISA Compliance.

(i) The Performance Guarantor and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Performance Guarantor or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have an Originator Material Adverse Effect;

(ii) As of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based benefit restrictions under Section 436 of the Code, nor has there been a determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Performance Guarantor or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code, Sections 302 or 303 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(iii) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have an Originator Material Adverse Effect, neither the Performance Guarantor nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Sections 412 or 430 of the Code;

(iv) No ERISA Event has occurred or is reasonably expected to occur; and

(v) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have an Originator Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Originators after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Performance Guarantor or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1. Conditions Precedent to Closing . The purchase of Receivables under this Agreement on the Closing Date is subject to the conditions precedent that (a) the Initial Contributed Receivables shall have been contributed to the Buyer’s capital, and (b) all of the conditions to the initial purchase under the RPA shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2. Conditions Precedent to Subsequent Payments . The Buyer’s obligation to pay for purchased Receivables coming into existence after the close of business on the Cut-Off Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred, (b) the Buyer and the Administrative Agent (as its assignee) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators that such statements are then true):

(i) Such Originator’s representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and

(ii) No event has occurred and is continuing that will constitute a Termination Event or a Potential Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, by offset of amounts owed to the Buyer, or by other means permitted under this Agreement), title to such Receivable and the Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto, subject to Section 1.4 .

ARTICLE IV

COVENANTS

Section 4.1. Affirmative Covenants . Until the date on which this Agreement terminates in accordance with its terms, each of the Originators hereby covenants as set forth below:

(a) Financial Accounting; Other Information . Such Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and promptly furnish or cause to be furnished to the Buyer and the Administrative Agent upon request, such other information about such Originator and its Receivables as the Buyer or the Administrative Agent may reasonably request from time to time.

(b) Notices . Such Originator will notify the Buyer and the Administrative Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i) Termination Events or Potential Termination Events . The occurrence of any Termination Event and any Potential Termination Event.

(ii) Originator Material Adverse Effect . The occurrence of any event or condition that has had, or could reasonably be expected to have, an Originator Material Adverse Effect.

(c) Compliance with Laws and Preservation of Legal Existence . Such Originator will comply with all Requirements of Law and all contractual obligations applicable to or binding on it, except where failure to so comply would not result in an Originator Material Adverse Effect. Such Originator will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign limited liability company or corporation, as applicable, in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have an Originator Material Adverse Effect.

(d) Audits . Subject to any limitations set forth in the RPA, such Originator will, from time to time during regular business hours as requested by the Buyer or the Administrative Agent (as its assignee) upon reasonable notice to such Originator, permit the Buyer and the Administrative Agent, or their agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Originator’s financial condition or the Receivables and the Related Security or such Originator’s performance under any of the Transaction Documents or such Originator’s performance under the Contracts and, in each case, with any of the officers or employees of such Originator having knowledge of such matters.

(e) Keeping and Marking of Records and Books .

(i) Such Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Such Originator will give the Buyer and the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii) Such Originator will (A) on or prior to the date on which it becomes a party to this Agreement, mark its general ledger and other books and records relating to the Receivables with a legend, acceptable to the Buyer and the Administrative Agent, describing the ownership interest of the Administrative Agent (as the Buyer’s assignee) in the Receivables, and (B) after the occurrence of a Termination Event and upon the request of the Buyer or the Administrative Agent (x) mark each Contract that constitutes chattel paper, an instrument, a document of title or a certificated security with a legend describing the ownership interest of the Administrative Agent (as the Buyer’s assignee) in the Receivables, and (y) deliver to the Administrative Agent all Contracts that constitute chattel paper, an instrument, a document of title or a certificated security (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f) Compliance with Contracts and Credit and Collection Policy . Such Originator will timely and fully (i) perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related invoice or other Contract.

(g) Ownership . Such Originator will take all necessary action to establish and maintain, irrevocably in the Buyer and its assigns: (A) legal and equitable title to the Receivables and the Collections and (B) all of such Originator’s right, title and interest in the Related Security associated with the Receivables, in each case free and clear of any Adverse Claims other than Adverse Claims in favor of the Buyer and its permitted assigns (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Buyer and its assigns therein as the Administrative Agent (as the assignee) may reasonably request).

(h) Purchaser’s Reliance . Such Originator acknowledges that the Administrative Agent is entering into the transactions contemplated by the RPA in reliance upon such Originator’s identity as a legal entity that is separate from the SPE. Therefore, from and after the date of execution and delivery of this Agreement, such Originator shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent (as the Buyer’s assignee) may from time to time reasonably request, to maintain such Originator’s identity as a separate legal entity and to make it manifest to third parties that such Originator is an entity with assets and liabilities distinct from those of the SPE and that the SPE is not just a division of such Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Originator (i) will not hold itself out to third parties as liable for the debts of the SPE nor purport to own the Receivables and other assets purported to be sold by it to the Buyer hereunder, (ii) will take all other actions necessary on its part to ensure that such Originator is at all times in compliance with the covenants set forth in Section 5.1(i) of the RPA and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein to be allocated between such Originator and the SPE on an arm’s-length basis.

(i) Collections . Such Originator shall direct all Lock-Box Banks and Collection Banks to transfer each Lock-Box Account and Collection Account into the name of the applicable Originator as Servicer or Sub-Servicer, as applicable, or to add a designation in its records that the funds in such account are being held by the applicable Originator as Servicer or Sub-Servicer, as applicable. Such Originator shall direct all Obligors to make payments of such Originator’s Receivables as follows:

(i) Directly to a Post Office Box that is subject to a P.O. Box Agreement and from which mail is picked up each Business Day and deposited with two (2) Business Days in a Collection Account that is subject to an Account Control Agreement;

(ii) Directly to a Lock Box that clears through a Lock-Box Account which is subject to an Account Control Agreement;

(iii) Directly to a Collection Account which is subject to an Account Control Agreement;

(iv) To a Cash Application Center which deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement; or

(v) To a Sales Center which either (A) deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement, or (B) sweeps its Collections into a Collection Account that is subject to an Account Control Agreement within two (2) Business Days.

If, notwithstanding the foregoing, any Obligor makes payment to such Originator other than at a Cash Application Center or Sales Center, such Originator further agrees to remit any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on such Receivables directly to a Collection Account within two (2) Business Days after receipt thereof, and agrees that all such Collections shall be deemed to be received in trust for Buyer and its assigns; provided that to the extent permitted pursuant to Section 1.3 , such Originator may retain such Collections as a portion of the Purchase Price then payable to or apply such Collections to the reduction of the outstanding balance of its Subordinated Note. The Originators will use commercially reasonable efforts to ensure that the overall percentage of Collections made to Sales Centers does not materially increase.

(j) Insurance . Such Originator will maintain or cause to be maintained with financially sound and reputable insurers, insurance against loss or damage of the kinds customarily insured against by reputable companies in the same or similar businesses, such insurance to be of such types and in such amounts as is customary for such companies under similar circumstances.

(k) Taxes . Such Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Such Originator will pay when due any taxes payable in connection with the Receivables, including, without limitation, any sales or use taxes payable in connection with the Receivables and their creation and satisfaction, exclusive of taxes on or measured by income or gross receipts of the Buyer and its assigns.

(l) Compliance with ERISA. In addition to and without limiting the generality of Section 4.1(c), (a) except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have an Originator Material Adverse Effect, such Originator will: (i) comply with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could be a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent (as the Buyer’s assignee) upon the Administrative Agent’s request such additional information about any Employee Benefit Plan as may be reasonably requested.

Section 4.2. Negative Covenants . Until the date on which this Agreement terminates in accordance with its terms, such Originator hereby covenants as set forth below:

(a) Accounting for Purchase . Such Originator will not account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale or contribution, as applicable, of the Receivables and the Related Security by such Originator to the Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with GAAP.

(b) Merger; Sale of Assets . Such Originator will not merge or consolidate with or into any other Person, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to any Person other than (i) sales of Receivables and the associated Related Security and Collections pursuant to the Transaction Documents, (ii) any merger or consolidation of an Originator into or with another Originator, (iii) any merger, consolidation, conveyance, transfer, lease, sale or other disposition permitted under the Senior Credit Agreement to which the Administrative Agent gives its prior written consent (which consent shall not be unreasonably withheld or delayed but may be conditioned upon certain changes to the RPA).

(c) Name Change, Offices and Records . Such Originator will not change its name, identity or legal structure (within the meaning of Section 9-507 of the UCC), relocate its chief executive office or any office where Records are kept or change its location (within the meaning of Section 9-307 of the UCC) unless it shall have: (i) given the Buyer and the Administrative Agent at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Buyer or the Administrative Agent in connection with such change or relocation.

(d) Change in Payment Instructions to Obligors . Such Originator will not add or terminate any bank as a Collection Bank or Lock-Box Bank, or make any change in the instructions to Obligors regarding payments to be made to any Post Office Box, Lock-Box, Lock-Box Account or Collection Account, unless Buyer (or its assigns) shall have received, at least five (5) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account, an executed Account Control Agreement, with respect to the addition of a Lock-Box Account or Lock-Box, an executed Account Control Agreement, and with respect to a new Post Office Box, an executed P.O. Box Agreement; provided, however, that such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account, Lock-Box, Lock-Box Account or Post Office Box.

(e) Modifications to Contracts and Credit and Collection Policy . Such Originator shall not and shall not permit any other Originator to make any material change to the Credit and Collection Policy that could adversely affect the collectability of the Receivables or decrease the credit quality of any newly created Receivables. Except in the circumstances and subject to the conditions set forth in the RPA, such Originator shall not and shall not permit any other Originator to extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than as permitted by the terms of the RPA and in any event in accordance with the Credit and Collection Policy.

(f) Sales, Liens . Such Originator shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim other than Permitted Liens (including, without limitation, the filing of any financing statement) upon or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Post Office Box, Lock-Box, or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Buyer and the Administrative Agent provided for herein), and such Originator will defend the right, title and interest of the Buyer and the Administrative Agent in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator will not create or suffer to exists any Adverse Claim on its inventory other than a Permitted Lien unless the applicable secured party has entered into an intercreditor agreement with the Administrative Agent on terms reasonably acceptable to the Administrative Agent.

ARTICLE V

TERMINATION EVENTS

Section 5.1. Termination Events . The occurrence of any one or more of the following events shall constitute a Termination Event:

(a) Such Originator shall fail (i) to make any payment or deposit required hereunder when due and such failure continues for two (2) Business Days, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this Section 5.1(a) ¸or under any other Transaction Document to which it is a party, and such failure shall continue for five (5) consecutive Business Days.

(b) Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Performance Guarantor or any Originator in any Transaction Document or in any document delivered in connection therewith that is subject to materiality or Originator Material Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Performance Guarantor or any Originator in any Transaction Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Originator Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made.

(c) (i) The Performance Guarantor or any Originator shall generally not pay its debts as such debts become due (beyond the applicable grace period with respect thereto, if any) or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against the Performance Guarantor or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, except in the case of the SPE, such proceeding remains undismissed, unvacated or unstayed for a period of sixty (60) days, or (iii) the Performance Guarantor or any Originator shall take any corporate or limited liability company action, as applicable, to authorize any of the actions set forth in clauses (i) or (ii) of this subsection (c).

(d) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days.

(e) The PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such lien shall not have been released within thirty (30) days; or the occurrence of any of the following events: (i) the Performance Guarantor or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, the Performance Guarantor or any ERISA Affiliate is required to pay as contributions thereto, (ii) Unfunded Pension Liability in excess of $5,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) an ERISA Event or (iv) the Performance Guarantor or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000 in the aggregate or $2,000,000 per annum.

(f) A Change in Control shall occur.

(g) The Facility Termination Date shall occur under the RPA.

Section 5.2. Remedies . Upon the occurrence and during the continuation of a Termination Event, the Buyer (or its assigns) may declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Originator; provided, however, that upon the occurrence of a Termination Event described in Section 5.1(c) , or of an actual or deemed entry of an order for relief with respect to any Originator under the federal Bankruptcy Code, the Termination Date shall automatically occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of the Buyer and its assigns otherwise available under any other provision of the Transaction Documents, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnities . (a) Without limiting any other rights that the Buyer or its assigns may have hereunder or under applicable law, each of the Originators hereby agrees to indemnify (and pay upon demand to) and hold harmless the Buyer and its assigns, officers, directors, agents and employees (each, an “Indemnified Party” ) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Buyer or any such assign) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Buyer of an interest in the Receivables, or any Collections or Related Security with respect thereto, excluding, however:

(i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, bad faith or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii) taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Administrative Agent of Receivables under the RPA as a loan or loans by the Administrative Agent to the Buyer secured by, among other things, the Receivables, the Related Security and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Originator or limit the recourse of the Buyer or its assigns to any applicable Originator for amounts otherwise specifically provided to be paid by such Originator under the terms of this Agreement.

(b) Without limiting the generality of the foregoing indemnification, each of the Originators shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables) relating to or resulting from:

(i) any representation or warranty made by such Originator (or any officers of such Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by such Originator pursuant hereto or thereto that shall have been false or incorrect when made or deemed made;

(ii) failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract related thereto with any such applicable law, rule or regulation or any failure of such Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii) any failure of such Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v) any Dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or service;

(vi) the commingling of Collections of Receivables at any time with other funds;

(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any purchase hereunder, the ownership of the Receivables or any other investigation, litigation or proceeding relating to such Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor’s being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix) any Termination Event described in Section 5.1(c) ;

(x) any failure to vest and maintain vested in the Buyer, or to transfer to the Buyer, legal and equitable title to, and ownership of, the Receivables and the Collections, and all of such Originator’s right, title and interest in the Related Security associated with the Receivables, in each case, free and clear of any Adverse Claim other than Permitted Liens;

(xi) the failure to have filed, or any delay in filing, financing statements, financing statement amendments or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of purchase or at any subsequent time;

(xii) any action or omission by such Originator which materially reduces or impairs the rights of the Buyer or its assigns with respect to any Receivable or the value of any such Receivable; and

(xiii) any attempt by any Person to void any transfer of Receivables hereunder under statutory provisions or common law or equitable action.

Section 6.2. Other Costs and Expenses .

(a)      Each of the Originators, jointly and severally, agrees to pay to the Buyer (and its assigns) on demand any and all costs and expenses of the Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

(b)      The Buyer agrees to pay to each of the Originators on demand any and all costs and expenses of such Originator, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder or the administration of this Agreement following a Termination Event.

ARTICLE VII

MISCELLANEOUS

Section 7.1. Amendments and Waivers . No amendment or waiver of any provision of this Agreement nor consent to any departure by any Originator therefrom shall be effective unless the same shall be in writing and signed by each of the parties hereto and the Administrative Agent. No amendment or waiver of any provision of the Subordinated Note nor consent to any departure by the SPE therefrom shall be effective unless the same shall be in writing and signed by the each of the parties hereto and the Administrative Agent. No failure on the part of the Buyer (or the Administrative Agent as its assignee) to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 7.2. Protection of Ownership Interests of the Buyer.

(a) Each of the Originators agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Buyer or the Administrative Agent may request, to perfect, protect or more fully evidence the interest of the Buyer (or the Administrative Agent, as its assignee) hereunder, or to enable the Buyer (or the Administrative Agent, as its assignee) to exercise and enforce its rights and remedies hereunder. At any time after the occurrence of a Termination Event, the Administrative Agent may, at the Originators’ sole cost and expense, direct the Originators to notify the Obligors of the ownership and Security Interests of the Administrative Agent under the RPA and, if the Dominion Date has occurred, may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee.

(b) If any Originator fails to perform any of its obligations hereunder, the Buyer and the Administrative Agent may (but shall not be required to) perform, or cause performance of, such obligations, and the Buyer’s or the Administrative Agent’s (as applicable) costs and expenses incurred in connection therewith shall be payable by the Originators as provided in Section 6.2 . Each of the Originators irrevocably authorizes the Buyer and the Administrative Agent at any time and from time to time in their sole discretion, and appoints each of the Buyer and the Administrative Agent as its attorney-in-fact, to act on behalf of such Originator (i) to execute on behalf of such Originator as debtor (if legally required) and to file financing statements and financing statement amendments necessary or desirable in the Buyer’s or the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Buyer in the Receivables and the associated Related Security and Collections, and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Buyer or the Administrative Agent in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of the Buyer’s interests in the Receivables and the associated Related Security and Collections. This appointment is coupled with an interest and is irrevocable.

Section 7.3. Bankruptcy Petition . Each of the Originators covenants and agrees that, prior to the date that is one year and one day after the payment in full of the Aggregate Unpaids under the RPA, it will not institute against, or join any other Person in instituting against, the SPE any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 7.4. Limitation of Liability . Except with respect to any claim arising out of the willful misconduct, bad faith or gross negligence of the Buyer or the Administrative Agent, no claim may be made by any Originator or any other Person against the Buyer, any Purchaser or the Administrative Agent or any of their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by the Transaction Documents, or any act, omission or event occurring in connection therewith; and each Originator hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 7.5. CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE BUYER’S OWNERSHIP INTEREST IN THE RECEIVABLES, RELATED SECURITY AND OTHER ASSETS CONVEYED HEREUNDER OR REMEDIES IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 7.6. CONSENT TO JURISDICTION . EACH ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH ORIGINATOR PURSUANT TO THIS AGREEMENT, AND EACH ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE BUYER OR THE ADMINISTRATIVE AGENT (AS ITS ASSIGNEE) TO BRING PROCEEDINGS AGAINST ANY ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY ORIGINATOR AGAINST THE BUYER OR ITS ASSIGNS INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

Section 7.7. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 7.8. Integration; Survival of Terms.

(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Originator pursuant to Article II ; (ii) the indemnification and payment provisions of Article VI ; and (iii) any of Sections 7.2-7.7 shall be continuing and shall survive any termination of this Agreement.

Section 7.9. Counterparts; Severability; Section References . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Agreement by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Agreement. Any party who delivers an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” or “Exhibit” shall mean articles and sections of, and exhibits to, this Agreement.

Section 7.10. Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. No Originator may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent in its sole discretion.

Section 7.11. PATRIOT Act . Each of the parties hereto is hereby notified that pursuant to the requirements of the PATRIOT Act, the Administrative Agent and the Purchasers are required to obtain, verify and record information that identifies the Performance Guarantor, the Originators and the SPE, which information includes the name and address of the Performance Guarantor, the Originators and the SPE and other information that will allow the Administrative Agent and the Purchasers to identify the Performance Guarantor, the Originators and the SPE in accordance with the PATRIOT Act.

[ SIGNATURE PAGES FOLLOW ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date on which it becomes a party to this Agreement.

Originators:

SCP DISTRIBUTORS LLC,

HORIZON DISTRIBUTORS, INC.,

SUPERIOR POOL PRODUCTS LLC and

POOLFX SUPPLY LLC

By: /s/ Mark W. Joslin

Name: Mark W. Joslin

Title:      Vice President and Chief Financial Officer

Address for Notices:

c/o Pool Corporation

109 Northpark Blvd.

Covington, LA 70433

Attn:      Mark Joslin, Chief Financial Officer

and

Jennifer Neil, General Counsel

Phone:      (985) 801-5702 and -5269

Fax:      (985) 801-8302 and -8269

Email:      mark.joslin@poolcorp.com and

jennifer.neil@poolcorp.com

Buyer :

SUPERIOR COMMERCE LLC

By: /s/ Melanie Housey

Name: Melanie Housey

Title:      President and Secretary

Address for Notices:

c/o Pool Corporation

109 Northpark Blvd.

Covington, LA 70433

Attn:      Mark Joslin, Chief Financial Officer

and

Jennifer Neil, General Counsel

Phone:      (985) 801-5702 and -5269

Fax:      (985) 801-8302 and -8269

Email:      mark.joslin@poolcorp.com and

jennifer.neil@poolcorp.com

Exhibit I

Definitions

Capitalized terms used and not otherwise defined in this Agreement are used with the meanings attributed thereto in the RPA (regardless of whether listed below).

“Account Control Agreement” has the meaning set forth in the RPA.

“Additional Contributed Receivables” has the meaning set forth in Section 1.3(c).

“Adverse Claim” means a Lien, Security Interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Aggregate Unpaids” has the meaning set forth in the RPA.

“Affiliate” has the meaning set forth in the RPA.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Alternate Base Rate” has the meaning set forth in the RPA.

“Business Day” has the meaning set forth in the RPA.

“Buyer” has the meaning provided in the preamble to this Agreement.

“Calculation Period” means each calendar month or portion thereof which elapses during the term of this Agreement. The first Calculation Period shall commence on the date of the initial purchase of Receivables hereunder and the final Calculation Period shall terminate on the final Termination Date.

“Capital” has the meaning set forth in the RPA.

“ Capital Securities ” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or hereafter issued.

“Cash Application Center” has the meaning set forth in the RPA.

“Change in Control” has the meaning set forth in the RPA.

“Closing Date” has the meaning provided in the preamble to this Agreement.

“ Code ” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, each as amended or modified from time to time.

“Collection Account” has the meaning set forth in the RPA.

“Collection Bank” has the meaning set forth in the RPA.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all interest, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable, and all Purchase Price Credits.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Contributed Receivables” has the meaning set for in Section 1.1 .

“ Credit and Collection Policy ” means each Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit IV, as modified from time to time in accordance with this Agreement.

“Cut-Off Date” means August 31, 2013.

“Discount Factor” means a percentage calculated to provide the Buyer with a reasonable return on its investment in the Receivables purchased from an Originator after taking account of (i) the time value of money based upon the anticipated dates of collection of such Receivables and the cost to the Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. The parties may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect any Purchase Price payment made prior to the Calculation Period during which the parties agree to make such change. As of the date hereof, the Discount Factor is 4.50%.

“Dispute” means any reason (regardless of merit) for nonpayment of a Receivable, other than solely resulting from the financial inability of the applicable Obligor to pay such Receivable when due, including any alleged offset, recoupment, defense or counterclaim.

“Disputed Receivable” means any Receivable that suffers an event of the type described in Section 1.4(a) or (b) .

“Dominion Date” means the date following the occurrence of an Amortization Event (under and as defined in the RPA) and during the continuance thereof on which the Administrative Agent delivers a Notice of Exclusive Control (as defined in the RPA) to any Lock-Box Bank or Collection Bank.

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for employees of the Performance Guarantor or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding six (6) years been maintained, funded or administered for the employees of the Performance Guarantor or any current or former ERISA Affiliate.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified from time to time.

“ERISA Affiliate” means any Person who together with the Performance Guarantor or any Originator or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“ERISA Event” means the occurrence of any of the following, except for any such event or condition that could not reasonably be expected to have an Originator Material Adverse Effect: (a) a “reportable event” described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the withdrawal of the Performance Guarantor or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of ERISA or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Performance Guarantor, any Originator or any ERISA Affiliate.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

“Initial Contributed Receivables” has the meaning set forth in Section 1.1 .

“Indemnified Amounts” has the meaning set forth in Section 6.1 .

“Indemnified Party” has the meaning set forth in Section 6.1 .

“Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease (as defined in the Senior Credit Agreement) or other title retention agreement relating to such asset.

“LMIR” has the meaning set forth in the RPA.

“Lock-Box” has the meaning set forth in the RPA.

“Lock-Box Account” has the meaning set forth in the RPA.

“Lock-Box Bank” has the meaning set forth in the RPA.

“ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Performance Guarantor or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding six (6) years.

“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (a) the aggregate Outstanding Balance of the Receivables at such time, over (b) the sum of (i) the Capital outstanding at such time under the RPA plus (ii) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organizational Document” means, relative to any Person, its certificate or articles of incorporation or formation, its by-laws, its partnership agreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Capital Securities.

“Originator” has the meaning set forth in the preamble to this Agreement.

“Originator Material Adverse Effect” means a material adverse effect on (a) the properties, business, operations, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Performance Guarantor and its Subsidiaries, taken as a whole, (b) the ability of the Performance Guarantor or any Originator to perform its obligations under the Transaction Documents to which it is a party, (c) the legality, validity, binding effect or enforceability against the Performance Guarantor or any Originator of any Transaction Document to which it is a party, (d) the rights and remedies of the Administrative Agent or any Purchaser under the Transaction Documents, (e) the Buyer’s ownership interest in the Receivables originated by any Originator generally or in any significant portion of such Receivables, the Related Security or Collections with respect thereto, or (f) the collectability of the Receivables originated by any Originator generally or of any material portion of such Receivables.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (a) is maintained for the employees of the Performance Guarantor or any ERISA Affiliates or (b) has at any time within the preceding six (6) years been maintained for the employees of the Performance Guarantor or any of its current or former ERISA Affiliates.

“Performance Guarantor” means Pool Corporation, a Delaware corporation.

“Permitted Liens” means (a) Liens created pursuant to the Transaction Documents, (b) Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws (as defined in the Senior Credit Agreement)) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (c) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (i) which are not overdue for a period of more than thirty (30) days or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; (d) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or similar legislation; and (e) Liens permitted under the Senior Credit Agreement which secure purchase money Indebtedness.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“P.O. Box Agreement” means, with respect to each Post Office Box, an agreement substantially in the form of Exhibit VI hereto from the applicable Originator addressed to the applicable Postmaster General.

“Post Office Box” has the meaning provided in the RPA.

“Potential Termination Event” means an event which, without remedial action, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

“Purchase Price” means, with respect to any purchase of Receivables from an Originator hereunder, the aggregate price to be paid by the Buyer to such Originator in accordance with Section 1.3 of this Agreement for the Receivables, Collections and Related Security being sold by such Originator to the Buyer, which price shall equal on any date (i) the product of (x) the Outstanding Balance of such Receivables on such date, multiplied by (y) one minus the Discount Factor as to such Originator in effect on such date, minus (ii) any Purchase Price Credits to be credited against such Purchase Price otherwise payable in accordance with Section 1.4 of this Agreement.

“Purchase Price Credit” has the meaning set forth in Section 1.4(a) of this Agreement.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Related Security” means, with respect to any Receivable:

(i) all right, title and interest (if any) in the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto,

(ii) all other Security Interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii) all guaranties, letters of credit, insurance and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv) all service contracts and other contracts and agreements associated with such Receivable,

(v) all Records related to such Receivable,

(vi) all of the applicable Originator’s right, title and interest in each Post Office Box, each Lock-Box, each Lock-Box Account and each Collection Account, and

(vii) all proceeds of any of the foregoing.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Capital Amount” means, as of any date of determination, an amount equal to the product of (i) the Facility Limit (under and as defined in the RPA), and (ii) 3.00%.

“Requirements of Law” for any Person shall mean the Organizational Documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“RPA” has the meaning set forth in the Preliminary Statements to this Agreement.

“Sales Center” has the meaning set forth in the RPA.

“Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.

“Sanctioned Person” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by the OFAC.

“Security Interest” has the meaning provided in Section 1-201(37) of the UCC (or any successor section thereto).

“Senior Credit Agreement” means that certain Credit Agreement, dated as of October 19, 2011, by and among the Performance Guarantor, SCP Distributors Canada Inc., and SCP Pool B.V., as Borrowers, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect.

“Servicer” has the meaning set forth in the RPA.

“Settlement Date” has the meaning set forth in the RPA.

“Settlement Report” has the meaning set forth in the RPA.

“SPE” has the meaning set forth in the preamble to this Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.3(a) of this Agreement.

“Subordinated Note” means a promissory note in substantially the form of Exhibit V hereto as more fully described in Section 1.3 of this Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Securities having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time, Capital Securities of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency).

“Termination Date” means the earliest to occur of (i) the Facility Termination Date under and as defined in the RPA, (ii) the Business Day immediately prior to the occurrence of a Termination Event set forth in Section 5.1(c) with respect to any Originator, (iii) the Business Day specified in a written notice from the Buyer (or the Administrative Agent, as its assignee) to the Originators following the occurrence of any other Termination Event, (iv) the date which is 10 Business Days after the Buyer’s and the Administrative Agent’s receipt of written notice from any Originator that it wishes to terminate the facility evidenced by this Agreement, and (v) the date of the occurrence of the Termination Date pursuant to Section 5.2 .

“Termination Event” has the meaning set forth in Section 5.1 of this Agreement.

“Transaction Document” has the meaning set forth in the RPA.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or, to the extent the laws of the State of New York are not applicable thereto, the applicable jurisdiction.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 430 of the Code for the applicable plan year.

“Wholly-Owned” means, with respect to a Subsidiary, that all of the shares of Capital Securities of such Subsidiary are, directly or indirectly, owned or controlled by the Performance Guarantor and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Performance Guarantor).

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

Exhibit 10.2

Execution Version

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RECEIVABLES PURCHASE AGREEMENT

DATED AS OF OCTOBER 11, 2013

AMONG

SUPERIOR COMMERCE LLC, AS SELLER,

SCP DISTRIBUTORS LLC, AS THE SERVICER,

THE PURCHASERS FROM TIME TO TIME PARTY HERETO,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS THE VICTORY GROUP CO-AGENT

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS THE WELLS GROUP CO-AGENT AND AS ADMINISTRATIVE AGENT

 

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TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

Exhibit I        Definitions

RECEIVABLES PURCHASE AGREEMENT

THIS RECEIVABLES PURCHASE AGREEMENT dated as of October 11, 2013, is among:

(a)    Superior Commerce LLC, a Delaware limited liability company ( “Seller” ),

(b)    SCP Distributors LLC, a Delaware limited liability company ( “Distributors” ), as initial Servicer,

(c)    Wells Fargo Bank, National Association, individually ( “Wells” or a “Committed Purchaser” ) and as agent for the Wells Group (in such capacity, the “Wells Group Co-Agent” ),

(d)    Victory Receivables Corporation, a Delaware corporation ( “Victory” or a “Conduit Purchaser” ),

(e)    The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, individually ( “BTMU” or a “Committed Purchaser” ) and as agent for the Victory Group (in such capacity, the “Victory Group Co-Agent” ); and

(e)    Wells Fargo Bank, National Association, in its capacity as administrative agent for the Purchasers (in such capacity, together with its successors and assigns, the “Administrative Agent” ).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I .

PRELIMINARY STATEMENTS

Seller desires to transfer and assign Receivable Interests to the Purchaser Groups from time to time.

On the terms and subject to the conditions set forth herein, each of the Purchaser Groups severally agrees to purchase its Percentage of each of the Receivable Interests from time to time.

Wells Fargo Bank, National Association has been requested and is willing to act as Administrative Agent on behalf of the Purchaser Groups in accordance with the terms hereof.

ARTICLE I.

PURCHASE ARRANGEMENTS

Section 1.1.      Purchase Facility .

(a)      On the terms and subject to the conditions set forth in this Agreement, including, without limitation, the conditions set forth in Article IV :

(i) From time to time prior to the Facility Termination Date, Seller may sell Receivable Interests to the Purchaser Groups by delivering to the Co-Agents not later than 1:00 p.m. (New York City time) on the Business Day prior to the proposed Purchase Date an irrevocable written notice in the form set forth as Exhibit II-A hereto (a “Purchase Notice” ) in accordance with Section 1.2 ; and

(ii) Upon receipt of a Purchase Notice: (A) Wells, severally and not jointly, agrees to purchase the Wells Group’s Percentage of the Receivable Interest described in such Purchase Notice, and (B) each Conduit Purchaser may purchase its Purchaser Group’s Percentage of the Receivable Interest described in such Purchase Notice, and in the event such Conduit Purchaser elects not to make such purchase, the Committed Purchaser in its Purchaser Group, severally and not jointly, agrees to purchase such Purchaser Group’s Percentage of the Receivable Interest described in such Purchase Notice;

provided that (1) at no time may the aggregate Capital of any Purchaser at any one time outstanding exceed the lesser of (x) the amount of such Purchaser’s Commitment hereunder, and (y) such Purchaser’s Percentage of the Investment Base, (2) in no event shall the Aggregate Capital outstanding hereunder exceed the lesser of (x) the Facility Limit, and (y) the Investment Base, and (3) in no event may the aggregate Receivable Interests exceed 100%. Each Committed Purchaser’s several Commitment shall automatically terminate on the Facility Termination Date. Nothing herein shall be deemed to constitute a commitment of any Conduit Purchaser to issue Commercial Paper.

(b)      Seller may, upon at least five (5) Business Days’ irrevocable notice to the Co-Agents, terminate in whole or permanently reduce in part, ratably amongst the Purchaser Groups in accordance with their respective Percentages, the unused portion of the Facility Limit; provided that each partial reduction of the Facility Limit shall be in an aggregate amount equal to $1,000,000 per Purchaser Group.

Section 1.2.      Increases . If, on any Business Day prior to the Facility Termination Date, there is Investment Availability, Seller may request an Incremental Purchase in accordance with this Section 1.2 . Seller shall provide the Co-Agents with a Purchase Notice by 1:00 p.m. (New York City time) on the Business Day prior to each such Incremental Purchase. Each Purchase Notice shall be subject to Section 4.2 hereof and shall (a) be prepared in accordance with the most recent Settlement Report, (b) be irrevocable, and (c) specify the requested Purchase Price (which shall be at least $1,000,000 per Purchaser Group) and the Purchase Date (which shall be a Business Day). Upon receipt of a Purchase Notice, the Co-Agent for each Purchaser Group which includes a Conduit Purchaser shall determine whether such Conduit Purchaser will fund such Purchaser Group’s Percentage of the requested Incremental Purchase through the issuance of Commercial Paper or whether the Committed Purchaser

in its Purchaser Group will fund instead. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article IV , the applicable Purchaser in each Purchaser Group shall initiate a wire transfer to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York City time), in an amount equal to its Purchaser Group’s Percentage of the Purchase Price of the Receivable Interest then being purchased. Seller agrees that funds wired to the Facility Account in accordance with this Section shall constitute value given to Seller.

Section 1.3.      Reductions .

(a)      Seller shall ensure that the Receivable Interests at no time exceed 100% in the aggregate. If the aggregate Receivable Interests exceed 100% or the Aggregate Capital exceeds the Facility Limit, within two (2) Business Days thereafter, Seller shall pay to each of the Co-Agents, for distribution to the applicable Purchaser(s) in its Purchaser Group, such Purchaser Group’s Percentage of an amount to be applied to reduce the Aggregate Capital, such that after giving effect to such payment, the aggregate of the Receivable Interests equals or is less than 100% and the Aggregate Capital is less than or equal to the Facility Limit.

(b)      If, on any Business Day, the Aggregate Capital exceeds the Facility Limit, or Seller desires to make a voluntary reduction of the Aggregate Capital outstanding, Seller shall provide the Co-Agents with two (2) Business Days’ irrevocable prior written notice in the form of Exhibit II-B hereto (a “Reduction Notice” ) of a proposed reduction of Aggregate Capital. Such Reduction Notice shall (a) be prepared in accordance with the most recent Settlement Report, and (b) designate (i) the Business Day (the “Proposed Reduction Date” ) upon which any such reduction of Aggregate Capital shall occur, (ii) the amount of Aggregate Capital to be reduced (the “Aggregate Reduction” ), and (iii) each Purchaser Group’s Percentage of such Aggregate Reduction which shall be not less than $1,000,000 per Purchaser Group. Seller shall pay to each Co-Agent its Purchaser Group’s Percentage of each Aggregate Reduction, which shall be distributed by such Co-Agent ratably to the Purchasers in its Purchaser Group in accordance with the amount of Capital owing to each of them. Only one (1) Reduction Notice shall be outstanding at any time.

Section 1.4.      Payment Requirements . Each Seller Party shall initiate a wire transfer of amounts to be paid or deposited by it pursuant to any provision of this Agreement no later than 1:00 p.m. (New York City time) on the day when due in immediately available funds. If such amounts are payable to the Administrative Agent, the Wells Group Co-Agent or Wells, they shall be paid to the Administrative Agent’s Account for prompt distribution to the appropriate party or parties. If such amounts are payable to the Victory Group Co-Agent, BTMU or Victory, they shall be paid to the Victory Group Co-Agent’s Account for prompt distribution to the appropriate party or parties; provided, however, that from and after the Dominion Date, all amounts that would otherwise be payable to the Victory Group Co-Agent’s Account shall instead first be paid to the Administrative Agent’s Account for distribution to the Co-Agents. All computations of CP Costs, Yield and per annum Fees under the Transaction Documents shall be made on the basis of a year consisting of three hundred sixty (360) days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1.5.      Deemed Collections. Upon the occurrence of any Dilution, Seller shall be deemed to have received a Deemed Collection in the amount specified in the definition of “Deemed Collection,” and such Deemed Collection shall be immediately applied to reduce the Net Pool Balance. To the extent the effect of such Deemed Collection on the Net Pool Balance is to cause an Investment Excess, Seller shall deliver to the Servicer immediately available funds in an amount equal to the lesser of (a) the sum of all Deemed Collections deemed received by Seller and (b) an amount necessary to eliminate such Investment Excess, and in each case, the Servicer shall remit the same pursuant to Article II.

Section 1.6.      Conduit Purchaser Funding .     Seller shall pay CP Costs with respect to the Capital of all Receivable Interests funded by a Conduit Purchaser through the issuance of Commercial Paper. Not later than the 5 ^th Business Day of each month, each applicable Co-Agent on behalf of the Conduit Purchaser(s) in its Purchaser Group shall calculate the aggregate amount of CP Costs applicable to such Conduit Purchaser’s Capital for the Calculation Period then most recently ended (including unpaid CP Costs, if any, due and payable on a prior Monthly Payment Date that remain unpaid) and shall notify Seller (and, from and after the Dominion Date, the Administrative Agent) of such aggregate amount. On each Monthly Payment Date, Seller shall pay to each such Co-Agent (for the benefit of the Conduit Purchaser(s) in its Purchaser Group) the aggregate amount of such accrued and unpaid CP Costs. Seller will have the right to replace any Purchaser Group which includes a Conduit Purchaser or reduce the Commitment of the Committed Purchaser in any such Purchaser Group if the applicable Conduit Purchaser’s CP Costs and Usage Fees for any three consecutive Calculation Periods are greater than Yield accrued on a comparable amount of Capital at LMIR during such three consecutive Calculation Periods by more than 25 basis points.

Section 1.7.      Committed Purchaser Funding.

(a)      In the event that BTMU purchases its Purchaser Group’s Percentage of any Receivable Interest pursuant to Section 1.1(a)(ii)(B) or purchases all or any portion of its Conduit Purchaser’s investment in the Receivable Interest pursuant to its Liquidity Agreement, BTMU shall allocate its Capital to one or more Interest Periods selected in consultation with Seller.

(b)      The outstanding Capital of each investment in the Receivable Interests that was not funded through the issuance of Commercial Paper (including, without limitation, each investment of a Conduit Purchaser that is put to its liquidity provider(s) under its Liquidity Agreement) shall accrue Yield for each day at a rate per annum equal to (i) in the case of Wells, LMIR (or, if LMIR is unavailable or has been suspended pursuant to Section 1.8, at the Alternate Base Rate), and (ii) in the case of BTMU, for each Interest Period, the Adjusted BTMU LIBO Rate for such Interest Period for the portion of BTMU’s Capital that is allocated thereto (or, if the BTMU LIBO Rate is unavailable or has been suspended pursuant to Section 1.8, at the Alternate Base Rate).

(c)      Not later than the 5 ^th Business Day of each month, each Co-Agent shall calculate the aggregate amount of Yield (if any) payable to the members of its Purchaser Group for the Calculation Period then most recently ended (including unpaid Yield, if any, due and payable on a prior Monthly Payment Date) and shall notify Seller (and, from and after the Dominion Date, the Administrative Agent) of such aggregate amount.

(d)      On each Monthly Payment Date, Seller shall pay to each such Co-Agent (for the benefit of the applicable Purchaser(s) in its Purchaser Group) the aggregate amount of such accrued and unpaid Yield.

Section 1.8.      Suspension of the BTMU LIBO Rate or LMIR . If any Committed Purchaser (or its Co-Agent) notifies Seller and the Administrative Agent that it has determined that funding an investment in any Receivable Interest at a rate based on the BTMU LIBO Rate or LMIR would violate any applicable law, rule, regulation, or directive of any Governmental Authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match-fund its Receivable Interest at a rate based on the BTMU LIBO Rate or LMIR are not available or (ii) the BTMU LIBO Rate or LMIR does not accurately reflect the cost of acquiring or maintaining an investment in any Receivable Interest at a rate based on the BTMU LIBO Rate or LMIR, then the applicable Co-Agent shall suspend the availability of the BTMU LIBO Rate or LMIR, as applicable, from such Committed Purchaser and require Seller to select the Alternate Base Rate for such Purchaser’s portion of any Receivable Interest accruing Yield at such rate.

ARTICLE II.

PAYMENTS AND COLLECTIONS

Section 2.1.      Collections during the Revolving Period . During the Revolving Period, any Collections and/or Deemed Collections received by the Servicer (or from and after the Dominion Date, by the Administrative Agent) shall be held in trust for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.1 ( provided that Aggregate Capital shall not be payable during the Revolving Period except to the extent provided in Section 1.3 and Section 1.5 , and Collections and/or Deemed Collections shall not be required to be segregated prior to the Dominion Date but instead shall be permitted to be used by the Servicer and its Affiliates in accordance with Section 6.2(c) ). On each day during the Revolving Period that is not a Settlement Date, subject to Section 1.4 , the last sentence of this Section 2.1 and Section 4.2 , Collections that are not required to be segregated pursuant to Section 6.2(c) shall first be applied to making additional Purchases of undivided interests in the Receivables and the associated Related Security, such that after giving effect thereto, the outstanding Aggregate Capital is equal to the Aggregate Capital outstanding immediately prior to receipt of such Collections and the Receivable Interest does not exceed 100% (each such Purchase, a “Reinvestment” ). Each Reinvestment will be presumed to be made ratably amongst all Purchaser Groups in accordance with their respective Percentages. On each Settlement Date, the Servicer shall deliver to

each of the Co-Agents its Purchaser Group’s Percentage of all Collections received (or deemed received) during the related Calculation Period (after deducting therefrom its Servicing Fee) equal to the amounts due and owing pursuant to clauses first through fourth of Section 2.3 for application in accordance therewith (the “Required Amounts” ). If on any Settlement Date during the Revolving Period there are insufficient Collections to pay all Required Amounts that are then due and owing under Section 2.3 , the next available Collections shall be applied to such payments in accordance with Section 2.3 , and no Reinvestment shall be permitted hereunder until such amounts payable have been paid in full.

Section 2.2.      Collections After the Facility Termination Date . On each day during the Liquidation Period, except to the extent paid directly to the Administrative Agent by any Collection Bank or Lock-Box Bank pursuant to a Notice of Exclusive Control, all Collections shall be held in trust by the Servicer, for the benefit of the Agents and the Purchasers, until the next Settlement Date in a Collection Account or other segregated account, in each of the foregoing cases, which is subject to a first priority perfected Security Interest in favor of the Administrative Agent. Except to the extent paid directly to the Administrative Agent by any Lock-Box Bank or Collection Bank pursuant to a Notice of Exclusive Control, the Servicer shall deliver to the Administrative Agent for distribution to the Co-Agents on behalf of their respective Purchaser Groups all Collections held by the Servicer on each Settlement Date during the Liquidation Period (after deducting therefrom its Servicing Fee) for application pursuant to Section 2.3 .

Section 2.3.      Order of Application of Collections on Settlement Dates . Upon receipt by the Co-Agents (or, following the earlier to occur of the Dominion Date or the Liquidation Period, the Administrative Agent), on any Settlement Date of Collections, the Co-Agent or the Administrative Agent, as applicable, shall distribute them for application in the following order of priority:

first, if such day is a Monthly Payment Date, to the Purchasers, pro rata , in payment of any accrued and unpaid Yield, CP Costs and Usage Fees then due and owing on account of their investments in the Receivable Interests, including any previously accrued Yield, CP Costs or Usage Fees that were not paid on the applicable prior Monthly Payment Date;

second, if such day is a Monthly Payment Date, to the Purchasers, pro rata, in payment of any Unused Fees and Default Fees accrued during the Calculation Period (or portion thereof) then most recently ended, plus any previously accrued Unused Fees and Default Fees not paid on a prior Monthly Payment Date;

third, if such day is a Capital Settlement Date, to the Purchasers, pro rata, in reduction of their Capital, (i) during the Revolving Period, solely to the extent such reduction is required under Section 1.3 or Section 1.5 , and (ii) during the Liquidation Period, until the Aggregate Capital is reduced to $0;

fourth, if such day is a Monthly Payment Date, to pay all Broken Funding Costs and other accrued and unpaid amounts owing to any of the Purchasers, the Agents or the Indemnified Parties hereunder, pro rata and pari passu among all such amounts; and

fifth, (i) during the Revolving Period, to Seller, free and clear of any interest of the Agents and the Purchasers or (ii) during or after the Liquidation Period, if the Aggregate Unpaids have been reduced to zero, to Seller, free and clear of any interest of the Agents and the Purchasers.

Section 2.4.      Payment Rescission . No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to each of the Co-Agents, for the account of the applicable Purchaser in its Purchaser Group, such Purchaser Group’s respective Percentage thereof together with the Default Fee thereon from the date of any such rescission, return or refunding.

Section 2.5.      Clean-up Option . At any time while the Aggregate Capital outstanding is less than 10% of the Facility Limit, Seller shall have the right (after providing at least five (5) Business Days’ prior written notice to the Co-Agents) to purchase all, but not less than all, of the Receivable Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such purchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any of the Agents or Purchasers except for a representation and warranty that the conveyance to Servicer is being made free and clear of any Adverse Claim created by such Agent or Purchaser, as the case may be. On the date of repurchase of the Receivable Interests pursuant to this Section, the Commitments of the Committed Purchasers shall automatically terminate.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1.      Representations and Warranties of Seller . Seller hereby represents and warrants to the Agents and the Purchasers as of the date hereof and as of the date of each Incremental Purchase and Reinvestment that:

(a)      Existence and Power . Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to do business and is in good standing as a foreign limited liability company, and has and holds all limited liability company power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b)      Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by Seller of this Agreement and each other Transaction Document to which Seller is a party, the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of the Purchases made hereunder, are within its limited liability company powers and authority and have been duly authorized by all necessary limited liability company action on its part. This Agreement and each other Transaction Document to which Seller is a party has been duly executed and delivered by Seller.

(c)      No Conflict . The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any material agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Seller (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)      Governmental Authorization . Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)      Actions, Suits . Except as disclosed in Performance Guarantor’s reports on SEC Form 10-K or 10-Q which have been previously delivered to Administrative Agent, (i) there are no actions, suits or proceedings pending, or to the best of Seller’s knowledge, threatened, against or affecting Seller, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect, and (ii) Seller is not in default with respect to any order of any court, arbitrator or governmental body.

(f)      Binding Effect . This Agreement and each other Transaction Document to which Seller is a party constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)      Accuracy of Information . All information (other than projections but including, without limitation, Weekly Reports and Monthly Reports) heretofore furnished by Seller or by any Authorized Officer of an Originator to the Administrative Agent or any of the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Seller or any such Authorized Officer to the Administrative Agent or any of the Purchasers will be, true and accurate in all material respects on the date such information is stated or certified and does not and, when taken as a whole, will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)      Use of Proceeds . Seller will not use the proceeds of any Purchase hereunder (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)      Good Title . Immediately prior to or contemporaneously with each Purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s Security Interest in each Receivable, its Collections and the Related Security.

(j)      Perfection .

(i)      This Agreement is effective to, and shall, upon each Purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid undivided percentage ownership interest in each Receivable existing or hereafter arising and in all other Collateral, free and clear of any Adverse Claim, except as created by the Transactions Documents.

(ii)      Assuming the filing of the financing statements approved by Seller on the date hereof (which will be filed by the Administrative Agent or its representatives), this Agreement, together with the filing of such financing statements, is effective to, and shall, upon each Purchase hereunder, transfer to the Administrative Agent for the benefit of the relevant Purchaser or Purchasers (and the Administrative Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority Security Interest in each Receivable existing or hereafter arising and in all other Collateral, free and clear of any Adverse Claim, except as created by the Transactions Documents. In accordance with the preceding sentence, the Administrative Agent confirms that it or its representatives have duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (on behalf of the Purchasers) Security Interest in the Collateral.

(k)      Places of Business and Locations of Records . The principal places of business and chief executive office of Seller and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrative Agent and the Purchasers have been notified in accordance with Section 5.2(a) in jurisdictions where all action required by Section 12.4(a) has been taken and completed. Seller’s Federal Employer Identification Number and Organizational Identification Number are correctly set forth on Exhibit III .

(l)      Collections . The conditions and requirements set forth in Section 5.1(j) and Section 6.2 have at all times been satisfied and duly performed. Exhibit IV hereto (as updated from time to time by written notice from the Servicer to the Administrative Agent), sets forth:

(i) The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts,

(ii) The addresses of all Lock-Boxes, the numbers of all associated Lock-Box Accounts and the name and address of each Lock-Box Bank, and

(iii) The address of each Post Office Box.

Seller has not granted any Person, other than the Servicer and the Administrative Agent) access to or control of any Post Office Box, Lock-Box, Lock-Box Account or Collection Account, or the right to take dominion and control of any such Post Office Box, Lock-Box, Lock-Box Account or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections of Receivables are deposited into any Collection Account or Lock-Box Account, Seller or the Servicer can promptly trace and identify which funds constitute Collections of the Receivables.

(m)      Material Adverse Effect . Since June 30, 2013, no event has occurred that would have a Material Adverse Effect.

(n)      Names . Except as stated on Exhibit XI as amended from time to time upon written notice to the Administrative Agent provided all necessary UCC financing statements and financing statement amendments are delivered to the Administrative Agent in connection with such amendments, in the past five (5) years, Seller has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement.

(o)      Ownership of Seller . SCP Distributors owns, directly, 100% of the issued and outstanding Capital Stock of all classes of Seller, free and clear of any Adverse Claim (other than Adverse Claims granted in connection with the Senior Credit Agreement, as such agreement may be amended or refinanced from time to time). Such Capital Stock are validly issued and there are no options, warrants or other rights to acquire Capital Stock of Seller.

(p)      Not an Investment Company . Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)      Compliance with Law . Seller has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except, in each case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r)      Compliance with Credit and Collection Policy . Seller has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except any material change as to which the Co-Agents have been notified in accordance with Section 5.2(c) .

(s)      Payments to Applicable Originators . With respect to each Receivable, Seller has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under the Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)      Enforceability of Contracts . Each Contract with respect to each Eligible Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Eligible Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)      Eligible Receivables . Each Receivable included in the Net Pool Balance on a Settlement Report as an Eligible Receivable was an Eligible Receivable as of the last day of the period covered by such Settlement Report.

(v)      No Investment Excess . Seller has determined that, immediately after giving effect to each Purchase hereunder, no Investment Excess exists.

(w)      Financial Information . All balance sheets, all statements of income and of cash flow and all other financial information of Seller (other than projections) furnished to any of the Agents or Purchasers and described in Section 5.1 have been and will be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of Seller covered thereby as at the dates thereof and the results of its operations for the periods then ended; provided that unaudited financial statements of Seller have been prepared without footnotes, without reliance on any physical inventory and are subject to year-end adjustments.

(x)      OFAC . Seller is not a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(y)      Patriot Act . Seller is in compliance, in all material respects, with the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”). No part of the proceeds of the Purchases will be used in violation of any applicable law or regulation, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 3.2.      Representations and Warranties of the Servicer . The Servicer hereby represents and warrants to the Administrative Agent and the Purchasers as of the date hereof and as of each Purchase Date that:

(a)      Existence and Power . The Servicer is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Servicer is duly qualified to do business and is in good standing as a foreign limited liability company, and has and holds all limited liability company power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b)      Power and Authority; Due Authorization, Execution and Delivery . The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder, are within its limited liability company powers and authority and have been duly authorized by all necessary limited liability company action on its part. This Agreement and each other Transaction Document to which the Servicer is a party has been duly executed and delivered by the Servicer.

(c)      No Conflict . The execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any material agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of the Servicer (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)      Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Servicer of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)      Actions, Suits . On the date hereof, except as disclosed in Performance Guarantor’s reports on SEC Form 10-K or 10-Q which have been previously delivered to the Co-Agents, and on any other day (i) there are no actions, suits or proceedings pending, or to the best of the Servicer’s knowledge, threatened, against or affecting the Servicer, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect, and (ii) the Servicer is not in default with respect to any order of any court, arbitrator or governmental body that could reasonably be expected to have a Material Adverse Effect.

(f)      Binding Effect . This Agreement and each other Transaction Document to which the Servicer is a party constitute the legal, valid and binding obligations of the Servicer enforceable against the Servicer in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)      Accuracy of Information . All information (other than projections) heretofore furnished by the Servicer or by any Authorized Officer of an Originator to the Administrative Agent or any of the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Servicer or any such Authorized Officer to the Administrative Agent or any of the Purchasers will be, true and accurate in all material respects on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)      Collections . The conditions and requirements set forth in Section 5.1(j) and Section 6.2 have at all times been satisfied and duly performed. Exhibit IV hereto (as updated from time to time by written notice from the Servicer to the Administrative Agent), sets forth:

(i) The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts,

(ii) The addresses of all Lock-Boxes, the numbers of all associated Lock-Box Accounts and the name and address of each Lock-Box Bank, and

(iii) The address of each Post Office Box.

The Servicer has not granted any Person, other than the Administrative Agent access to or control of any Post Office Box, Lock-Box, Lock-Box Account or Collection Account, or the right to take dominion and control of any such Post Office Box, Lock-Box, Lock-Box Account or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections of Receivables are deposited into any Collection Account or Lock-Box Account, the Servicer can promptly trace and identify which funds constitute Collections of the Receivables.

(i)      Material Adverse Effect . Since June 30, 2013, no event has occurred that would have a Material Adverse Effect.

(j)      Not an Investment Company . The Servicer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(k)      Compliance with Law . The Servicer has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

(l)      Compliance with Credit and Collection Policy . The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy prohibited by Section 5.2(c).

(m)      OFAC . Neither the Servicer nor any Originator nor any Subsidiary of any Originator is a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(n)      Patriot Act . Each of the Servicer, the Originators and their respective Subsidiaries is in compliance, in all material respects, with the Act. No part of the proceeds of the Receivables will be used in violation of any applicable law or regulation, directly or indirectly, by any of the foregoing for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(o)      ERISA.

(i) The Servicer and each ERISA Affiliate is in material compliance with all applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Servicer or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;

(ii) As of the date of this Agreement, no Pension Plan has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 of the Code) been incurred (without regard to any waiver granted under Section 412 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Servicer or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;

(iii) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Servicer nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan, or (D) failed to make a required installment or other required payment under Section 412 of the Code;

(iv) No ERISA Termination Event has occurred or is reasonably expected to occur; and

(v) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to the best knowledge of the Servicer after due inquiry, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by the Servicer or any ERISA Affiliate, (B) Pension Plan or (C) Multiemployer Plan.

(p)      Financial Information . All balance sheets, all statements of income and of cash flow and all other financial information of Performance Guarantor and its Subsidiaries (other than projections) furnished to any of the Agents or Purchasers and described in Section 5.1 have been and will be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended; provided that unaudited financial statements of Performance Guarantor and its Subsidiaries have been prepared without footnotes, without reliance on any physical inventory and are subject to year-end adjustments. Any projections furnished by Performance Guarantor or any of its Subsidiaries or by any Authorized Officer of Performance Guarantor or any of its Subsidiaries to any of the Agents or Purchasers for purposes of or in connection with this Agreement were prepared in good faith based upon estimates and assumptions stated therein which, at the time of preparation, were believed to be reasonable.

Section 3.3.      Committed Purchaser Representations and Warranties . Each Committed Purchaser that is in a Purchaser Group which includes a Conduit Purchaser hereby represents and warrants to its Co-Agent and such Conduit Purchaser that:

(a)      Existence and Power . Such Committed Purchaser is a corporation or a banking association duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all corporate power to perform its obligations hereunder.

(b)      No Conflict . The execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate or articles of incorporation or association or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets. This Agreement has been duly authorized, executed and delivered by such Committed Purchaser.

(c)      Governmental Authorization . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Committed Purchaser of this Agreement and the performance of its obligations hereunder.

(d)      Binding Effect . This Agreement constitutes the legal, valid and binding obligation of such Committed Purchaser enforceable against such Committed Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

ARTICLE IV.

CONDITIONS OF PURCHASES

Section 4.1.      Conditions Precedent to Initial Purchase . The initial Purchase under this Agreement is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the date of such Purchase those documents listed on Schedule B, and (b) the Agents and the Purchasers shall have received all Fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letters.

Section 4.2.      Conditions Precedent to All Purchases . Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent and the Purchasers on or prior to the date of such Purchase, in form satisfactory to the Administrative Agent, all Settlement Reports as and when due under Section 6.6 ; (b) the Facility Termination Date shall not have occurred, (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request, it being understood that no such opinions shall be requested unless there has been a change in law or circumstance and (d) on the applicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by Seller that such statements are then true):

(i)      the representations and warranties set forth in Article III are true and correct in all material respects on and as of the Purchase Date of such Purchase as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects as of such earlier date;

(ii)      no event has occurred and is continuing, or would result from such Purchase, that will constitute an Amortization Event or a Potential Amortization Event; and

(iii)      no Investment Excess exists or will result from such Purchase.

ARTICLE V.

COVENANTS

Section 5.1.      Affirmative Covenants of Seller Parties . Until the date on which the Aggregate Unpaids have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination or expiration of all of the Commitments:

(a)      Financial Reporting . Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Co-Agents:

(i)      Annual Reporting. As soon as available and in any event within ninety (90) days after the end of each Fiscal Year (or, if earlier, on the date of any required public filing thereof), (A) a copy of the consolidated balance sheet of Performance Guarantor and its Subsidiaries, and the related consolidated statements of income and cash flow of Performance Guarantor and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by a “Big Four” accounting firm or other independent public accountants reasonably acceptable to the Co-Agents, together with (B) unaudited annual financial statements of Seller.

(ii)      Quarterly Reporting . As soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each Fiscal Year (or, if earlier, on the date of any required public filing thereof), an unaudited consolidated balance sheet of Performance Guarantor and its Subsidiaries as of the end of such fiscal quarter and consolidated statements of income and cash flow of Performance Guarantor and its Subsidiaries for such fiscal quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such fiscal quarter, and including (in each case), in comparative form the figures for the corresponding fiscal quarter in, and year to date portion of, the immediately preceding Fiscal Year, certified as complete and correct by the chief financial or accounting Authorized Officer of Performance Guarantor (subject to normal year-end audit adjustments.

(iii)      Compliance Certificates . Together with the financial statements required hereunder, (a) an Officer’s Compliance Certificate (as defined in the Senior Credit Agreement and whether or not the same remains in effect) either addressed to (or accompanied by a cover letter permitting reliance thereon by) the Administrative Agent, the Co-Agents and the Purchasers, and (b) a compliance certificate in substantially the form of Exhibit V signed by an Authorized Officer of Servicer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)      Shareholders Statements and Reports . Promptly upon the furnishing thereof to the shareholders of Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

(v)      S.E.C. Filings . Promptly upon the filing thereof, copies of all registration statements (other than any registration statements on Form S-8 or its equivalent) and any reports on Form 8-K, 10-K or 10-Q which Performance Guarantor or any of its Subsidiaries files with the SEC.

(vi)      Copies of Notices . Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Originator, any Collection Bank or any Lock-Box Bank, copies of the same.

(vii)      Material Indebtedness, Projections and Notices . Promptly upon furnishing thereof to the lenders or noteholders under any the Senior Credit Agreement or any other agreement governing any Material Indebtedness of Performance Guarantor or any of its Subsidiaries (or any agent or trustee for the foregoing), copies of all projections, compliance certificates and default notices required to be delivered pursuant to such agreements (in each case without duplication of any of the items described above in this Section 5.1(a) ).

(viii)      Other Information . Promptly, from time to time, such other information, documents, records or reports relating to the Receivables, the financial condition, operations or business of such Seller Party, or the aggregate principal amount of outstanding purchase money Indebtedness that is subject to a priming lien in respect of each Originator’s inventory as the Administrative Agent or any Purchaser may from time to time reasonably request in order to protect the interests of the Administrative Agent and the Purchasers under or as contemplated by this Agreement.

Reports and financial statements required to be delivered pursuant to clauses (i), (ii), (iv) and (v) of this Section 5.1(a) shall be deemed to have been delivered on the date when such reports, or reports containing such financial statements, are posted on the SEC’s website at www.sec.gov, Performance Guarantor’s website at www.poolcorp.com or on EDGAR Online. Seller will promptly notify the Co-Agents in writing of such posting (which may be provided by email).

(b)      Notices . Such Seller Party will notify the Co-Agents writing signed by an Authorized Officer of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)      Amortization Events or Potential Amortization Events . The occurrence of each Amortization Event and each Potential Amortization Event.

(ii)      Judgment and Proceedings . The entry of any judgment or decree against Seller if the aggregate amount of all judgments and decrees then outstanding against Seller exceeds $15,324 after deducting (A) the amount with respect to which Seller is insured and with respect to which the insurer has not disputed coverage, and (B) the amount for which Seller is otherwise indemnified if the terms of such indemnification are satisfactory to the Co-Agents.

(iii)      Material Adverse Effect . The occurrence of any other event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect, including, without limitation, any event described in Section 8.5 of the Senior Credit Agreement, whether or not the same remains in effect .

(iv)      Defaults Under Other Agreements . Without duplication of any notice given under Section 5.1(b)(iii) , the occurrence of a default or an event of default under any other financing arrangement relating to Material Indebtedness (including a line of credit which would constitute Material Indebtedness if fully funded) in aggregate principal amount pursuant to which any Seller Party or Originator is a debtor or an obligor.

(v)      Termination Date . The occurrence of the “Termination Date” under the Sale Agreement.

(vi)      Change of Independent Director . At least 10 days prior to any proposed change of the sole (or, as applicable, the sole remaining) Independent Director for any reason other than death, incapacity or resignation of the incumbent director, notice of such proposed change together with a certificate of Seller certifying that the proposed replacement director satisfies the criteria set forth in the definition of “ Independent Director ” and requesting the Administrative Agent’s written acknowledgement that in its reasonable judgment, the designated replacement satisfies such criteria. As soon as reasonably practicable but in any event within 10 days after any Seller Party receives notice of the death, incapacity or resignation of the sole (or, as applicable, the sole remaining) incumbent Independent Director, notice of the proposed replacement director together with a certificate of Seller certifying that the proposed replacement director satisfies the criteria set forth in the definition of “ Independent Director ” and requesting the Administrative Agent’s written acknowledgement that in its reasonable judgment, the designated replacement satisfies such criteria.

(c)      Compliance with Laws and Preservation of Legal Existence . Such Seller Party will comply with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

(d)      Audits . Such Seller Party will furnish to the Agents from time to time such information with respect to it and the Receivables as any of the Agents may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by any of the Agents upon reasonable notice and at the sole cost of such Seller Party, permit the Administrative Agent (accompanied by any Co-Agent), or its respective agents or representatives (and shall cause each Originator to permit the Administrative Agent (accompanied by any Co-Agent), or its respective agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person during reasonable business hours for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters (each such visit, a “Review” ); provided that, so long as no Amortization Event has occurred and is continuing, the Administrative Agent will not request more than two Reviews in any one Contract Year and anticipates that only one Review will be required in each Contract Year.

(e)      Keeping and Marking of Records and Books.

(i)      The Servicer will (and will cause each other Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will (and will cause each Originator to) give each of the Co-Agents notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)      The Servicer will (and will cause each other Originator to) (A) on or prior to the date hereof, make a notation in the header section of its month-end accounts receivable aging, acceptable to the Administrative Agent, describing the Receivable Interests, and (B) upon the request of the Administrative Agent following the occurrence and during the continuation of an Amortization Event, deliver to the Administrative Agent all invoices included in the Contracts (including, without limitation, all multiple originals of any such invoice) relating to the Receivables.

(f)      Compliance with Contracts and Credit and Collection Policy . The Servicer will (and will cause each other Originator to) timely and fully (i) perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)      Performance and Enforcement of the Sale Agreement and the Performance Undertaking . Seller will, and will require each of the Originators to, perform each of their respective obligations and undertakings under and pursuant to the Sale Agreement. Seller will purchase Receivables under the Sale Agreement in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to it as the buyer under the Sale Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent and the Purchasers as assignees of Seller) under the Sale Agreement and the Performance Undertaking as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Sale Agreement.

(h)      Ownership . Seller will (or will require each Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Purchasers, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Purchasers, a valid and perfected first priority Security Interest in the Collateral to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Administrative Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions) to perfect the Administrative Agent’s (for the benefit of the Purchasers) Security Interest in the Collateral and such other action to perfect, protect or more fully evidence the Security Interest of the Administrative Agent for the benefit of the Purchasers as the Administrative Agent or any Purchaser may reasonably request).

(i)      Separateness . Seller acknowledges that the Agents and the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each of the Originators and their respective other Affiliates (each, a “Related Entity” ). Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that any of the Agents may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of the other Related Entities and not just a division thereof. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, except as herein specifically otherwise provided, Seller will:

(i)      compensate all employees, consultants and agents directly, from Seller’s bank accounts, for services provided to Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of any other Related Entity, allocate the compensation of such employee, consultant or agent between Seller and such Related Entity on a basis which reflects the services rendered to Seller and such Related Entity;

(ii)      clearly identify its offices as separate and distinct from any space occupied by any other Related Entity even if such space is leased or subleased from, or is on or near premises occupied by, any other Related Entity;

(iii)      have a separate telephone number which is answered only in its name and separate stationery and other business forms (each of which may be computer-generated);

(iv)      conduct its business solely in its own name through its duly authorized officers or agents including, without limitation, in all oral and written communications such as letters, invoices, purchase orders, contracts, statements and applications;

(v)      allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Seller and any other Related Entity on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(vi)      at all times maintain at least one Independent Director;

(vii)      maintain its Organizational Documents in conformity with this Agreement, such that (A) it does not amend, restate, supplement or otherwise modify such Organizational Document in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, this Section 5.1(i) ; and (B) it provides for the notice, Seller certification and the Administrative Agent’s written acknowledgement specified in Section 5.1(b)(vi) hereof;

(viii)      ensure that all limited liability company actions with respect to (A) the filing for any petition of bankruptcy of Seller and (B) the merger, consolidation, dissolution or liquidation of Seller are duly authorized by unanimous vote of its directors (including the Independent Director);

(ix)      maintain complete and correct books and records of account and minutes of meetings and other proceedings of its equity holder(s) and directors;

(x)      maintain its financial, limited liability company and other books and records separate from those of any other Related Entity;

(xi)      prepare its financial statements separately from those of other Related Entities and insure that any consolidated financial statements of any other Related Entity that include Seller have detailed notes clearly stating that Seller is a separate legal entity;

(xii)      maintain bank accounts that are separate from those of any other Related Entity and, except as permitted in the Transaction Documents, not commingle funds or other assets of Seller with those of any other Related Entity;

(xiii)      pay operating expenses and liabilities from its own funds and not permit any other Related Entity to pay any of Seller’s operating expenses or liabilities (except pursuant to allocation arrangements that comply with the requirements of clause (ii) above);

(xiv)      maintain adequate capitalization in light of its business and purpose and in any event maintain at all times the Required Capital Amount and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause such Required Capital Amount to cease to be so maintained;

(xv)      not hold itself out or permit itself to be held out as having agreed to pay or as being liable for the debts of any other Related Entity nor will it hold any other Related Entity out or permit any other Related Entity to be held out as having agreed to pay or as being liable for the debts of Seller nor will it fail to correct any known misrepresentation with respect to the foregoing;

(xvi)      not operate or purport to operate as an integrated, single economic unit with one or more of the other Related Entities; provided that the foregoing shall not preclude consolidation of Seller’s financial statements with those of any Related Entity in accordance with GAAP;

(xvii)      not seek or obtain credit or incur any obligation to any third party based upon the assets of one or more of the other Related Entities or induce any such third party to reasonably rely on the creditworthiness of one or more of the other Related Entities;

(xviii)      not guaranty or otherwise become liable with respect to indebtedness of any other Related Entity nor permit guaranties or liability by any other Related Entity of the indebtedness of Seller (except as contemplated by the Performance Undertaking and this Agreement);

(xix)      maintain an arm’s-length relationship with each other Related Entity, including, without limitation, payment of an arm’s-length servicing fee for any receivables-servicing functions performed by any other Related Entity on behalf of Seller;

(xx)      not, directly or indirectly, be named and shall not enter into any agreement to be named as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of any other Related Entity with respect to any loss suffered by a Related Entity; and

(xxi)      take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Jones Walker LLP, as counsel for Seller Parties, in connection with the closing or initial purchase under the Sale Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j)      Collections . The Seller Parties shall, or will cause the Originators to, direct all Obligors to make payments of the Receivables as follows:

(i) Directly to a Post Office Box that is subject to a P.O. Box Agreement and from which mail is picked up each Business Day and deposited with two (2) Business Days in a Collection Account that is subject to an Account Control Agreement;

(ii) Directly to a Lock Box that clears through a Lock-Box Account which is subject to an Account Control Agreement;

(iii) Directly to a Collection Account which is subject to an Account Control Agreement;

(iv) To a Cash Application Center which deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement; or

(v) To a Sales Center which either (A) deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement, or (B) sweeps its Collections into a Collection Account that is subject to an Account Control Agreement within two (2) Business Days.

The Seller Parties will, and will cause the Originators to, use commercially reasonable efforts to ensure that the overall percentage of Collections made to Sales Centers does not materially increase.

(k)      Taxes . Such Seller Party will file all federal and all other material tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of Excluded Taxes.

(l)      Insurance . Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment; provided that such insurance shall be permitted to be consolidated with insurance of Performance Guarantor and its other Subsidiaries so long as the cost of such insurance is reasonably allocated to Seller, Performance Guarantor and its other Subsidiaries.

(m)      Payment to Originators . With respect to any Receivable purchased by Seller from an Originator, such purchase shall be effected under, and in strict compliance with the terms of, the Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

Section 5.2.      Negative Covenants of Seller Parties . Until the date on which the Aggregate Unpaids have been paid in full (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination or expiration of all of the Commitments:

(a)      Name Change, Offices and Records . Seller will not change its name, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Administrative Agent and the Purchasers at least thirty (30) days’ prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents reasonably requested by the Administrative Agent in connection with such change or relocation.

(b)      Change in Payment Instructions to Obligors . Except as may be required by the Administrative Agent pursuant to Section 6.2(c) from and after the Dominion Date, such Seller Party will not (i) add or terminate any bank as a Lock-Box Bank or Collection Bank, (ii) add or terminate any Lock-Box, Lock-Box Account, Collection Account, (iii) add or terminate any Post Office Box, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor: (A) written notice of such addition, termination or change, together with an updated version of Exhibit III to the Sale Agreement and Exhibit IV to this Agreement, (B) with respect to the addition or termination of a Lock-Box Bank, Lock-Box, Lock-Box Account or Collection Account, an executed Account Control Agreement (or amendment to an existing Account Control Agreement, reflecting such addition, termination or change; and (C) with respect to the addition of a Post Office Box, an executed P.O. Box Agreement with respect to such new Post Office Box. In addition, except as may be required by the Administrative Agent pursuant to Section 6.2(c) from and after the Dominion Date or as may be necessary to comply with the last sentence of Section 5.1(j) , such Seller Party will not make any change in the instructions to any Obligor as to where payments on the Receivables should be made; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Lock-Box Account or Collection Account that is subject to an Account Control Agreement.

(c)      Modifications to Contracts and Credit and Collection Policy . No Seller Party will, and no Seller Party will permit any Originator to, make any change to the Credit and Collection Policy that could reasonably be expected to decrease the credit quality of any newly created Receivables or materially adversely affect the collectability of the Receivables. Except as provided in Section 6.2(d) , no Seller Party will, or will permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any terms of any Contract related to such Receivable in any material respect other than in accordance with the Credit and Collection Policy.

(d)      Sales, Liens . Other than the ownership and Security Interests contemplated by the Transaction Documents, Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box, Lock-Box Account, Collection Account or Post Office Box, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Administrative Agent for the benefit of the Purchasers provided for herein), and Seller will defend the right, title and interest of the Administrative Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator.

(e)      Termination of Sale Agreement . Except as otherwise permitted under Section 7.1(k) , Seller will not terminate the Sale Agreement or send any termination notice to any Originator in respect thereof, without the prior written consent of each of the Agents.

(f)      Restricted Junior Payments . After the occurrence and during the continuance of any Amortization Event, Seller will not make any Restricted Junior Payment while any Aggregate Unpaids remain outstanding.

(g)      Seller Indebtedness . Except as contemplated by the Transaction Documents, Seller will not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the Aggregate Unpaids, (ii) the Subordinated Loans, and (iii) other current accounts payable arising in the ordinary course of business and not overdue, unless such overdue accounts payable are disputed and being contested in good faith.

(h)      Prohibition on Additional Negative Pledges . Seller will not enter into or assume (and will not consent pursuant to the Sale Agreement to any Originator’s entering into or assuming) any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Collateral except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents.

ARTICLE VI.

ADMINISTRATION AND COLLECTION

Section 6.1.      Designation of the Servicer.

(a)      The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer” ) so designated from time to time in accordance with this Section 6.1 . Distributors is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event, the Administrative Agent and the Purchasers may at any time designate as the Servicer any Person to succeed Distributors or any successor Servicer.

(b)      Distributors may delegate to the other Originators, as sub-servicers of the Servicer (each such other Originator, a “Sub-Servicer” ), certain of its duties and responsibilities as the Servicer hereunder in respect of the Receivables originated by such Originators. Without the prior written consent of the Purchasers, the Servicer shall not be permitted to delegate any of its duties or responsibilities as the Servicer to any Person other than (i) the other Originators, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. None of the Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by Distributors. If at any time following the occurrence of an Amortization Event, the Agents shall designate as the Servicer any Person other than Distributors, all duties and responsibilities theretofore delegated by Distributors to any of the Sub-Servicers may, at the discretion of the Administrative Agent or any of the Agents, be terminated forthwith on notice given by any of the Agents to the other Agents, Distributors and Seller.

(c)      Notwithstanding the foregoing subsection (b), (i) the Servicer shall be and remain primarily liable to the Administrative Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agents and the Purchasers shall be entitled to deal exclusively with the Servicer in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agents and the Purchasers shall not be required to give notice, demand or other communication to any Person other than the Servicer in order for communication to the Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Servicer, at all times that it is the Servicer, shall be responsible for providing any Sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Section 6.2.      Duties of the Servicer.

(a)      The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy of each respective Originator.

(b)      The Servicer shall direct all Obligors to make payments of the Receivables as follows:

(i) Directly to a Post Office Box that is subject to a P.O. Box Agreement and from which mail is picked up each Business Day and deposited with two (2) Business Days in a Collection Account that is subject to an Account Control Agreement;

(ii) Directly to a Lock Box that clears through a Lock-Box Account which is subject to an Account Control Agreement;

(iii) Directly to a Collection Account which is subject to an Account Control Agreement;

(iv) To a Cash Application Center which deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement; or

(v) To a Sales Center which either (A) deposits its receipts each Business Day into a Collection Account that is subject to an Account Control Agreement, or (B) sweeps its Collections into a Collection Account that is subject to an Account Control Agreement within two (2) Business Days.

If, notwithstanding the foregoing, any Obligor makes payment to any Seller Party or Originator other than at a Cash Application Center or Sales Center, the Seller or the Servicer, as the case may be, agrees to remit, or to cause the applicable Originator to remit, any Collections (including any security deposits applied to the Outstanding Balance of any Receivable) that it receives on Receivables directly to a Collection Account that is subject to an Account Control Agreement within two (2) Business Days after receipt thereof, and further agrees that all such Collections shall be deemed to be received in trust for the Administrative Agent and the Purchasers; provided that prior to the Dominion Date, the Seller or the Servicer may retain such Collections until required to be turned over to the Administrative Agent or the Co-Agents on the next Settlement Date.

(c)      From and after the date the Administrative Agent delivers to any Lock-Box Bank(s) or Collection Bank(s) a Notice of Exclusive Control pursuant to Section 6.4 (each such date, the “Dominion Date” ), the Administrative Agent, on behalf of the Purchasers, may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

(d)      The Servicer (and from and after the Dominion Date, the Administrative Agent) shall administer the Collections in accordance with the procedures described herein and in Article II . Subject to the last sentence of this Section 6.2(d) , the Servicer shall hold in trust for the account of Seller and each Purchaser their respective shares of the Collections in accordance with Article II . From and after the Dominion Date, the Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids, and the requirement to continue such segregation shall continue until such Amortization Event is waived in the sole discretion of the Required Co-Agents or until the conditions to further Purchases set forth in Section 4.2 are satisfied. Subject to Section 2.2 , at all times while the Servicer is required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, for so long as the Administrative Agent is not permitted to and has not requested the segregation of Collections in accordance with this Section 6.2(d) and Distributors or one of its Affiliates is the Servicer, the Servicer may process Collections as a part of a central cash management system maintained by Distributors and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Seller and its Receivables and all other participants in such system and, prior to the Dominion Date, such funds may be commingled with other funds of Distributors and its Affiliates.

(e)      The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable, Defaulted Receivable or Charged-Off Receivable or limit the rights of the Administrative Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(f)      The Servicer shall hold in trust for Seller and the Administrative Agent and each Purchaser all Records in its possession that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, following the occurrence of an Amortization Event that is continuing (provided such Amortization Event is not, in the sole discretion of the Administrative Agent and the Purchasers, waived in accordance with this Agreement, and provided further that neither the Administrative Agent nor any Purchaser shall be required to grant any such waiver), as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Servicer shall, one (1) Business Day following receipt thereof turn over (A) to Seller any cash Collections or other cash proceeds in accordance with Article II and (B) to the applicable Person any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrative Agent or any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II .

(g)      Any payment by an Obligor in respect of any indebtedness owed by it to an Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.3.      Lock-Box Accounts and Collection Accounts . Subject to the terms of the applicable Account Control Agreement, the Seller Parties shall grant to the Administrative Agent for the benefit of the Purchasers “control” (within the meaning of the UCC) over each Lock-Box and Lock-Box Account and each Collection Account from time to time identified by the Administrative Agent.

Section 6.4.      Notices of Exclusive Control; P.O. Box Agreements . The Administrative Agent is authorized to date and to deliver to the Lock-Box Banks and Collection Banks the Notices of Exclusive Control, and to the applicable postmasters, the P.O. Box Agreements, upon the occurrence and during the continuance of an Amortization Event. Subject to the terms of the applicable Account Control Agreement, the applicable Originator has transferred to the Administrative Agent, for the benefit of the Purchasers, exclusive “control” over each Collection Account identified on Exhibit IV hereto and each of the Lock-Box Accounts; provided, however, that the Seller Parties shall retain the right to direct dispositions of funds from the Collection Accounts and Lock-Box Accounts prior to the Dominion Date. Each of the Seller Parties hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled (a) at any time after delivery of the Notices of Exclusive Control and the P.O. Box Agreements, to endorse the applicable Seller Party’s (or the applicable Originator’s) name on checks and other instruments representing Collections, (b) at any time after an Amortization Event hereunder has occurred and is continuing, to enforce the Receivables, the related Contracts and the Related Security, and (c) at any time after an Amortization Event hereunder has occurred and is continuing, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than the Seller Parties or the Originators.

Section 6.5.      Responsibilities under Contracts . Anything herein to the contrary notwithstanding, the exercise by the Agents and the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller or any Originator.

Section 6.6.      Reports .

(a)      On each Weekly Reporting Date, the Servicer shall prepare and deliver not later than 11:00 a.m. (New York City time) to the Co-Agents a Weekly Report in the form of Exhibit VII I hereto (appropriately completed and executed).

(b)      On each Monthly Reporting Date, the Servicer shall prepare and deliver not later than 11:00 a.m. (New York City time) to the Co-Agents, a Monthly Report for the calendar month then most recently ended in the form of Exhibit IX hereto (appropriately completed and executed).

(c)      At such times as any Co-Agent shall reasonably request, the Servicer shall prepare and deliver not later than 11:00 a.m. (New York City time) two (2) Business Days after such request a listing by Obligor of all Receivables together with an aging of such Receivables.

Section 6.7.      Servicing Fees . In consideration of Distributors’ agreement to act as the Servicer hereunder, so long as Distributors shall continue to perform as the Servicer hereunder, Distributors shall be paid a fee (the “Servicing Fee” ) on each Monthly Payment Date, in arrears for the immediately preceding Calculation Period, equal to 1.0% per annum of the average aggregate Outstanding Balance of all Receivables during such period. At any time while the Servicer is not an Affiliate of Seller, the Servicing Fee shall be computed at such rate per annum as the Administrative Agent, Seller and the substitute the Servicer may mutually agree.

ARTICLE VII.

AMORTIZATION EVENTS

Section 7.1.      Amortization Events . The occurrence of any one or more of the following events shall constitute an “Amortization Event” :

(a)      (i) Any Seller Party shall fail to make any payment or deposit of Capital required to be paid under this Agreement; or (ii) any Seller Party shall fail to make any payment or deposit of any other amount required to be paid to any of the Agents, Purchasers or Indemnified Parties under this Agreement or any other Transaction Document to which it is a party and such failure under this clause (ii) continues for five (5) consecutive Business Days after the date when the same was required to be made.

(b)      Any Seller Party shall fail to perform or observe any covenant contained in any provision of Section 5.2 , Section 6.2(c) or Section 6.6 when the same is required to be performed.

(c)      Any Seller Party shall fail to perform or observe any other covenant, agreement or other obligation hereunder (other than as referred to in another paragraph of this Section 7.1 ) or any other Transaction Document to which it is a party and such failure shall continue for thirty (30) days following the earlier to occur of (i) notice from any of the Agents or Purchasers of such non-performance or non-observance, or (ii) the date on which an Authorized Officer of such Seller Party otherwise becomes aware of such non-performance or non-observance.

(d)      Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document required to be delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made in any material respect; provided that the materiality threshold in this subsection shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

(e)      On any Settlement Date, after giving effect to the turnover and application of Collections and Deemed Collections, the Aggregate Capital shall exceed the Facility Limit or an Investment Excess shall be continuing.

(f)      (i) Seller shall fail to pay any principal of or premium or interest on any of its Indebtedness (other than Indebtedness under this Agreement) which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof; or

(ii) Performance Guarantor, Servicer or any Originator shall fail to pay any principal of or premium or interest on any of its Material Indebtedness which is outstanding when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Material Indebtedness shall be required to be made, in each case prior to the stated maturity thereof.

(g)      (i) Any Seller Party or any Originator shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or

(ii) Any proceeding shall be instituted by or against Seller seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or

(iii) (A) Any proceeding shall be instituted by Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (B) any proceeding shall be instituted against Performance Guarantor, Servicer or any Originator seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property and, unless such proceeding is consented to or acquiesced in by Performance Guarantor, Servicer or any Originator, such proceeding of the type described in this clause (B) remains undismissed, unvacated or unstayed for a period of sixty (60) days, or

(iv) Any Seller Party or any Originator shall take any corporate or limited liability company action to authorize any of the actions set forth in clauses (i), (ii) or (iii) above in this subsection (g).

(h)      As at the end of any calendar month:

(i)      the average of the Delinquency Ratios for the three months then most recently ended shall exceed 15.0%;

(ii)      the average of the Default Ratios for the three months then most recently ended shall exceed 3.0%; or

(iii)      the average of the Dilution Ratios for the three months then most recently ended shall exceed 12.0%.

(i)      A Change of Control shall occur.

(j)      (i) One or more final judgments for the payment of money in an amount in excess of $15,324, individually or in the aggregate, shall be entered against Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $7,500,000 in any Fiscal Year shall be entered against Performance Guarantor, Servicer or any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution.

(k)      Either (i) the “Termination Date” under and as defined in the Sale Agreement shall occur or (ii) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to Seller under the Sale Agreement, provided, however, that upon 30 days’ prior written notice, an Originator may cease to sell or contribute Receivables to Seller (and otherwise cease to be a party) under the Sale Agreement without causing an Amortization Event under this Agreement if such Originator has consolidated or merged with or into (or otherwise sold all or substantially all of its assets to) another Originator.

(l)      The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder.

(m)      This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or any other Seller Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority Security Interest in the Receivables, the Related Security, the Collections with respect thereto, the Lock-Box Accounts or any of the Collection Accounts that is subject to an Account Control Agreement.

(n)      The Internal Revenue Service shall file notice of a Lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or Related Security and such Lien shall not have been released within thirty (30) days.

(o)      The PBGC shall file notice of a Lien pursuant to Section 4068 of ERISA with respect to any of the Receivables or Related Security and such Lien shall not have been released within thirty (30) days; or the occurrence of any of the following events: (i) the Performance Guarantor or any ERISA Affiliate fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Section 412 of the Code, the Performance Guarantor or any ERISA Affiliate is required to pay as contributions thereto, (ii) an accumulated funding deficiency in excess of $5,000,000 occurs or exists, whether or not waived, with respect to any Pension Plan, (iii) an ERISA Termination Event or (iv) the Performance Guarantor or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring payments in an amount exceeding $5,000,000 in the aggregate or $2,000,000 per annum.

(p)      As of any fiscal quarter end, the Average Total Leverage Ratio (as defined in the Senior Credit Agreement as in effect on the date hereof or hereafter amended with the consent of the Co-Agents) is greater than or equal to 3.25 to 1.00.

(q)      As of any fiscal quarter end the ratio of (a) EBITDAR (as defined in the Senior Credit Agreement as in effect on the date hereof or hereafter amended with the consent of the Co-Agents) for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date to (b) the sum of (i) Interest Expense (as defined in the Senior Credit Agreement) paid or payable in cash for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date plus (ii) Rental Expense (as defined in the Senior Credit Agreement) for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date is less than 2.25 to 1.00.

Section 7.2.      Remedies . Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent may, and upon the direction of the Required Co-Agents, shall, take any of the following actions: (i) replace the Person then acting as the Servicer, (ii) upon notice to the Seller Parties, declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party; provided, however, that upon the occurrence of an Amortization Event described in Section 7.1(g)(ii) or (iii) , or of an actual or deemed entry of an order for relief with respect to any Seller Party under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Seller Party, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Notice of Exclusive Controls, and (v) notify Obligors of the Administrative Agent’s and Purchasers’ interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VIII.

INDEMNIFICATION

Section 8.1.      Indemnities by Seller . (a) Without limiting any other rights that any of the Agents or Purchasers may have hereunder or under applicable law, Seller hereby agrees to indemnify (and pay upon demand to) each of the Agents, the Purchasers and their respective successors, assigns, officers, directors, agents, employees and, in the case of a Conduit Purchaser, liquidity providers under the applicable Liquidity Agreement (each of the foregoing, an “Indemnified Party” ) from and against any and all damages, losses, claims, taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the Administrative Agent or any Purchaser of an interest in the Receivables excluding, however, in all of the foregoing instances:

(A) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, bad faith or willful misconduct on the part of an Indemnified Party;

(B) Indemnified Amounts to the extent the same include losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor; or

(C) Excluded Taxes of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Receivable Interests as a loan or loans by the Purchasers to Seller secured by the Collateral;

provided, however, that nothing contained in this sentence shall limit the liability of Seller or limit the recourse of the Agents or the Purchasers to Seller for amounts otherwise specifically provided to be paid by Seller under the terms of the Transaction Documents. Without limiting the generality of the foregoing indemnification, Seller shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to Seller) relating to or resulting from:

(i)      any representation or warranty made by any Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report required to be delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(ii)      the failure by any Seller Party or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)      any failure of any Seller Party or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of any Transaction Document to which it is a party;

(iv)      any environmental liability, products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)      any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi)      the commingling of Collections of Receivables at any time with other funds;

(vii)      any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Purchase, the ownership of the Receivable Interests or any other investigation, litigation or proceeding relating to any Seller Party or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)      any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)      any Amortization Event described in Section 7.1(g) ;

(x)      any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from any Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of Seller to give reasonably equivalent value to the applicable Originator under the Sale Agreement in consideration of the transfer by it of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi)      any failure to vest and maintain vested in the Administrative Agent (for the benefit of the Purchasers) a valid and perfected ownership interest (to the extent of the Receivable Interests) or a first priority perfected Security Interest in the Collateral, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xii)      the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, whether on the date hereof or at any subsequent time, except to the extent such failure or delay is caused by the Administrative Agent;

(xiii)      any action or omission by any Seller Party which reduces or impairs the rights of the Administrative Agent or the Purchasers with respect to any Collateral or the value of any Collateral;

(xiv)      any attempt by any Person to void any Purchase or the Security Interest in the Collateral granted hereunder, whether under statutory provision, common law or equitable action; and

(xv)      the failure of any Receivable included in the calculation of the Investment Base as an Eligible Receivable to be an Eligible Receivable at the time so included.

(b)    After receipt by an Indemnified Party of notice of any investigative, administrative or judicial proceeding (collectively, a “Proceeding” ) involving such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made against Seller hereunder, promptly notify Seller in writing, and in reasonable detail, of such Proceeding. Upon receipt of notice from an Indemnified Party seeking indemnification hereunder with respect to any such Proceeding, Seller shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Administrative Agent. Upon Seller’s assumption of the defense of any such Proceeding, the Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel but Seller shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (x) Seller agrees in writing to pay such fees and expenses, (y) Seller fails to employ counsel reasonably satisfactory to the Administrative Agent in a timely manner, or (z) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between Seller, on the one hand, and the Indemnified Party, on the other hand, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to Seller; provided, however, that Seller shall not in any event be responsible hereunder for the fees and expenses of more than one counsel (plus local counsel, where necessary) for all Indemnified Parties in connection with any Proceeding.

Seller shall have the sole authority to settle any claim for monetary damages and, if Seller chooses not to assume the defense of any such Proceeding, no Indemnified Party will consent to a settlement of, or the entry of any judgment arising from, any Proceeding without Seller’s prior written consent, which shall not be unreasonably withheld or delayed.

Section 8.2.      Indemnities by the Servicer . (a) Without limiting any other rights that the Administrative Agent or any Purchaser may have hereunder or under applicable law, the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party from and against any and all damages, losses, claims, taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Servicer Indemnified Amounts” ) awarded against or incurred by any of them arising out of or as a result of the Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances:

(A) Servicer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Servicer Indemnified Amounts resulted from gross negligence, bad faith or willful misconduct on the part of an Indemnified Party; and

(B) Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or financial inability or unwillingness to pay (other than a dispute giving rise to a Dilution) of the related Obligor;

provided, however, that nothing contained in this sentence shall limit the liability of the Servicer or limit the recourse of the Purchasers to the Servicer for Collections received by the Servicer and required to be remitted by it under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Servicer shall indemnify the Indemnified Parties for Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Servicer) relating to or resulting from:

(i)      any representation or warranty made by the Servicer (or any officers of the Servicer) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;

(ii)      the failure by the Servicer to comply with any applicable law, rule or regulation with respect to the collection of any Receivable or Related Security;

(iii)      any failure of the Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)      the commingling by the Servicer of Collections of Receivables or funds or other assets arising therefrom at any time with other funds;

(v)      any investigation, litigation or proceeding relating to the Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(vi)      any Amortization Event of the described in Section 7.1(g) with respect to the Servicer; and

(vii)      any action or omission by the Servicer relating to its obligations hereunder which reduces or impairs the rights of the Administrative Agent or the Purchasers with respect to any Receivable or the value of any such Receivable.

(b)    After receipt by an Indemnified Party of notice of any Proceedings involving such Indemnified Party, such Indemnified Party shall, if a claim in respect thereof is to be made against Servicer hereunder, promptly notify the Servicer in writing, and in reasonable detail, of such Proceeding. Upon receipt of notice from an Indemnified Party seeking indemnification hereunder with respect to any such Proceeding, the Servicer shall be entitled to assume the defense of any such Proceeding with counsel reasonably satisfactory to the Administrative Agent. Upon the Servicer’s assumption of the defense of any such Proceeding, the Indemnified Party shall have the right to participate in such Proceeding and to retain its own counsel but the Servicer shall not be liable for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof unless (x) the Servicer agrees in writing to pay such fees and expenses, (y) the Servicer fails to employ counsel reasonably satisfactory to the Administrative Agent in a timely manner, or (z) the Indemnified Party shall have been advised by counsel that there are actual or potential conflicting interests between the Servicer, on the one hand, and the Indemnified Party, on the other hand, including situations in which there are one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the Servicer; provided, however, that the Servicer shall not in any event be responsible hereunder for the fees and expenses of more than one counsel (plus local counsel, where necessary) for all Indemnified Parties in connection with any Proceeding. The Servicer shall have the sole authority to settle any claim for monetary damages and, if the Servicer chooses not to assume the defense of any such Proceeding, no Indemnified Party will consent to a settlement of, or the entry of any judgment arising from, any Proceeding without the Servicer’s prior written consent, which shall not be unreasonably withheld or delayed.

Section 8.3.      Increased Cost and Reduced Return . If after the date hereof, any Regulatory Change shall occur: (i) that subjects any Purchaser (or its holding company) to any charge or withholding on or with respect to this Agreement, the Purchasers’ Fee Letter, any Liquidity Agreement to which such Purchaser is a party or a Purchaser’s obligations hereunder or thereunder, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser under this Agreement, the Purchasers’ Fee Letter, any Liquidity Agreement to which such Purchaser is a party or a Purchaser’s obligations hereunder (except for Excluded Taxes or taxes excluded by Section 8.1 ), (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of any Purchaser, or credit extended by any Purchaser pursuant to this Agreement or any Liquidity Agreement to which it is a party or (iii) that imposes any other condition the result of which is to increase the cost to any Purchaser of performing its obligations under this Agreement or any Liquidity Agreement to which it is a party, or to reduce the rate of return on any Purchaser’s (or its holding company’s) capital as a consequence of its obligations under this Agreement or any Liquidity Agreement to which it is a party, or to reduce the amount of any sum received or receivable by any Purchaser under this Agreement, the Purchasers’ Fee Letter or any Liquidity Agreement to which it is a party or to require any payment calculated by reference to amount of interests held or interest received by it, then, upon demand by the applicable Purchaser, Seller shall pay to such Purchaser, such amounts charged to such Purchaser (or its holding company) or such amounts to otherwise compensate such Purchaser (or its holding company) for such increased cost or such reduction. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Failure or delay on the part of any Purchaser to demand compensation pursuant to this Section shall not constitute a waiver of such Purchaser’s right to demand such compensation; provided that Seller shall not be required to compensate a Purchaser pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Purchaser notifies Seller of the Regulatory Change giving rise to such increased costs or reductions and of such Purchaser’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 8.4.      Other Costs and Expenses . Seller shall pay to the Administrative Agent on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors auditing the books, records and procedures of Seller, reasonable fees and out-of-pocket expenses of external legal counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and remedies under this Agreement. Seller shall pay to the Administrative Agent and the Purchasers on demand any and all reasonable costs and out-of-pocket expenses of the Administrative Agent and the Purchasers, if any, including reasonable external counsel fees and out-of-pocket expenses in connection with (i) any amendments, any waivers or the enforcement of this Agreement and the other documents delivered hereunder and (ii) any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE IX.

THE AGENTS

Section 9.1.      Appointment.

(a)      Each Purchaser hereby irrevocably designates and appoints Wells Fargo Bank, National Association, as Administrative Agent hereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent. Each Purchaser Group hereby irrevocably designates and appoints the Committed Purchaser in its Purchaser Group, as its Co-Agent hereunder, and authorizes such Co-Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Co-Agents by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Co-Agents shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of any Co-Agent shall be read into this Agreement or otherwise exist against any Co-Agent.

(b)      The provisions of this Article IX are solely for the benefit of the Agents and the Purchasers, and the Seller Parties shall not have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article IX (other than as provided in Section 9.9 ), except that this Article IX shall not affect any obligations which the Administrative Agent, any Co-Agent or any Purchaser may have to any of the Seller Parties under the other provisions of this Agreement.

(c)      In performing its functions and duties hereunder, (i) the Administrative Agent shall act solely as the Administrative Agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Seller Parties or any of their respective successors and assigns, and (ii) each Co-Agent shall act solely as the Co-Agent for the Purchasers in its Purchaser Group and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Seller Parties or any of their respective successors and assigns.

Section 9.2.      Delegation of Duties . Each of the Agents may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 9.3.      Exculpatory Provisions . None of the Agents or any of their respective directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 9.2 under or in connection with the Transaction Documents (except for its, their or such Person’s own gross negligence, bad faith or willful misconduct), or (ii) responsible in any manner to any of the Purchasers or other agents for any recitals, statements, representations or warranties made by Seller contained in any Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either of Seller Parties to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article IV , except receipt of items required to be delivered to the Administrative Agent or the Co-Agents, as applicable. None of the Agents shall be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, any Transaction Document, or to inspect the properties, books or records of Seller Parties. This Section 9.3 is intended solely to govern the relationship between the Agents, on the one hand, and the Purchasers, on the other.

Section 9.4.      Reliance by the Agents and the Purchasers.

(a)      Each of the Agents and the Purchasers shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller Parties), independent accountants and other experts selected by the Administrative Agent or such Purchaser. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of all of the Co-Agents (except where another provision of this Agreement specifically authorizes the Administrative Agent to take action based on the instructions of the Required Co-Agents).

(b)      Any action taken by the Administrative Agent in accordance with Section 9.4(a) shall be binding upon all Agents and Purchasers.

Section 9.5.      Notice of Amortization Events . None of the Agents or Purchasers shall be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event unless it has received notice from another party referring to this Agreement, stating that an Amortization Event or Potential Amortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the event that any of the Agents or the Purchasers receives such a notice, it shall promptly give notice thereof to the other Purchasers. The Administrative Agent shall take such action with respect to such Amortization Event or Potential Amortization Event as shall be directed by the Required Co-Agents.

Section 9.6.      Non-Reliance on the Agents and Other Purchasers . Each of the Purchasers expressly acknowledges that none of the Agents, any of the other Purchasers, or any of the respective officers, directors, employees, agents, attorneys-in-fact or affiliates of any of the foregoing has made any representations or warranties to it and that no act by any of the Agents or other Purchasers hereafter taken, including, without limitation, any review of the affairs of Seller Parties, shall be deemed to constitute any representation or warranty by such Agent or other Purchaser. Each of the Purchasers also represents and warrants to the Agents and the other Purchasers that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of Seller Parties and made its own decision to enter into this Agreement. Each of the Purchasers also represents that it will, independently and without reliance upon any of the Agents or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of Seller Parties. None of the Agents or the Purchasers, nor any of their respective Affiliates, shall have any duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of Seller Parties which may come into the possession of such Person or any of its respective officers, directors, managers, employees, agents, attorneys-in-fact or affiliates.

Section 9.7.      Indemnification of Agent s. Each Committed Purchaser agrees to indemnify the applicable Co-Agent and the Administrative Agent and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by Seller Parties and without limiting the obligation of Seller Parties to do so), ratably in accordance with their respective Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Administrative Agent acts in its capacity as Administrative Agent, such Co-Agent acts in its capacity as Co-Agent for such Committed Purchaser’s Purchaser Group or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrative Agent, such Co-Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements

resulting solely from the gross negligence, bad faith or willful misconduct of the Administrative Agent, such Co-Agent or such Person, as the case may be, as finally determined by a court of competent jurisdiction).

Section 9.8.      Agents in their Individual Capacity . Each of the Agents in its individual capacity and the affiliates thereof may make loans to, accept deposits from and generally engage in any kind of business with Seller Parties and their Affiliates as though such Agent were not one of the Agents hereunder. With respect to its Receivable Interests, if any, each of the Agents shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not one of the Agents, and the terms “Purchaser” and “Purchasers” shall include each of the Agents in its individual capacity.

Section 9.9.      Successor Administrative Agent . The Administrative Agent, upon thirty (30) days’ notice to Seller Parties and the Co-Agents, may voluntarily resign and may be removed at any time, with or without cause, by the Co-Agents. If the Administrative Agent shall voluntarily resign or be removed as Administrative Agent under this Agreement, then the Co-Agents during such thirty (30) day period shall appoint, with the consent of Seller from among the remaining Committed Purchasers, a successor Administrative Agent, whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent and the term “Administrative Agent” shall mean such successor Administrative Agent, effective upon its appointment, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement. Upon resignation or replacement of any Administrative Agent in accordance with this Section 9.9 , the retiring Administrative Agent shall execute or authorize the filing of such UCC-3 assignments and amendments, and assignments and amendments of the Transaction Documents, as may be necessary to give effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article VIII and this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Section 9.10.      UCC Filings . Each of the Purchasers hereby expressly recognizes and agrees that the Administrative Agent may be designated as the secured party of record on the various UCC filings required to be made under this Agreement and the party entitled to amend, release and terminate the UCC filings under the Sale Agreement in order to perfect their respective interests in the Receivables, Collections and Related Security, that such designation shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Purchasers and that such listing will not affect in any way the status of the Purchasers as the true parties in interest with respect to the Receivable Interests. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article IX .

ARTICLE X.

ASSIGNMENTS; PARTICIPATIONS

Section 10.1.      Assignments; Pledge to Federal Reserve .

(a)    Each of the Conduit Purchasers may at any time and from time to time, without the consent of the Seller Parties, the Administrative Agent or any other Person, assign to its Committed Purchaser, as liquidity provider under the applicable Liquidity Agreement, all or any portion of its interest in the Receivable Interests and the Transaction Documents pursuant to an assignment agreement in form reasonably acceptable to such Conduit Purchaser, its Co-Agent and its Committed Purchaser (an “Assignment Agreement” ).

(b)    In addition, with the prior written consent of the Administrative Agent (which consent will not be unreasonably withheld or delayed), each of the Purchasers may assign to one or more Eligible Assignees (each, an “Assignee Purchaser” ) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VI hereto (an “Assignment Agreement” ) executed by such Assignee Purchaser and such selling Purchaser. So long as no Amortization Event shall have occurred and be continuing, the consent of Seller (which consent shall not be unreasonably withheld or delayed) shall be required prior to the effectiveness of any assignment under this Section 10.1(b) other than to an existing Purchaser. Upon delivery of the executed Assignment Agreement to the Administrative Agent, such selling Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter, the Assignee Purchaser shall for all purposes be a Purchaser party to this Agreement and shall have all the rights and obligations of a Purchaser under this Agreement to the same extent as if it were an original party hereto and thereto, and no further consent or action by Seller, the Purchasers or any of the Agents shall be required. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement. Purchasers may not assign all or any part of their rights or obligations under this Agreement other than as permitted by this Section 10.1 .

(c)    Notwithstanding any other provision of this Agreement to the contrary, any Purchaser may at any time pledge or grant a Security Interest in all or any portion of its rights (including, without limitation, rights to payment of principal and interest) under this Agreement to secure obligations of such Purchaser to a Federal Reserve Bank located in the United States of America, without notice to or consent of any other party hereto; provided that no such pledge or grant of a Security Interest shall release such Purchaser from any of its obligations hereunder or substitute any such pledgee or grantee for such Purchaser as a party hereto.

Section 10.2.      Participations . Any Purchaser may, in the ordinary course of its business at any time sell to one or more Persons (each a “Participant” ) participating interests in its Commitment and its Receivable Interests. Notwithstanding any such sale by a Purchaser of a participating interest to a Participant, such Purchaser’s rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance of its obligations hereunder, and each of the parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement. Each Purchaser agrees that any agreement between such Purchaser and any such Participant in respect of such participating interest shall not restrict such Purchaser’s right to agree to any amendment, supplement, waiver or modification to the Transaction Documents without such Participant’s consent, except for any amendment, supplement, waiver or modification seeking to (i) increase the Commitment of such Purchaser, (ii) reduce the Capital of any investment in any Receivable Interest by such Purchaser or reduce the CP Costs or Yield Rate thereon, or reduce any Fees payable to such Purchaser, (iii) postpone the date specified in clause (i) of the definition of “Facility Termination Date” or the date for payment of any Capital, Yield, CP Costs or Fees owing to such Purchaser, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, (iv) release all or substantially all of the Collateral; (v) release Seller; (vi) release the Performance Undertaking; or (vii) change any of the provisions of this Section or the definition of “Required Co-Agents”, or any other provision hereof specifying the number or percentage of Purchasers required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder.

Section 10.3.      Replacement of Purchaser . If (i) Seller becomes obligated to pay additional amounts to any Purchaser pursuant to Section 8.3 , or any Purchaser gives notice of the occurrence of any circumstances described in Section 1.7 , or (ii) any Purchaser does not consent to any matter requiring its consent under Section 12.1 when the Required Co-Agents have otherwise consented to such matter, then Seller may within 90 days thereafter designate another bank or financial institution meeting the requirements of an Eligible Assignee (or otherwise reasonably acceptable to the Administrative Agent) (such other institution being called a “Replacement Purchaser” ) to purchase the Receivable Interests of such Purchaser and such Purchaser’s rights hereunder, without recourse to or warranty by, or expense to, such Purchaser, for a purchase price equal to the outstanding Capital and CP Costs or Yield payable to such Purchaser plus any accrued but unpaid fees owed to such Purchaser and any other amounts payable to such Purchaser under this Agreement, and to assume all the obligations of such Purchaser hereunder, all in compliance with Section 10.1 . Upon such purchase and assumption (pursuant to an Assignment Agreement), such Purchaser shall no longer be a party hereto or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Purchaser prior to the date of such purchase and assumption) and shall be relieved from all obligations to Seller hereunder, and the Replacement Purchaser shall succeed to the rights and obligations of such Purchaser hereunder.

ARTICLE XI.

GRANT OF SECURITY INTEREST

Section 11.1.      Grant of Security Interest . In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers, the Co-Agents and the Indemnified Parties, a continuing Security Interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, all Related Security, all Collections and other rights and payments relating to such Receivables and Related Security, and all proceeds of any of the foregoing (collectively, the “Collateral” ), prior to all other Liens on and Security Interests therein to secure the prompt and complete payment of the Aggregate Unpaids and the performance of all of Seller’s obligations under the Transaction Documents. The Administrative Agent is hereby authorized to file a financing statement naming Seller as the debtor and/or Seller and describing the collateral covered thereby as “all personal property and the proceeds thereof”, “all assets and the proceeds thereof” or words of similar effect. The Administrative Agent and the Purchasers, the Co-Agents and the Indemnified Parties shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative

ARTICLE XII.

MISCELLANEOUS

Section 12.1.      Waivers and Amendments.

(a)      No failure or delay on the part of any of the Agents or Purchasers in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)      No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 12.1(b) or without satisfaction of the Rating Agency Condition, if applicable. This Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by the Seller, the Servicer and the Required Co-Agents; provided, however, that (i) without the consent of any Purchaser, the Agents and Seller may amend this Agreement solely to add additional Persons as Purchasers hereunder; (ii) the Agents and the Purchasers may enter into amendments to modify any of the terms or provisions of Article IX of this Agreement without the consent of Seller, provided that (x) such amendment has no negative impact upon Seller or Servicer, and (y) unless an Amortization Event has occurred and is continuing, Seller shall have the right to consent to the appointment of a successor Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed and (iii) without the consent of each Purchaser directly affected thereby, (A) extend the Facility Termination Date or the date of any payment or deposit of Collections by the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield (or any component of Yield), (C) reduce any fee payable to the Administrative Agent for the benefit of any Purchaser, (D) change the Capital of any Receivable Interest, (E) amend, modify or waive any provision of the definition of Required Co-Agents or this Section 12.1(b) , (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G)

change the definition of “Investment Base”, “Commitment” , “ Concentration Limit ”, “ Default Horizon Ratio ”, “ Dilution Reserve ”, “Eligible Receivable” , “Purchase Price”, “ Net Pool Balance ” and “Required Reserve” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. Any modification or waiver made in accordance with this Section 12.1 shall be binding upon each of the parties hereto.

Section 12.2.      Notices . Except as provided in this Section 12.2 , all communications and notices provided for hereunder shall be in writing (including email, bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy or email, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 12.2 . Seller hereby authorizes the Purchasers to effect Purchases and Yield Rate selections based on telephonic notices made by any Person whom the Administrative Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice signed by an Authorized Officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern absent manifest error.

Section 12.3.      Ratable Payments . If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 8.3 or 8.4 ) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 12.4.      Protection of Ownership and Security Interests.

(a)      Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the Purchasers’ ownership of the Receivable Interests or the Administrative Agent’s (on behalf of the Purchasers) Security Interest in the Collateral, or to enable the Administrative Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time after the occurrence of an Amortization Event, the Administrative Agent may, or the Administrative Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or Security Interests of the Administrative Agent (on behalf of the Purchasers) under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b)      If any Seller Party fails to perform any of its obligations hereunder, the Administrative Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 8.4 . Each Seller Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of such Seller Party (i) to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables, including, financing statements describing as the collateral covered thereby “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Receivables described in this Agreement and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable.

Section 12.5.      Confidentiality .

(a)      Each of the parties hereto shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letters and the other nonpublic, confidential or proprietary information with respect to the Originators, the Seller, the Performance Guarantor, the Agents, the Purchasers and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such party and its directors, officers and employees may disclose such information (i) to such party’s external accountants, attorneys, investors, potential investors and credit enhancers and the agents or advisors of such Persons, and (ii) as required by any applicable law or regulation or by any court, regulatory body or agency having jurisdiction over such party (including, without limitation, the filing of this Agreement with the SEC as an exhibit to any report filed on Form 8-K, 10-K or 10-Q under the Securities Exchange Act of 1934); and provided , further , that such party shall have no obligation of confidentiality in respect of any information which may be generally available to the public or becomes available to the public through no fault of such party.

(b)      Anything herein to the contrary notwithstanding, each Seller Party hereby consents to the disclosure of any nonpublic information with respect to it and any Originator (i) to each of the Agents and the Purchasers, (ii) to any prospective or actual assignee or participant of any of the Agents or Purchasers, and (iii) by any of the Agents or Purchasers to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Conduit Purchaser or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which any Co-Agent acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is advised of the confidential nature of such information and, in the case of a Person described in clause (ii) above, agrees to be bound by the provisions of this Section 12.5 . In addition, each of the Agents and the Purchasers may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law) although each of them shall use commercially reasonable efforts to ensure, to the extent permitted given the circumstances, that any such information which is so disclosed is kept confidential.

Section 12.6.      Limitation on Recourse .

(a)      No recourse under or with respect to any obligation, covenant or agreement (including, without limitation, the payment of any fees or any other obligations) of any Seller Party, Agent or Purchaser as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any Seller Party, Agent or Purchaser, any administrator of any Seller Party, Agent or Purchaser, or any incorporator, organizer, Affiliate, stockholder, officer, employee, director, manager, or similar Person of any Seller Party, Agent or Purchaser or of any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of such Seller Party, Agent or Purchaser contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate or limited liability company obligations of such Seller Party, Agent or Purchaser, and that no personal liability whatsoever shall attach to or be incurred by any Seller Party, Agent or Purchaser, any administrator of any Seller Party, Agent or Purchaser, or any incorporator, organizer, stockholder, Affiliate, officer, employee, director, manager or similar Person of such Seller Party, Agent or Purchaser or of any such administrator, as such, or any other of them, under or by reason of any of the obligations, covenants or agreements of such Seller Party, Agent or Purchaser contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of every such administrator of such Seller Party, Agent or Purchaser and each incorporator, organizer, stockholder, Affiliate, officer, employee, director, manager or similar Person of such Seller Party, Agent or Purchaser, of any such administrator, or any Seller Party, Agent or Purchaser, or any of them, for breaches by such Seller Party, Agent or Purchaser of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.

(b)      Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit Purchaser shall, or shall be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds which may be used to make such payment and which funds are not required to repay its Commercial Paper when due and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Commercial Paper to refinance all of its outstanding Commercial Paper (assuming such outstanding Commercial Paper matured at such time) in accordance with the program documents governing such Conduit Purchaser’s securitization program or (y) all Commercial Paper is paid in full. Any amount which such Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency unless and until the Conduit Purchaser satisfies the provisions of clauses (i) and (ii) above.

(c)      The provisions of this Section 12.6 shall survive the termination of this Agreement.

Section 12.7.      CHOICE OF LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE ADMINISTRATIVE AGENT’S SECURITY INTEREST IN THE COLLATERAL OR REMEDIES HEREUNDER IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 12.8.      CONSENT TO JURISDICTION . EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY OF THE AGENTS OR THE PURCHASERS TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST ANY OF THE AGENTS OR THE PURCHASERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

Section 12.9.      WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 12.10.      Integration; Binding Effect; Survival of Terms .

(a)      This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)      This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V , (ii) the indemnification and payment provisions of Article VIII , and Sections 12.5 through and including 12.9 shall be continuing and shall survive any termination of this Agreement.

Section 12.11.      Counterparts; Severability; Section References . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Agreement by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 12.12.      PATRIOT Act . Each Purchaser that is subject to the requirements of the Act hereby notifies Seller and the Servicer that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Seller Parties, the Originators and their respective Subsidiaries, which information includes the name and address of the Seller Parties, the Originators and their respective Subsidiaries and other information that will allow such Purchasers to identify such parties in accordance with the Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

SUPERIOR COMMERCE LLC , AS SELLER

By: /s/ Melanie Housey

Name: Melanie Housey

Title:      President and Secretary

Address:

109 Northpark Blvd.

Covington, LA  70433

Attention: Treasurer and President & Secretary

Phone: 985-801-5123 and 985-801-5276
Fax: 985-809-1045 and 985-892-5282
Email: steven.cassanova@poolcorp.com and

melanie.housey@poolcorp.com

SCP DISTRIBUTORS LLC, AS THE SERVICER

By: /s/ Mark W. Joslin

Name: Mark W. Joslin

Title:      Vice President and Chief Financial Officer

Address:

109 Northpark Blvd.

Covington, LA  70433

Attention: Treasurer and General Counsel

Phone: 985-801-5123 and 985-801-5269
Fax: 985-809-1045 and 985-892-2438
Email: steven.cassanova@poolcorp.com and jennifer.neil@poolcorp.com

WELLS FARGO BANK, NATIONAL ASSOCIATION ,

INDIVIDUALLY AS A COMMITTED PURCHASER, AS WELLS GROUP CO-AGENT AND AS ADMINISTRATIVE AGENT

By: /s/ William P. Rutkowski

Name: William P. Rutkowski

Title:      Vice President

Address:      Wells Fargo Bank, National Association

1100 Abernathy Rd., NE

15 ^th Floor, Suite 1500

Atlanta, GA 30328-5657

Attention:    William Rutkowski

VICTORY RECEIVABLES CORPORATION , AS A CONDUIT PURCHASER

By: /s/ David V. DeAngelis

Name: David V. DeAngelis

Title:      Vice President

With a copy to:

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch

1251 Avenue of the Americas, 12 ^th Floor

New York, New York 10020

Telephone No.:  (212) 782-6957

Telecopier No.:  (212) 782-6448

rhurst@us.mufg.jp

Wire Transfer Information:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH , AS A COMMITTED PURCHASER

By: /s/ Adrienne Young

Name: Adrienne Young

Title:      Vice President

    

Address:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Harborside Financial Center Plaza III

Jersey City, New Jersey 07311

Telecopier No.:  201-369-2149

With a copy to:

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

1251 Avenue of the Americas, 12 ^th Floor

New York, New York 10020

Telephone No.:  (212) 782-6957

Telecopier No.:  (212) 782-6448

rhurst@us.mufg.jp

And, with a copy of any legal notice to:

The Bank of Tokyo-Mitsubishi UFH, Ltd.
Legal Office for the Americas

1251 Avenue of the Americas
15th Floor
New York, New York 10020-1104
Telephone:  (212) 782-4838
Telecopy:   (212) 782-6420

Email: LOAU@us.mufg.jp

amellon@us.mufg.jp

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, AS VICTORY GROUP CO-AGENT

By: /s/ Richard Gregory Hurst

Name: Richard Gregory Hurst

Title:     Managing Director

    

Address:

The Bank of Tokyo-Mitsubishi UFH, Ltd.
1251 Avenue of the Americas, 12 ^th Floor

New York, New York 10020

Telephone No.:  (212) 782-6957

Telecopier No.:  (212) 782-6448

rhurst@us.mufg.jp

With a copy of any legal notice to:

The Bank of Tokyo-Mitsubishi UFH, Ltd.
Legal Office for the Americas

1251 Avenue of the Americas
15th Floor
New York, New York 10020-1104
Telephone:  (212) 782-4838
Telecopy:   (212) 782-6420

Email: LOAU@us.mufg.jp

amellon@us.mufg.jp

EXHIBIT I

DEFINITIONS

Capitalized terms used and not otherwise defined herein, are used with the meanings attributed thereto in this Agreement or, if not defined therein, in the Sale Agreement.

Except as otherwise specified in this Agreement, all references in this Agreement (i) to any Person (other than the Seller) shall be deemed to include such Person’s successors and assigns, and (ii) to any law, agreement, statute or contract specifically defined or referred to in this Agreement shall be deemed references to such law, agreement, statute or contract as the same may be supplemented, amended, waived, consolidated, replaced or modified from time to time, but only to the extent permitted by, and effected in accordance with, the terms thereof. The words “herein,” “hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement, and references to “Article,” “Section,” “paragraph,” “Exhibit,” “Schedule” and “Appendix” are references to this Agreement unless otherwise specified. Whenever the context so requires, words importing any gender include the other gender. Any of the defined terms may, unless the context otherwise requires, be used in the singular or the plural depending on the reference; the singular includes the plural and the plural includes the singular. The word “or” shall not be exclusive.

All accounting terms not otherwise defined in this Agreement shall have the meanings assigned them in conformity with GAAP; provided that if at any time (a) the Seller Parties adopt IFRS with the agreement of its independent public accountants and (b) the SEC requires or permits United States reporting companies to utilize IFRS in lieu of GAAP for reporting purposes, the Seller Parties shall promptly notify the Administrative Agent in writing that they have elected to so use IFRS in lieu of GAAP and, upon any such notice, references herein and in the Transaction Documents to GAAP shall thereafter be construed to mean IFRS as in effect from time to time All terms used in Article 9 of the UCC and not specifically defined in this Agreement shall be defined herein and in the Transaction Documents as such terms are defined in the UCC as in effect in the State of New York. Each reference to this Agreement, any other Transaction Document, or any other agreement shall be a reference to such agreement together with all exhibits, schedules, attachments and appendices thereto, in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof. References to “writing” include telecopying, printing, typing, lithography and other means of reproducing words in a tangible visible form including computer generated information accessible in tangible visible form. References to “written” include faxed, printed, typed, lithographed and other means of reproducing words or symbols in a tangible visible form consistent with the preceding sentence. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation” .     

Unless otherwise expressly provided herein, any period of time ending on a day which is not a Business Day shall end on the next succeeding Business Day. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

In addition, as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Account Control Agreement” means an agreement, in form reasonably acceptable to the Administrative Agent, in which a Collection Bank or a Lock-Box Bank agrees to take instructions from the Administrative Agent with respect to the disposition of funds in a Collection Account or a Lock-Box Account without further consent of any Seller Party or Originator; provided, however, that any such agreement may allow a Seller Party or Originator to give instructions with respect to such Collection Account or Lock-Box Account prior to delivery of a Notice of Exclusive Control.

“Act” has the meaning specified in Section 3.1(y) .

“Adjusted BTMU LIBO Rate” means, for any Interest Period, the sum of (a) the BTMU LIBO Rate for such Interest Period, plus (b) the Applicable Margin.

“Adjusted Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.

“Adverse Claim” means a Lien, Security Interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Administrative Agent” has the meaning set forth in the preamble to this Agreement.

“Administrative Agent’s Account” means Wells’ account no. 37235547964501792, at Wells Fargo Bank, National Association, 420 Montgomery Street, San Francisco, CA, ABA No. 121-000-248, Reference: Superior Commerce LLC, or any other account or accounts as the Administrative Agent may indicate from time to time.

“Administrative Agent’s Fee Letter” means that certain Administrative Agent’s Fee Letter dated as of October 11, 2013 by and between Seller and the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by Contract or otherwise.

“Agents” means, collectively, the Administrative Agents and the Co-Agents

“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of all Receivable Interests outstanding on such date.

“Aggregate Commitment” means, on any date of determination, the aggregate of all Purchasers’ Commitments.

“Aggregate Reduction” has the meaning specified in Section 1.3 .

“Aggregate Unpaids” means, at any time, the sum of the Aggregate Capital and all Required Amounts.

“Agreement” means this Receivables Purchase Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the sum of (a) the highest as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate, or (iii) if available, LIBOR Market Index Rate, plus (b) in each of the foregoing cases, the Applicable Margin. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate, the Federal Funds Rate or the LIBOR Market Index Rate shall be effective on the date of each such change.

“Amortization Date” means the earliest to occur of (a) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 7.1(g) , (b) the Business Day specified in a written notice from the Administrative Agent or any Purchaser following the occurrence and during continuation of any other Amortization Event, and (c) the date which is five (5) Business Days after the Administrative Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Section 7.1 .

“Applicable Law” means, for any Person or property of such Person on any date of determination, all applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z, Regulation D and Regulation B of the Federal Reserve Board), and applicable judgments, decrees, injunctions, writs, orders, or line of action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Margin” has the meaning set forth in the Purchasers’ Fee Letter.

“Assignee Purchaser” has the meaning set forth in Section 10.1 .

“Assignment Agreement” has the meaning set forth in Section 10.1 .

“Authorized Officer” means, with respect to any Person, its chief executive office, president, chief financial officer, vice president, treasurer or assistant treasurer.

“Broken Funding Costs” means:

(a)      For any Capital of Victory which is accruing CP Costs and that (i) is reduced with less than two (2) Business Days’ prior written notice, (ii) is not prepaid in the amount specified in a Reduction Notice on the date specified therein or (iii) is assigned or otherwise transferred by Victory to its liquidity providers under its Liquidity Agreement, an amount equal to the excess, if any, of (A) the CP Costs that would have accrued during the remainder of the applicable commercial paper tranche periods determined by the Victory Group Co-Agent to relate to such Capital if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (1) to the extent all or a portion of such Capital is allocated to another Receivable Interest, the amount of CP Costs actually accrued during the remainder of such period on such reallocated Capital, plus (2) to the extent such Capital is not allocated to another Receivable Interest, the income, if any, actually received during the remainder of such period by the applicable Conduit Purchaser from investing the portion of such Capital not so allocated; and

(b)      For any Capital of BTMU which is accruing Yield for an Interest Period at an Adjusted BTMU LIBO Rate and that is reduced on a day other than the last day of its applicable Interest Period as determined in good faith by BTMU, an amount equal to the excess, if any, of (A) the Yield that would have accrued on such Capital during the remainder of such Interest Period if such reduction had not occurred, over (B) the sum of (1) to the extent all or a portion of such Capital is allocated to another Interest Period, the amount of Yield actually accrued during such new Interest Period on such reallocated Capital, plus (2) to the extent such Capital is not allocated to another Interest Period, the income, if any, actually received during the remainder of such period by BTMU from investing the portion of such Capital not so allocated.

“BTMU” has the meaning specified in the preamble to this Agreement.

“BTMU LIBO Rate” means for any Interest Period either (a) the interest rate per annum designated as The Bank of Tokyo-Mitsubishi UFJ, Ltd. LIBO Rate for a period of time comparable to such Interest Period as of 11:00 a.m. (London, England time) on the second Business Day preceding the first day of such Interest Period or (b) if a rate cannot be determined under clause (a), an annual rate equal to the average (rounded upwards if necessary to the nearest 1/100th of 1%) of the rates per annum at which deposits in U.S. Dollars with a duration comparable to such Interest Period in a principal amount substantially equal to the applicable Rate Tranche are offered to the principal London office of BTMU by three London banks, selected by BTMU in good faith, at approximately 11:00 a.m. London time on the second Business Day preceding the first day of such Interest Period.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Atlanta, Georgia, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LMIR or the BTMU LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

“Calculation Period” means a calendar month.

“Capital” of any Receivable Interest means, at any time, (A) the Purchase Price of such Receivable Interest minus (B) the sum of the aggregate amount of Collections and other payments received by the Administrative Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“Capital Settlement Date” means the second Business Day after any Settlement Report revealing an Investment Excess is delivered.

“Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Application Center” means a group of Distributors’ Credit Department employees operating out of designated Pool Corporation facilities exclusively for the purpose of managing the process of applying customer payments to open accounts receivable balances and depositing customer payments that are mailed to Post Office Boxes.

“Change of Control” means:

(a)    any event or series of events in which any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) acting in concert obtain beneficial ownership or control in one or more series of transactions of more than thirty percent (30%) of the Capital Stock or thirty percent (30%) of the voting power of the Performance Guarantor entitled to vote in the election of members of the board of directors of the Performance Guarantor,

(b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors of the Performance Guarantor cease to be composed of individuals (i) who were members of the board of directors on the first day of such period, (ii) whose election or nomination to the board of directors was approved by individuals who comprised a majority of the board of directors on the first day of such period or (iii) whose election or nomination to the board of directors was approved by (A) individuals who were members of the board of directors on the first day of such period or (B) individuals whose election or nomination to the board of directors was approved by a majority of the board of directors on the first day of such period; provided that in each case such individuals constituted a majority of the board of directors at the time of such election or nomination, or

(c) there shall have occurred under any indenture or other evidence of Indebtedness in excess of $5,000,000 any “change in control” (as defined in such indenture or other evidence of Indebtedness) obligating the Performance guarantor to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein; or

(d) any Originator, the Servicer or Seller ceases to be a direct or indirect wholly-owned Subsidiary of Performance Guarantor; provided that any Originator may merge or consolidate into or with another Originator and such merger or consolidation shall not constitute a Change of Control.

“Charged-Off Receivable” means a Receivable: (a) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 7.1(g) (as if references to Seller Party therein refer to such Obligor); (b) as to which the Obligor thereof, if a natural person, is deceased, (c) which, consistent with the Credit and Collection Policy, would be written off Seller’s books as uncollectible, or (d) which has been identified by Seller as uncollectible.

“Co-Agents” means the Wells Group Co-Agent and the Victory Group Co-Agent.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“Collateral” has the meaning specified in Section 11.1 .

“Collection Account” means each concentration account, depositary account or similar account in which any Collections are collected or deposited which is not associated with a Lock-Box but which is listed on Exhibit IV .

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

“ Commercial Paper ” means promissory notes of a Conduit Purchaser issued by such Conduit Purchaser in the commercial paper market.

“Commitment” means, for each Committed Purchaser, the commitment of such Committed Purchaser to make investments in Receivable Interests from Seller, in an amount not to exceed (a) in the aggregate, the amount set forth opposite such Committed Purchaser’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof and (b) with respect to any individual Purchase hereunder, its Purchaser Group’s Percentage of the Purchase Price therefor.

“Committed Purchaser” has the meaning specified in the preamble to this Agreement.

“Concentration Limit” means, at any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration limit shall be determined as follows for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody’s (or in the absence thereof, the equivalent long term unsecured senior debt ratings), the applicable concentration limit shall be determined according to the following table:

; provided, however, that (i) if any Obligor has a split rating, the applicable rating will be the lower of the two, (ii) if any Obligor is a Non-Rated Obligor, the applicable Concentration Limit shall be the one set forth in the last line of the table above, and (iii) subject to the Purchasers’ sole discretion, satisfaction of the Rating Agency Condition (if applicable) and/or an increase in the Required Reserve Factor Floor, upon Seller’s request from time to time, the Purchasers may agree to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates (each such higher percentage, a “Special Concentration Limit” ), it being understood that any Special Concentration Limit may be cancelled by any Purchaser upon not less than five (5) Business Days’ written notice to Seller and the Administrative Agent.

“Conduit Purchaser” has the meaning specified in the preamble to this Agreement.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Contract Year” means (i) the period beginning on the 11 ^th day of October, 2013 and ending on the day prior to such date in the succeeding year, and (ii) thereafter, each period beginning on an anniversary of the date of this Agreement and ending on the day prior to such anniversary in the next succeeding calendar year.

“ CP Costs ” means, for each day, the sum of (i) discount or interest accrued on Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by Commercial Paper for such day, minus (iv) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any investment of any Conduit Purchaser pursuant to the terms of any receivable purchase or financing facilities funded substantially with Commercial Paper. In addition to the foregoing costs, if Seller shall request any Purchase during any period of time determined by a Conduit Purchaser

in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the Capital associated with any such Purchase shall, during such period, be deemed to be funded by such Conduit Purchaser in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal.

“Credit and Collection Policy” means the Originators’ credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VII hereto, as modified from time to time in accordance with this Agreement.

“Cut-Off Date” means for any Monthly Report or monthly computation, the last day of the most recent Calculation Period, and for any Weekly Report or related computation, the last day of the period covered by such Weekly Report, as applicable.

“Days Sales Outstanding” means, as of any day, an amount equal to the product of (a) 91, multiplied by (b) the amount obtained by dividing (i) the aggregate Outstanding Balance of all Receivables as of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.

“Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have received as a Collection of a Receivable. Seller shall be deemed to have received a Collection of a Receivable if any Dilution occurs with respect to such Receivable. The amount of the Collection which Seller shall be deemed to have received shall equal, in the case of clauses (a)-(d) of the definition of “Dilution,” the amount by which the Outstanding Balance of such Receivable was reduced as a result thereof and, in the case of clause (e) of the definition of “Dilution,” the Outstanding Balance of such Receivable.

“Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1,000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Alternate Base Rate.

“Default Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate sales generated by the Originators during the last four (4) months ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-off Date.

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (a) the total amount of Receivables which became Defaulted Receivables during the month that includes such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the month occurring four (4) months prior to the month ending on such Cut-Off Date.

“Defaulted Receivable” means a Receivable: (a) as to which the Obligor thereof has suffered an event of bankruptcy; (b) which, consistent with the Originators’ credit and collection policies, should be written off as uncollectible; or (c) as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date.

“Delinquency Ratio” means, at any time, a percentage equal to (a) the aggregate outstanding principal balance of all Receivables that were Delinquent Receivables at such time divided by (b) the aggregate outstanding principal balance of all Receivables at such time.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for more than 60 days or more from the original due date.

“Dilution” means the amount of any reduction or cancellation of the Outstanding Balance of a Receivable due to (a) any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof (other than as a result of any Collections), or as a result of any governmental or regulatory action, (b) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), (c) any warranty claim, rebate or refund (only to the extent not included in computing the Rebate Reserve), (d) any misstatement of the amount thereof, or (e) any misrepresentation; provided, however, that “Dilution” shall not include a credit memo where offset by a rebill or correction on the same day when the original due date is not extended and such re-bill or correction can be captured and reported.

“Dilution Horizon Ratio” means, as of any Cut-off Date, a ratio (expressed as a decimal), computed by dividing (a) the aggregate sales generated by the Originators during the one (1) month ending on such Cut-Off Date, by (b) the Net Pool Balance as of such Cut-Off Date.

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (a) the total amount of decreases in outstanding principal balances due to Dilution during the month ending on such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the one (1) month ending on such Cut-Off Date.

“Dilution Reserve” means, for any month, the product (expressed as a percentage) of: (a) the sum of (i) 2.0 times the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times (b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“Dilution Volatility Component” means, at any time, the product (expressed as a percentage) of (i) the difference between (a) the highest 3-month rolling average Dilution Ratio over the 12-month period then most recently ended and (b) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

“Distributors” has the meaning specified in the preamble to this Agreement.

“Dominion Date” has the meaning specified in Section 6.2(c) .

“Eligible Assignee” means any bank or other financial institution organized under the laws of the United States or a political subdivision thereof having a combined capital and surplus of at least $250,000,000.

“Eligible Extended Term Receivable” means, as of any date of determination, a Receivable which exceeds the payment term set forth in clause (c) of the definition of “Eligible Receivable” but is within 120 days of the original due date therefor and meets all other criteria for being an “Eligible Receivable” .

“Eligible Receivable” means a Receivable:

(a)    the Obligor of which (i) is organized under the laws of the United States of America or a political subdivision thereof, (ii) is not an Affiliate of any Originator or Performance Guarantor, (iii) is not a government or a governmental subdivision or agency (unless the Assignment of Claims Act of 1940, as amended, has been complied with), and (iv) is not an individual person,

(b)    which is not a Delinquent Receivable or Defaulted Receivable or owing from an Obligor as to which more than 25% of the aggregate Outstanding Balance of all Receivables owing from such Obligor are Defaulted Receivables,

(c)    which is within 120 days of the original due date therefor,

(d)    which is an “account” or a “payment intangible” as defined in section 9-102 of the UCC of all applicable jurisdictions,

(e)    which is denominated and payable only in United States dollars in the United States,

(f)    which arises under a Contract, invoice or other written contractual obligation which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms,

(g)    which arises under a Contract, invoice or other written contractual obligation that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(h)    which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

(i)    which satisfies in all material respects all applicable requirements of the Credit and Collection Policy,

(j)    which was generated in the ordinary course of the applicable Originator’s business,

(k)    which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person that is not an Originator (in whole or in part),

(l)    which is not subject to (A) any right of rescission or set-off, or (B) any currently asserted counterclaim or other defense (including defenses arising out of violation of usury laws) or any other Adverse Claim of the applicable Obligor against the applicable Originator (i.e., the Obligor with the right, claim or defense has such right claim or defense directly against the Originator rather than against an Affiliate of such Originator), and the Obligor thereon holds no right as against the applicable Originator to cause such Originator to repurchase the goods or merchandise the sale of which gave rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that (1) if such rescission, set-off, counterclaim, defense or repurchase right affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected (i.e., the amount of the outstanding claim or the amount the Obligor is entitled to set-off against the applicable Originator based on the amount which such Originator owes the applicable Obligor) would be netted against the applicable Receivable, but the excess of the Receivable over such outstanding claim or set-off would be included as an Eligible Receivable) and (2) Receivables of any Obligor which has any accounts payable from the applicable Originator (thus giving rise to a potential offset against such Obligor’s Receivables) may be treated as Eligible Receivable to the extent that such Obligor has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that such Receivable shall not be subject to such offset,

(m)    as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(n)    as to which all right, title and interest to and in which has been validly transferred by the applicable Originator directly or indirectly to Seller pursuant to the applicable Sale Agreement, and Seller has good and marketable title thereto free and clear of any Adverse Claim (other than pursuant to the Transaction Documents), and

(o)    is required to be paid in a manner permitted by Section 6.2(b) .

“Employee Benefit Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained for employees of the Performance Guarantor or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of the Performance Guarantor or any current or former ERISA Affiliate.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections thereto.

“ERISA Affiliate” means any Person who together with any Seller Party is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

“ERISA Termination Event” means except for any such event or condition that could not reasonably be expected to have a Material Adverse Effect: (a) a “Reportable Event” described in Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, or (b) the withdrawal of the Performance Guarantor or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete withdrawal of the Performance Guarantor of any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.

“Excess Availability” means, on any date of determination, the excess, if any, over the Aggregate Capital outstanding, of the lesser of (i) the Facility Limit and (ii) the Investment Base as of the date of the most recent Settlement Report.