Bunge LTD (Form: 10-Q, Received: 07/28/2016 16:20:04)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-16625

BUNGE LIMITED

(Exact name of registrant as specified in its charter)

Bermuda		98-0231912
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

50 Main Street, White Plains, New York		10606
(Address of principal executive offices)		(Zip Code)

(914) 684-2800
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller
reporting company)

Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No x

As of July 21, 2016 the number of shares issued of the registrant was:

Common shares, par value $.01 per share: 139,437,459

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BUNGE LIMITED

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2016 and 2015	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and 2015	4

	Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015	6

	Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Six Months Ended June 30, 2016 and 2015	7

	Notes to the Condensed Consolidated Financial Statements	8

	Cautionary Statement Regarding Forward-Looking Statements	30

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	50

PART II — INFORMATION

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52

Item 3.	Defaults upon Senior Securities	52

Item 4.	Mine Safety Disclosures	52

Item 5.	Other Information	53

Item 6.	Exhibits	53

Signatures		54

Exhibit Index		55

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PART I— FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(U.S. dollars in millions, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net sales	$	10,541		$	10,782		$	19,457		$	21,588
Cost of goods sold	(10,011		)	(10,247		)	(18,307		)	(20,343		)

Gross profit	530			535			1,150			1,245
Selling, general and administrative expenses	(303		)	(361		)	(617		)	(692		)
Interest income	14			13			24			24
Interest expense	(59		)	(57		)	(116		)	(110		)
Foreign exchange gains (losses)	(6		)	16			15			9
Other income (expense) — net	(13		)	(9		)	(18		)	(8		)

Income (loss) from continuing operations before income tax	163			137			438			468
Income tax (expense) benefit	(39		)	(45		)	(73		)	(130		)

Income (loss) from continuing operations	124			92			365			338
Income (loss) from discontinued operations, net of tax	(4		)	1			(13		)	15

Net income (loss)	120			93			352			353
Net loss (income) attributable to noncontrolling interests	1			(7		)	4			(4		)

Net income (loss) attributable to Bunge	121			86			356			349
Convertible preference share dividends and other obligations	(12		)	(14		)	(25		)	(28		)

Net income (loss) available to Bunge common shareholders	$	109		$	72		$	331		$	321

Earnings per common share—basic (Note 16)
Net income (loss) from continuing operations	$	0.81		$	0.50		$	2.45		$	2.12
Net income (loss) from discontinued operations	(0.03		)	0.01			(0.09		)	0.11

Net income (loss) to Bunge common shareholders	$	0.78		$	0.51		$	2.36		$	2.23

Earnings per common share—diluted (Note 16)
Net income (loss) from continuing operations	$	0.81		$	0.50		$	2.43		$	2.11
Net income (loss) from discontinued operations	(0.03		)	—			(0.09		)	0.10

Net income (loss) to Bunge common shareholders	$	0.78		$	0.50		$	2.34		$	2.21

Dividends declared per common share	$	0.42		$	0.38		$	0.80		$	0.72

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net income (loss)	$	120		$	93		$	352		$	353
Other comprehensive income (loss):
Foreign exchange translation adjustment	465			227			985			(1,112		)
Unrealized gains (losses) on designated cash flow and net investment hedges, net of tax (expense) benefit of nil and nil in 2016 and nil and nil in 2015	(155		)	(62		)	(339		)	(20		)
Unrealized gains (losses) on investments, net of tax (expense) benefit of nil and nil in 2016, nil and nil in 2015	—			—			—			—
Reclassification of realized net losses (gains) to net income, net of tax expense (benefit) of nil and nil in 2016, nil and nil in 2015	(7		)	5			—			18
Pension adjustment, net of tax (expense) benefit of nil and nil in 2016, nil and nil in 2015	—			1			—			4
Total other comprehensive income (loss)	303			171			646			(1,110		)
Total comprehensive income (loss)	423			264			998			(757		)
Less: comprehensive (income) loss attributable to noncontrolling interest	6			(13		)	—			(3		)
Total comprehensive income (loss) attributable to Bunge	$	429		$	251		$	998		$	(760	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(U.S. dollars in millions, except share data)

	June 30,			December 31,
	2016			2015
ASSETS
Current assets:
Cash and cash equivalents	$	548		$	411
Time deposits under trade structured finance program (Note 4)	277			325
Trade accounts receivable (less allowances of $122 and $125) (Note 12)	1,683			1,607
Inventories (Note 5)	5,966			4,466
Deferred income taxes (Note 2)	—			208
Other current assets (Note 6)	5,394			3,899
Total current assets	13,868			10,916

Property, plant and equipment, net	5,083			4,736
Goodwill	440			418
Other intangible assets, net	329			326
Investments in affiliates	337			329
Deferred income taxes	586			417
Time deposits under trade structured finance program (Note 4)	363			—
Other non-current assets (Note 7)	1,089			772
Total assets	$	22,095		$	17,914
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	1,629		$	648
Current portion of long-term debt (Note 11)	963			869
Letter of credit obligations under trade structured finance program (Note 4)	640			325
Trade accounts payable	2,805			2,675
Deferred income taxes (Note 2)	—			60
Other current liabilities (Note 9)	4,278			2,763
Total current liabilities	10,315			7,340
Long-term debt (Note 11)	3,388			2,926
Deferred income taxes	207			209
Other non-current liabilities	845			750
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests	40			37
Equity (Note 15):
Convertible perpetual preference shares, par value $.01; authorized, issued and outstanding:
2016 and 2015 — 6,900,000 shares (liquidation preference $100 per share)	690			690
Common shares, par value $.01; authorized — 400,000,000 shares; issued and outstanding:
2016 — 139,436,139 shares, 2015 — 142,483,467 shares	1			1
Additional paid-in capital	5,120			5,105
Retained earnings	7,953			7,725
Accumulated other comprehensive income (loss) (Note 15)	(5,718		)	(6,360		)
Treasury shares, at cost - 2016 - 12,882,313 and 2015 - 9,586,083 shares, respectively	(920		)	(720		)
Total Bunge shareholders’ equity	7,126			6,441
Noncontrolling interests	174			211
Total equity	7,300			6,652
Total liabilities and equity	$	22,095		$	17,914

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(U.S. dollars in millions)

	Six Months Ended
	June 30,
	2016			2015
OPERATING ACTIVITIES
Net income (loss)	$	352		$	353
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Impairment charges	14			21
Foreign exchange loss (gain) on debt	118			(182		)
Bad debt expense	11			8
Depreciation, depletion and amortization	254			267
Stock-based compensation expense	26			25
Deferred income tax expense (benefit)	82			60
Other, net	9			(15		)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable	39			(192		)
Inventories	(1,250		)	(125		)
Secured advances to suppliers	265			(118		)
Trade accounts payable and accrued liabilities	(272		)	215
Advances on sales	(106		)	(143		)
Net unrealized gain/loss on derivative contracts	34			(198		)
Margin deposits	(117		)	(118		)
Other, net	(143		)	(158		)
Cash provided by (used for) operating activities	(684		)	(300		)
INVESTING ACTIVITIES
Payments made for capital expenditures	(275		)	(222		)
Acquisitions of businesses (net of cash acquired)	—			(52		)
Proceeds from investments	449			199
Payments for investments	(436		)	(134		)
Settlement of net investment hedges	(115		)	—
Payments for investments in affiliates	(20		)	(17		)
Other, net	(20		)	—
Cash provided by (used for) investing activities	(417		)	(226		)
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less	993			660
Proceeds from short-term debt with maturities greater than 90 days	166			311
Repayments of short-term debt with maturities greater than 90 days	(152		)	(319		)
Proceeds from long-term debt	5,839			3,083
Repayments of long-term debt	(5,292		)	(2,776		)
Proceeds from sale of common shares	—			25
Repurchases of common shares	(200		)	(200		)
Dividends paid	(124		)	(116		)
Return of capital to noncontrolling interest	(10		)	—
Other, net	(8		)	(17		)
Cash provided by (used for) financing activities	1,212			651
Effect of exchange rate changes on cash and cash equivalents	26			(61		)
Net increase (decrease) in cash and cash equivalents	137			64
Cash and cash equivalents, beginning of period	411			362
Cash and cash equivalents, end of period	$	548		$	426

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Unaudited)

(U.S. dollars in millions, except share data)

	Redeemable																Accumulated
	Non-			Convertible							Additional						Other						Non-
	Controlling			Preference Shares			Common Shares				Paid-in			Retained			Comprehensive			Treasury			Controlling			Total
	Interests			Shares	Amount		Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Interests			Equity
Balance, January 1, 2016	$	37		6,900,000	$	690	142,483,467		$	1	$	5,105		$	7,725		$	(6,360	)	$	(720	)	$	211		$	6,652
Net income (loss)	(6		)	—	—		—		—		—			356			—			—			(4		)	352
Accretion of noncontrolling interests	8			—	—		—		—		(8		)	—			—			—			—			(8		)
Other comprehensive income (loss)	1			—	—		—		—		—			—			642			—			4			646
Dividends on common shares	—			—	—		—		—		—			(111		)	—			—			—			(111		)
Dividends on preference shares	—			—	—		—		—		—			(17		)	—			—			—			(17		)
Dividends to noncontrolling interests on subsidiary common stock	—			—	—		—		—		—			—			—			—			(7		)	(7		)
Noncontrolling decrease from redemption	—			—	—		—		—		(1		)	—			—			—			(8		)	(9		)
Deconsolidation of a subsidiary	—			—	—		—		—		—			—			—			—			(22		)	(22		)
Stock-based compensation expense	—			—	—		—		—		26			—			—			—			—			26
Repurchase of common shares	—			—	—		(3,296,230	)	—		—			—			—			(200		)	—			(200		)
Issuance of common shares	—			—	—		248,902		—		(2		)	—			—			—			—			(2		)
Balance, June 30, 2016	$	40		6,900,000	$	690	139,436,139		$	1	$	5,120		$	7,953		$	(5,718	)	$	(920	)	$	174		$	7,300

	Redeemable																Accumulated
	Non-			Convertible							Additional						Other						Non-
	Controlling			Preference Shares			Common Shares				Paid-in			Retained			Comprehensive			Treasury			Controlling			Total
	Interests			Shares	Amount		Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Interests			Equity
Balance, January 1, 2015	$	37		6,900,000	$	690	145,703,198		$	1	$	5,053		$	7,180		$	(4,058	)	$	(420	)	$	244		$	8,690
Net income (loss)	(8		)	—	—		—		—		—			349			—			—			4			353
Accretion of noncontrolling interest	11			—	—		—		—		(11		)	—			—			—			—			(11		)
Other comprehensive income (loss)	(4		)	—	—		—		—		—			—			(1,109		)	—			(1		)	(1,110		)
Dividends on common shares	—			—	—		—		—		—			(104		)	—			—			—			(104		)
Dividends on preference shares	—			—	—		—		—		—			(17		)	—			—			—			(17		)
Dividends to noncontrolling interests on subsidiary common stock	—			—	—		—		—		—			—			—			—			(7		)	(7		)
Return of capital to noncontrolling interest	—			—	—		—		—		—			—			—			—			(14		)	(14		)
Stock-based compensation expense	—			—	—		—		—		25			—			—			—			—			25
Repurchase of common shares	—			—	—		(2,460,600	)	—		—			—			—			(200		)	—			(200		)
Issuance of common shares	—			—	—		601,207		—		25			—			—			—			—			25
Balance, June 30, 2015	$	36		6,900,000	$	690	143,843,805		$	1	$	5,092		$	7,408		$	(5,167	)	$	(620	)	$	226		$	7,630

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Bunge Limited (“Bunge”), its subsidiaries and variable interest entities (“VIEs”) in which Bunge is considered to be the primary beneficiary, and as a result, include the assets, liabilities, revenues and expenses of all entities over which Bunge exercises control. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 31, 2015 has been derived from Bunge’s audited consolidated financial statements at that date. Operating results for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015, forming part of Bunge’s 2015 Annual Report on Form 10-K filed with the SEC on February 25, 2016.

Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation.

2. ACCOUNTING PRONOUNCEMENTS

New Accounting Pronouncements — In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation — Stock Compensation, Improvements to Employee Share-Based Payment Accounting (Topic 718) . This update identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments with the exception of those leases with a term of 12 months or less. The new provisions will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Other: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10) , which amends the guidance relating to the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted except for certain provisions. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.

In May 2014, the FASB amended ASC (Topic 605) Revenue Recognition and created ASC ( Topic 606 ) Revenue from Contracts with Customers . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The initial effective date is for interim and annual periods beginning on or after December 15, 2016, however, in August 2015, the FASB issued an ASU effectively deferring the implementation date by one year. In addition, the ASU permits companies to early adopt the guidance as of the original effective date, but not before January 1, 2017. The

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new requirements may be implemented either retrospectively for all prior periods presented, or retrospectively with a cumulative-effect adjustment at the date of initial application. Subsequent to the issuance of the original guidance in Topic 606, the FASB issued in March and April 2016, respectively, ASU 2016-08 Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and Licensing and ASU 2016-10 Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , to improve the guidance in that Topic. Bunge is evaluating the expected impact of the standard on its consolidated financial statements.

Recently Adopted Accounting Pronouncements — In November 2015, the FASB issued ASU 2015-17 (“Topic 740”) Income Taxes—Balance Sheet Classification of Deferred Taxes . The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified balance sheet. The update is effective for fiscal years beginning after December 15, 2016 on a prospective or retrospective basis, with earlier application permitted. Bunge early adopted this ASU on a prospective basis effective April 1, 2016 and the adoption did not have a material impact on Bunge’s consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03 Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30) . The amendments in this update require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as an asset. Bunge adopted this ASU upon its effective date of January 1, 2016 and the adoption did not have a material impact on Bunge’s consolidated financial statements.

In February 2015, the FASB issued ASU 2015-02 (Topic 810) Consolidation-Amendments to the Consolidation Analysis. The standard makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the VIE guidance and requires companies to reevaluate all legal entities under revised consolidation guidance. The revised consolidation rules provide guidance for evaluating: i) limited partnerships and similar entities for consolidation, ii) how decision maker or service provider fees affect the consolidation analysis, iii) how interests held by related parties affect the consolidation analysis and iv) the consolidation analysis required for certain investment funds. The standard is effective for interim and annual reporting periods beginning after December 15, 2015.

Bunge adopted ASU 2015-02 upon its effective date of January 1, 2016 using a modified retrospective approach. As a result of the initial application of ASU 2015-02, Bunge deconsolidated a Brazilian grain terminal and the remainder of its previously consolidated private equity and other investment funds. There was no cumulative effect to retained earnings as a result of the deconsolidation of these entities since there was no difference between the net amounts subtracted from Bunge’s financial statements and the retained interest in those entities.

3. BUSINESS ACQUISITIONS

On January 29, 2016, SALIC Canada Limited (“SALIC”) received the final regulatory approval for its conversion of two non-interest bearing convertible promissory notes issued to SALIC by G3 of $106 million into 148,323,000 common shares. This conversion was completed on February 1, 2016 increasing SALIC’s ownership percentage in G3 from 49% to 65% and reducing Bunge Canada’s ownership in G3 from 51% to 35%. On the same day, Bunge Canada and SALIC transferred all of their common shares in the capital of G3 to G3 Global Holdings Limited Partnership in exchange for additional Class A limited partnership units in G3 Global Holdings Limited Partnership. As a result, as of February 1, 2016, G3 Global Holdings Limited Partnership became the holder of all of the issued and outstanding common shares in G3.

On March 30, 2016, Bunge Canada, under the G3 Global Holdings Shareholders Agreement, exercised a contractual put right and sold 10% of its common shares to SALIC in exchange for $37 million of cash so that Bunge Canada now holds 25% ownership of G3 Global Holdings Limited Partnership and SALIC holds 75% ownership.

4. TRADE STRUCTURED FINANCE PROGRAM

Bunge engages in various trade structured finance activities to leverage the value of its trade flows across its operating regions. These activities include programs under which Bunge generally obtains U.S. dollar-denominated letters of credit (“LCs”) (each based on an underlying commodity trade flow) from financial institutions, and time deposits denominated in either the local currency of the financial institution counterparties or in U.S. dollars, as well as foreign exchange forward contracts, all of which are subject to legally enforceable set-off

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agreements. The LCs and foreign exchange contracts are presented within the line item letter of credit obligations under trade structured finance program on the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015. The net return from activities under this program, including fair value changes, is included as a reduction of cost of goods sold in the condensed consolidated statements of income.

The table below summarizes the assets and liabilities included in the condensed consolidated balance sheets and the associated fair value amounts at June 30, 2016 and December 31, 2015, related to the program. The fair values approximated the carrying amount of the related financial instruments.

	June 30,		December 31,
(US$ in millions)	2016		2015
Current assets:
Carrying value of time deposits	$	277	$	325
Fair value (Level 2 measurement) of time deposits	$	277	$	325

Non-current assets:
Carrying value of time deposits	$	363	$	—
Fair value (Level 2 measurement) of time deposits	$	363	$	—

Current liabilities:
Carrying value of letters of credit obligations and foreign exchange contracts	$	640	$	325

Fair value (Level 2 measurement) of letters of credit obligations	$	640	$	323
Fair value (Level 2 measurement) of foreign exchange forward contracts-(gains) losses	—		2
Total fair value (Level 2 measurement) of letters of credit obligations and foreign exchange contracts	$	640	$	325

As of June 30, 2016 and December 31, 2015 , time deposits, LCs, and foreign exchange contracts of $4,393 million and $3,394 million, respectively, were presented net on the condensed consolidated balance sheets as the criteria of ASC 210-20, Offsetting , had been met. At June 30, 2016 and December 31, 2015 , time deposits, including those presented on a net basis, carried weighted-average interest rates of 2.54% and 2.21%, respectively. During the six months ended June 30, 2016 and 2015, total net proceeds from issuances of LCs were $3,242 million and $2,930 million, respectively. These cash inflows are offset by the related cash outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the programs are included in operating activities in the condensed consolidated statements of cash flows.

5. INVENTORIES

Inventories by segment are presented below. Readily marketable inventories (“RMI”) are agricultural commodity inventories carried at fair value, which are non-perishable with a high shelf life and exceptionally liquid due to their homogenous nature and widely available markets with international pricing mechanisms. All other inventories are carried at lower of cost or market.

	June 30,		December 31,
(US$ in millions)	2016		2015
Agribusiness (1)	$	5,000	$	3,533
Edible Oil Products (2)	337		356
Milling Products	176		164
Sugar and Bioenergy (3)	374		350
Fertilizer	79		63
Total	$	5,966	$	4,466

(1) Includes RMI of $4,855 million and $3,393 million at June 30, 2016 and December 31, 2015, respectively. Of these amounts $3,881 million and $2,513 million can be attributable to merchandising activities at June 30, 2016 and December 31, 2015, respectively.

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(2) Includes RMI of bulk soybean and canola oil in the aggregate amount of $78 million and $110 million at June 30, 2016 and December 31, 2015, respectively.

(3) Includes sugar RMI, which can be attributable to Bunge’s trading and merchandising business of $100 million and $163 million at June 30, 2016 and December 31, 2015, respectively.

6. OTHER CURRENT ASSETS

Other current assets consist of the following:

	June 30,		December 31,
(US$ in millions)	2016		2015
Unrealized gains on derivative contracts, at fair value	$	2,965	$	1,456
Prepaid commodity purchase contracts (1)	415		287
Secured advances to suppliers, net (2)	240		521
Recoverable taxes, net	323		364
Margin deposits	595		467
Marketable securities, at fair value and other short-term investments	215		234
Deferred purchase price receivable, at fair value (3)	103		79
Prepaid expenses	213		132
Other	325		359
Total	$	5,394	$	3,899

(1) Prepaid commodity purchase contracts represent advance payments against fixed price contracts for future delivery of specified quantities of agricultural commodities.

(2) Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and sugarcane, to finance a portion of the suppliers’ production costs. Bunge does not bear any of the costs or risks associated with the related growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate and settle when the farmer’s crop is harvested and sold. The secured advances to farmers are reported net of allowances of $2 million and $2 million at June 30, 2016 and December 31, 2015, respectively.

Interest earned on secured advances to suppliers of $7 million and $9 million for the three months ended June 30, 2016 and 2015, respectively, and $18 million and $20 million for the six months ended June 30, 2016 and 2015, respectively, is included in net sales in the condensed consolidated statements of income.

(3) Deferred purchase price receivable represents additional credit support for the investment conduits in Bunge’s accounts receivables sales program (see Note 12).

Marketable Securities and Other Short-Term Investments - The Company invests in foreign government securities, corporate debt securities, deposits, and other securities. The following is a summary of amounts recorded on the condensed consolidated balance sheets for marketable securities and other short-term investments.

	June 30,		December 31,
(US$ in millions)	2016		2015
Foreign government securities	$	81	$	61
Corporate debt securities	77		92
Certificate of deposits/time deposits	47		55
Other	10		26
Total marketable securities and other short-term investments	$	215	$	234

As of June 30, 2016, total marketable securities and other short-term investments include, $17 million of assets classified as available for sale, $151 million as trading and $47 million as other short-term investments. As of December 31, 2015, total marketable securities and other short-term investments includes $76 million of assets classified as held-to-maturity and $158 million as trading. Held-to-maturity foreign government and corporate debt securities and certificate of deposits/time deposits are expected to be converted to cash within a twelve month period and are therefore classified as current. Due to the short term nature of these investments, carrying value approximates fair value. For the six months ended June 30, 2016 and 2015, Bunge recognized a net gain of $12 million and $15 million, respectively, related to trading securities.

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7. OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following:

	June 30,		December 31,
(US$ in millions)	2016		2015
Recoverable taxes, net (1)	$	277	$	133
Judicial deposits (1)	141		119
Other long-term receivables	26		23
Income taxes receivable (1)	309		195
Long-term investments	53		49
Affiliate loans receivable, net	21		15
Long-term receivables from farmers in Brazil, net (1)	124		117
Other	138		121
Total	$	1,089	$	772

(1) These non-current assets arise primarily from Bunge’s Brazilian operations and recovery of these amounts could take in excess of five years.

Recoverable taxes, net - Recoverable taxes are reported net of valuation allowances of $34 million and $20 million at June 30, 2016 and December 31, 2015, respectively.

Judicial deposits - Judicial deposits are funds that Bunge has placed on deposit with the courts in Brazil. These funds are held in judicial escrow relating to certain legal proceedings pending legal resolution and bear interest at the SELIC rate, which is the benchmark rate of the Brazilian central bank.

Income taxes receivable - Income taxes receivable includes overpayments of current income taxes plus accrued interest. These income tax prepayments are expected to be utilized for settlement of future income tax obligations. Income taxes receivable in Brazil bear interest at the SELIC rate.

Affiliate loans receivable, net - Affiliate loans receivable, net is primarily interest bearing receivables from unconsolidated affiliates with an initial maturity of greater than one year.

Long-term receivables from farmers in Brazil, net - Bunge provides financing to farmers in Brazil, primarily through secured advances against farmer commitments to deliver agricultural commodities (primarily soybeans) upon harvest of the then-current year’s crop.

The table below summarizes Bunge’s recorded investment in long-term receivables from farmers in Brazil.

	June 30,		December 31,
(US$ in millions)	2016		2015
Legal collection process (1)	$	158	$	119
Renegotiated amounts (2)	47		58
Other long-term receivables	30		40
Total	$	235	$	217

(1) All amounts in legal process are considered past due upon initiation of legal action.

(2) All renegotiated amounts are current on repayment terms.

The average recorded investment in long-term receivables from farmers in Brazil for the six months ended June 30, 2016 and the year ended December 31, 2015 was $235 million and $214 million, respectively. The table below summarizes Bunge’s recorded investment in long-term receivables from farmers in Brazil and the related allowance amounts.

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	June 30, 2016				December 31, 2015
	Recorded				Recorded
(US$ in millions)	Investment		Allowance		Investment		Allowance
For which an allowance has been provided:
Legal collection process	$	95	$	84	$	78	$	69
Renegotiated amounts	35		27		37		31
For which no allowance has been provided:
Legal collection process	63		—		41		—
Renegotiated amounts	12		—		21		—
Other long-term receivables	30		—		40		—
Total	$	235	$	111	$	217	$	100

The table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(US$ in millions)	2016			2015			2016			2015
Beginning balance	$	108		$	131		$	100		$	153
Bad debt provisions	1			4			1			5
Recoveries	(9		)	(12		)	(9		)	(14		)
Transfers (1)	—			—			—			4
Foreign exchange translation	11			4			19			(21		)
Ending balance	$	111		$	127		$	111		$	127

(1) Represents reclassifications from allowance for doubtful accounts-current for secured advances to suppliers.

8. INCOME TAXES

Income tax expense is provided on an interim basis based on management’s estimate of the annual effective income tax rate and includes the tax effects of certain discrete items, such as changes in tax laws or tax rates or other unusual or nonrecurring tax adjustments in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The effective tax rate is highly dependent on the geographic distribution of Bunge’s worldwide earnings or losses and tax regulations in each jurisdiction. Management regularly monitors the assumptions used in estimating its annual effective tax rate and adjusts estimates accordingly. If actual results differ from management’s estimates, reported income tax expense in future periods could be materially affected.

For the six months ended June 30, 2016 and 2015, income tax expense related to continuing operations was $73 million and $130 million, respectively, resulting in effective tax rates of 17% and 28%. The lower rate in 2016 was primarily due to certain discrete items including an income tax benefit of $60 million recorded for a change in estimate resulting from a tax election for North America and an income tax benefit of $11 million recorded for income tax refund claims in Europe, partially offset by an income tax charge of $32 million recorded for an uncertain tax position related to Asia. Excluding the effect of the three discrete items noted above and certain other discrete items, Bunge’s effective tax rate for the six months ended June 30, 2016 was 28%.

As mentioned above, during the three months ended June 30, 2016, one of Bunge’s European subsidiaries amended a tax position for the 2010-2015 tax years as a result of the receipt of a tax ruling. However, given the unique factual circumstances and the uncertain state of the applicable tax regulations, Bunge recorded an unrecognized tax benefit of $253 million in the three months ended June 30, 2016. If the unrecognized tax benefits are ultimately recognized, Bunge would receive a cash refund of $62 million and tax credit carryforwards of $191

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million. The tax credit carryforwards would be assessed for recoverability and fully offset by a valuation allowance as it is not more likely than not that Bunge would realize benefit from the tax credit carryforward.

As a global enterprise, Bunge files income tax returns that are subject to periodic examination and challenge by federal, state and foreign tax authorities. In many jurisdictions, income tax examinations, including settlement negotiations or litigation, may take several years to finalize. While it is difficult to predict the final outcome or timing of resolution of any particular matter, management believes that the condensed consolidated financial statements reflect the largest amount of tax benefit that is more likely than not to be realized.

9. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

	June 30,		December 31,
(US$ in millions)	2016		2015
Unrealized losses on derivative contracts, at fair value	$	3,179	$	1,471
Accrued liabilities	559		688
Advances on sales	265		371
Other	275		233
Total	$	4,278	$	2,763

10. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Bunge’s various financial instruments include certain components of working capital such as cash and cash equivalents, trade accounts receivable and trade accounts payable. Additionally, Bunge uses short and long-term debt to fund operating requirements . Cash and cash equivalents, trade accounts receivable, trade accounts payable and short-term debt are stated at their carrying value, which is a reasonable estimate of fair value. See Note 4 for trade structured finance program, Note 12 for deferred purchase price receivable (“DPP”) related to sales of trade receivables, Note 7 for long-term receivables from farmers in Brazil, net and Note 11 for long-term debt. Bunge’s financial instruments also include derivative instruments and marketable securities, which are stated at fair value.

The majority of Bunge’s exchange traded agricultural commodity futures are settled daily generally through its clearing subsidiary and, therefore, such futures are not included in the table below. Assets and liabilities are classified in their entirety based on the lowest level of input that is a significant component of the fair value measurement. The lowest level of input is considered Level 3.

The following table sets forth, by level, Bunge’s assets and liabilities that were accounted for at fair value on a recurring basis.

	Fair Value Measurements at Reporting Date
	June 30, 2016								December 31, 2015
(US$ in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Readily marketable inventories (Note 5)	$	—	$	4,116	$	917	$	5,033	$	—	$	3,421	$	245	$	3,666
Trade accounts receivable (1)	—		5		—		5		—		6		—		6
Unrealized gain on designated derivative contracts (2) :
Interest rate	—		17		—		17		—		—		—		—
Foreign exchange	—		34		—		34		—		30		—		30
Unrealized gain on undesignated derivative contracts (2) :
Foreign exchange	—		926		—		926		9		176		—		185
Commodities	649		1,069		212		1,930		252		696		220		1,168
Freight	41		—		—		41		65		—		—		65
Energy	15		2		—		17		7		—		1		8
Deferred purchase price receivable (Note 12 )	—		103		—		103		—		79		—		79
Other (3)	44		365		—		409		68		176		—		244
Total assets	$	749	$	6,637	$	1,129	$	8,515	$	401	$	4,584	$	466	$	5,451
Liabilities:
Trade accounts payable (1)	$	—	$	365	$	188	$	553	$	—	$	399	$	44	$	443
Unrealized loss on designated derivative contracts (4) :
Interest rate	—		—		—		—		—		3		—		3
Foreign exchange	—		248		—		248		—		15		—		15
Unrealized loss on undesignated derivative contracts (4) :
Interest rate	—		—		—		—		—		—		—		—
Foreign exchange	9		425		—		434		1		605		—		606
Commodities	915		1,455		81		2,451		402		304		52		758
Freight	33		—		2		35		56		—		—		56
Energy	7		2		2		11		31		—		2		33
Total liabilities	$	964	$	2,495	$	273	$	3,732	$	490	$	1,326	$	98	$	1,914

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(1) Trade accounts receivable and payable are generally stated at historical amounts, net of write-offs and allowances, with the exception of $5 million and $553 million, at June 30, 2016 and $6 million and $443 million at December 31, 2015, respectively, related to certain delivered inventory for which the receivable and payable, respectively, fluctuate based on changes in commodity prices. These receivables and payables are hybrid financial instruments for which Bunge has elected the fair value option.

(2) Unrealized gains on designated and undesignated derivative contracts are generally included in other current assets. There are no such amounts included in other non-current assets at June 30, 2016 and December 31, 2015, respectively.

(3) Other includes the fair values of marketable securities and investments in other current assets and other non-current assets.

(4) Unrealized losses on designated and undesignated derivative contracts are generally included in other current liabilities. There are no such amounts included in other non-current liabilities at June 30, 2016 and December 31, 2015, respectively.

Derivatives — Exchange traded futures and options contracts and exchange cleared contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. Bunge’s forward commodity purchase and sale contracts are classified as derivatives along with other over-the-counter (“OTC”) derivative instruments relating primarily to freight, energy, foreign exchange and interest rates, and are classified within Level 2 or Level 3 as described below. Bunge estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or OTC markets. In such cases, these derivative contracts are classified within Level 2.

OTC derivative contracts include swaps, options and structured transactions that are valued at fair value generally determined using quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices and indices to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or corroborated by the market. When unobservable inputs have a significant impact on the measurement of fair value, the instrument is categorized in Level 3.

Exchange traded or cleared derivative contracts are classified in Level 1, thus transfers of assets and liabilities into and/or out of Level 1 occur infrequently. Transfers into Level 1 would generally only be expected to occur when an exchange cleared derivative contract historically valued using a valuation model as the result of a lack of observable inputs becomes sufficiently observable, resulting in the valuation price being essentially the exchange traded price. There were no significant transfers into or out of Level 1 during the periods presented.

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Readily marketable inventories — RMI reported at fair value are valued based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or OTC markets with appropriate adjustments for differences in local markets where Bunge’s inventories are located. In such cases, the inventory is classified within Level 2. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.

If Bunge used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative contracts and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported in future periods as unrealized gains and losses on derivative contracts and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ.

Level 3 Measurements — Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Bunge’s policy regarding the timing of transfers between levels is to record the transfers at the beginning of the reporting period.

Level 3 Derivatives — Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value measurements. These inputs include commodity prices, price volatility, interest rates, volumes and locations. In addition, with the exception of the exchange cleared instruments, Bunge is exposed to loss in the event of the non-performance by counterparties on OTC derivative instruments and forward purchase and sale contracts. Adjustments are made to fair values on occasions when non-performance risk is determined to represent a significant input in Bunge’s fair value determination. These adjustments are based on Bunge’s estimate of the potential loss in the event of counterparty non-performance. Bunge did not have significant adjustments related to non-performance by counterparties at June 30, 2016 and December 31, 2015.

Level 3 Readily marketable inventories and other — The significant unobservable inputs resulting in Level 3 classification for RMI physically settled forward purchase and sale contracts, and trade accounts receivable and payable, net, relate to certain management estimations regarding costs of transportation and other local market or location-related adjustments, primarily freight related adjustments in the interior of Brazil and the lack of market corroborated information in Canada. In both situations, Bunge uses proprietary information such as purchase and sale contracts and contracted prices for freight, premiums and discounts to value its contracts. Movements in the price of these unobservable inputs alone would not have a material effect on Bunge’s financial statements as these contracts do not typically exceed one future crop cycle.

The tables below present reconciliations for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2016 and 2015. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.

	Level 3 Instruments
	Fair Value Measurements
	Three Months Ended June 30, 2016
				Readily			Trade Accounts
	Derivatives,			Marketable			Receivable/
(US$ in millions)	Net (1)			Inventories			Payable, Net (2)			Total

Balance, April 01, 2016	$	16		$	730		$	(291	)	$	455
Total gains and (losses), realized/unrealized included in cost of goods sold	116			121			3			240
Purchases	—			196			(17		)	179
Sales	—			(250		)	—			(250		)
Issuances	—			(7		)	—			(7		)
Settlements	(6		)	—			99			93
Transfers into Level 3	(2		)	168			(1		)	165
Transfers out of Level 3	3			(41		)	19			(19		)
Balance, June 30, 2016	$	127		$	917		$	(188	)	$	856

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(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

	Level 3 Instruments
	Fair Value Measurements
	Three Months Ended June 30, 2015
				Readily			Trade Accounts
	Derivatives,			Marketable			Receivable/
(US$ in millions)	Net (1)			Inventories			Payable, Net (2)			Total

Balance, April 01, 2015	$	79		$	675		$	(489	)	$	265
Total gains and (losses), realized/unrealized included in cost of goods sold	151			39			1			191
Purchases	1			545			—			546
Sales	—			(485		)	—			(485		)
Issuances	—			—			(43		)	(43		)
Settlements	(29		)	—			205			176
Transfers into Level 3	(1		)	199			(31		)	167
Transfers out of Level 3	(9		)	(63		)	—			(72		)
Balance, June 30, 2015	$	192		$	910		$	(357	)	$	745

(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

	Level 3 Instruments
	Fair Value Measurements
	Six Months Ended June 30, 2016
				Readily			Trade Accounts
	Derivatives,			Marketable			Receivable/
(US$ in millions)	Net (1)			Inventories			Payable, Net (2)			Total

Balance, January 01, 2016	$	167		$	245		$	(44	)	$	368
Total gains and losses (realized/unrealized) included in cost of goods sold	32			131			8			171
Purchases	—			733			(212		)	521
Sales	—			(499		)	—			(499		)
Issuances	(1		)	(6		)	—			(7		)
Settlements	(72		)	—			100			28
Transfers into Level 3	(2		)	361			(59		)	300
Transfers out of Level 3	3			(48		)	19			(26		)
Balance, June 30, 2016	$	127		$	917		$	(188	)	$	856

(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

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	Level 3 Instruments
	Fair Value Measurements
	Six Months Ended June 30, 2015
				Readily			Trade Accounts
	Derivatives,			Marketable			Receivable/
(US$ in millions)	Net (1)			Inventories			Payable, Net (2)			Total

Balance, January 01, 2015	$	(2	)	$	255		$	(33	)	$	220
Total gains and losses (realized/unrealized) included in cost of goods sold	243			59			1			303
Purchases	1			1,027			(1		)	1,027
Sales	—			(795		)	—			(795		)
Issuances	—			—			(327		)	(327		)
Settlements	(47		)	—			205			158
Transfers into Level 3	—			515			(203		)	312
Transfers out of Level 3	(3		)	(151		)	1			(153		)
Balance, June 30, 2015	$	192		$	910		$	(357	)	$	745

(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

The tables below summarize changes in unrealized gains or (losses) recorded in earnings during the three and six months ended June 30, 2016 and 2015 for Level 3 assets and liabilities that were held at June 30, 2016 and 2015.

	Level 3 Instruments
	Fair Value Measurements
	Three Months Ended
			Readily			Trade Accounts
	Derivatives,		Marketable			Receivable and
(US$ in millions)	Net (1)		Inventories			Payable, Net (2)			Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at June 30, 2016
Cost of goods sold	$	83	$	51		$	(3	)	$	131
Changes in unrealized gains and (losses) relating to assets and liabilities held at June 30, 2015
Cost of goods sold	$	23	$	(6	)	$	1		$	18

(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

	Level 3 Instruments
	Fair Value Measurements
	Six Months Ended
			Readily			Trade Accounts
	Derivatives,		Marketable			Receivable and
(US$ in millions)	Net (1)		Inventories			Payable, Net (2)			Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at June 30, 2016
Cost of goods sold	$	20	$	(7	)	$	(2	)	$	11
Changes in unrealized gains and (losses) relating to assets and liabilities held at June 30, 2015
Cost of goods sold	$	17	$	1		$	(3	)	$	15

(1) Derivatives, net include Level 3 derivative assets and liabilities.

(2) Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.

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Derivative Instruments and Hedging Activities

Interest rate derivatives — Bunge, from time-to-time uses interest rate derivatives, including interest rate swaps, interest rate basis swaps, interest rate options or interest rate futures. As of June 30, 2016, Bunge had interest rate swap agreements for the purpose of managing certain of its interest rate exposures. The interest rate swaps used by Bunge as hedging instruments have been recorded at fair value in the condensed consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. These swap agreements have been designated as fair value hedges. Additionally, the carrying amount of the associated hedged debt is adjusted through earnings for changes in the fair value arising from changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset.

As of June 30, 2016, Bunge had fixed-to-variable interest rate swap agreements. Below is a summary of Bunge’s current interest rate swap agreements designated as fair value hedge agreements as of June 30, 2016.

Notional

Weighted

Amount of

Weighted Average

Average Rate

Hedged Obligation

Derivative

Effective Date

Maturity Date

Rate Payable (1)

Receivable (2)

500

November 24, 2015

November 24, 2020

3 month LIBOR plus 1.91%

3.50

€

600

€

600

June 16, 2016

June 16, 2023

6 month EURIBOR plus 1.6778%

1.85

(1) Interest is payable in arrears semi-annually.

(2) Interest is receivable in arrears semi-annually for U.S. dollar interest rate swap and annually for Euro interest rate swap.

Additionally, in February 2016, Bunge entered into one year interest rate swap agreements, having a total notional of $500 million that requires Bunge to pay interest at a fixed rate and receive interest at a variable rate. These interest rate swaps do not qualify for hedge accounting, and therefore Bunge has not designated these swaps as hedge instruments for accounting purposes. The interest rate swaps have been recorded at fair value in the consolidated condensed balance sheets with changes in fair value recorded contemporaneously in earnings.

Foreign exchange derivatives and hedging activities - Bunge uses a combination of foreign exchange forward, swap and option contracts in certain of its operations to mitigate the risk from exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign exchange forward and option contracts may be designated as cash flow hedges. Bunge may also use net investment hedges to partially offset the translation adjustments arising from the remeasurement of its investment in certain of its foreign subsidiaries.

Foreign exchange risk is also managed through the use of foreign currency debt. Bunge’s senior unsecured euro-denominated notes have been designated as, and are effective as, economic hedges of the net investment in foreign denominated operations. Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in foreign currency translation adjustment within OCI.

Bunge assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items.

The table below summarizes the notional amounts of open foreign exchange positions.

	June 30, 2016
	Exchange Traded
	Net (Short)			Non-exchange Traded					Unit of
(US$ in millions)	& Long (1)			(Short) (2)			Long (2)		Measure
Foreign Exchange
Options	$	—		$	(908	)	$	255	Delta
Forwards	—			(9,428		)	5,217		Notional
Futures	(106		)	—			—		Notional
Swaps	—			(703		)	59		Notional

(1) Exchange traded derivatives are presented on a net (short) and long position basis.

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(2) Non-exchange traded derivatives are presented on a gross (short) and long position basis.

Commodity derivatives - Bunge uses commodity derivative instruments to manage its exposure to movements associated with agricultural commodity prices. Bunge generally uses exchange traded futures and options contracts to minimize the effects of changes in the prices of agricultural commodities on its agricultural commodity inventories and forward purchase and sale contracts, but may also from time-to-time enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices. Forward purchase and sale contracts are primarily settled through delivery of agricultural commodities. While Bunge considers these exchange traded futures and forward purchase and sale contracts to be effective economic hedges, Bunge does not designate or account for the majority of its commodity contracts as hedges. The forward contracts require performance of both Bunge and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle.

The table below summarizes the volumes of open agricultural commodities derivative positions.

	June 30, 2016
	Exchange Traded and Cleared
	Net (Short) &		Non-exchange Traded			Unit of
	Long (1)		(Short) (2)		Long (2)	Measure
Agricultural Commodities
Futures	(5,196,415	)	—		—	Metric Tons
Options	(614,538	)	—		—	Metric Tons
Forwards	—		(32,537,902	)	34,814,537	Metric Tons
Swaps	30,000		(8,365,511	)	359,651	Metric Tons

(1) Exchange traded and cleared derivatives are presented on a net (short) and long position basis.

(2) Non-exchange traded derivatives are presented on a gross (short) and long position basis.

Ocean freight derivatives — Bunge uses derivative instruments referred to as freight forward agreements (FFAs) and FFA options to hedge portions of its current and anticipated ocean freight costs. Changes in the fair values of ocean freight derivatives that are not designated as hedges are recorded in earnings. There were no designated hedges at June 30, 2016 and December 31, 2015, respectively.

The table below summarizes the open ocean freight positions.

	June 30, 2016
	Exchange Cleared
	Net (Short) &		Non-exchange Cleared		Unit of
	Long (1)		(Short) (2)	Long (2)	Measure
Ocean Freight
FFA	170		—	—	Hire Days
FFA Options	(470	)	—	—	Hire Days

(1) Exchange cleared derivatives are presented on a net (short) and long position basis.

(2) Non-exchange cleared derivatives are presented on a gross (short) and long position basis.

Energy derivatives — Bunge uses energy derivative instruments for various purposes including to manage its exposure to volatility in energy costs. Bunge’s operations use substantial amounts of energy, including natural gas, coal, and fuel oil, including bunker fuel.

The table below summarizes the open energy positions.

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	June 30, 2016
	Exchange Traded
	Net (Short) &		Non-exchange Cleared			Unit of
	Long (1)		(Short) (2)		Long (2)	Measure (3)
Natural Gas (3)
Futures	6,269,770		—		—	MMBtus
Swaps	—		—		4,632,084	MMBtus
Options	—		—		—	MMBtus
Energy—Other
Futures	16,870		—		—	Metric Tons
Forwards	—		—		7,108,552	Metric Tons
Swaps	185,000		(96,000	)	—	Metric Tons
Options	(11,826	)	—		—	Metric Tons

(1) Exchange traded and cleared derivatives are presented on a net (short) and long position basis.

(2) Non-exchange cleared derivatives are presented on a gross (short) and long position basis.

(3) Million British Thermal Units (MMBtus) is the standard unit of measurement used to denote an amount of natural gas.

The Effect of Financial Instruments on the Condensed Consolidated Statements of Income

The table below summarizes the effect of derivative instruments that are designated as fair value hedges and also derivative instruments that are undesignated on the condensed consolidated statements of income for the six months ended June 30, 2016 and 2015.

		Gain or (Loss) Recognized in
		Income on Derivative Instruments
		Six Months Ended June 30,
(US$ in millions)	Location	2016			2015
Designated Derivative Contracts:
Interest Rate	Interest income/Interest expense	$	3		$	—
Total		$	3		$	—
Undesignated Derivative Contracts:
Foreign Exchange	Foreign exchange gains (losses)	$	253		$	(257	)
Foreign Exchange	Cost of goods sold	601			30
Commodities	Cost of goods sold	(960		)	(42		)
Freight	Cost of goods sold	(1		)	(13		)
Energy	Cost of goods sold	9			6
Total		$	(98	)	$	(276	)

The table below summarizes the effect of financial instruments that are designated and qualify as cash flow and net investment hedges on the condensed consolidated statement of income for the six months ended June 30, 2016.

	Six Months Ended June 30, 2016
			Gain or				Gain or (Loss)
			(Loss)				Reclassified from
			Recognized in				Accumulated OCI into			Gain or (Loss) Recognized
	Notional		Accumulated				Income (1)			in Income on Derivatives
(US$ in millions)	Amount		OCI (1)			Location		Amount		Location	Amount (2)

Cash Flow Hedge:
Foreign Exchange (3)	$	178	$	30		Foreign exchange gains (losses)		$	—	Foreign exchange gains (losses)	$	—
Total	$	178	$	30				$	—		$	—

Net Investment Hedge:
Foreign currency denominated debt	$	661	$	4		Foreign currency denominated debt		$	—	Foreign currency denominated debt	$	—
Foreign Exchange (3)	$	1,275	$	(373	)	Foreign exchange gains (losses)		$	—	Foreign exchange gains (losses)	$	—
Total	$	1,936	$	(369	)			$	—		$	—

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(1) The gain (loss) recognized relates to the effective portion of the hedging relationship. At June 30, 2016, Bunge expects to reclassify into income in the next 12 months approximately $16 million of after-tax gain related to its foreign exchange cash flow hedges and zero for net investment hedges.

(2) There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or relating to amounts excluded from the assessment of hedge effectiveness.

(3) The foreign exchange contracts mature at various dates through 2018.

The table below summarizes the effect of financial instruments that are designated and qualify as cash flow hedges on the condensed consolidated statement of income for the six months ended June 30, 2015.

	Six Months Ended June 30, 2015
			Gain or				Gain or (Loss)
			(Loss)				Reclassified from
			Recognized in				Accumulated OCI into				Gain or (Loss) Recognized
	Notional		Accumulated				Income (1)				in Income on Derivatives
(US$ in millions)	Amount		OCI (1)			Location		Amount			Location	Amount (2)

Cash Flow Hedge:
Foreign Exchange (3)	$	554	$	(36	)	Foreign exchange gains (losses)		$	(18	)	Foreign exchange gains (losses)	$	—
Total	$	554	$	(36	)			$	(18	)		$	—

Net Investment Hedge:
Foreign Exchange (3)	$	2,169	$	16		Foreign exchange gains (losses)		$	—		Foreign exchange gains (losses)	$	—
Total	$	2,169	$	16				$	—			$	—

(1) The gain or (loss) recognized relates to the effective portion of the hedging relationship. At June 30, 2015, Bunge expected to reclassify into income in the next 12 months approximately $(36) million of after-tax gains (losses) related to its foreign exchange cash flow hedges and zero for net investment hedges.

(2) There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or to amounts excluded from the assessment of hedge effectiveness.

(3) The foreign exchange contracts matured at various dates in 2015 and 2016.

11. DEBT

On June 9, 2016, Bunge completed the sale of €600 million (approximately $681 million) aggregate principal amount of 1.850% senior notes due 2023. The senior notes were issued by Bunge’s 100% owned finance subsidiary, Bunge Finance Europe B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The net proceeds of €597 million (approximately $677 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

On June 24, 2016, Bunge completed a refinancing on one if its facilities under its three-year unsecured bilateral revolving credit facilities (the “Facilities”) totaling $700 million. The amended $200 million facility under the Facilities will mature in June 2019. The remaining $500 million facilities mature in November 2016. Borrowings under these Facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.55% per annum based

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on the credit ratings on its senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a commitment fee payable at a rate ranging from 0.20% to 0.25%.

Bunge’s commercial paper program is supported by an identical amount of committed back-up bank credit lines (the “Liquidity Facility”) provided by banks that are rated at least A-1 by Standard & Poor’s Financial Services and P-1 by Moody’s Investors Service. The cost of borrowing under the Liquidity Facility would typically be higher than the cost of issuing under Bunge’s commercial paper program. At June 30, 2016, there was $450 million borrowings outstanding under the commercial paper program and no borrowings were outstanding under the Liquidity Facility.

At June 30, 2016, Bunge had $3,423 million of unused and available borrowing capacity under its committed credit facilities with a number of lending institutions.

The fair value of Bunge’s long-term debt is based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge. The carrying amounts and fair value of long-term debt are as follows:

	June 30, 2016						December 31, 2015
	Carrying		Fair Value		Fair Value		Carrying		Fair Value		Fair Value
(US$ in millions)	Value		(Level 2)		(Level 3)		Value		(Level 2)		(Level 3)
Long-term debt, including current portion	$	4,351	$	4,543	$	—	$	3,795	$	3,879	$	53

12. TRADE RECEIVABLES SECURITIZATION PROGRAM

On May 26, 2016, Bunge and certain of its subsidiaries renewed and amended its $700 million trade receivables securitization program (the “Program”). Bunge and certain of its subsidiaries participate in the Program with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the “Purchasers”) that provides for funding of up to $700 million against receivables sold into the Program.

As of June 30, 2016 and December 31, 2015, $568 million and $524 million, respectively, of receivables sold under the Program for which cash has not been received, were derecognized from Bunge’s condensed consolidated balance sheets. Proceeds received in cash related to transfers of receivables under the Program totaled $4,150 million and $4,904 million for the six months ended June 30, 2016 and 2015, respectively. In addition, cash collections from customers on receivables previously sold were $4,210 million and $5,024 million, respectively. As this is a revolving facility, cash collections from customers are reinvested to fund new receivable sales. Gross receivables sold under the Program for the six months ended June 30, 2016 and 2015, were $4,297 million and $5,032 million, respectively. These sales resulted in discounts of $1 million for the three months ended June 30, 2016 and 2015, and $3 million for the six months ended June 30, 2016 and 2015, which were included in selling, general and administrative expenses in the condensed consolidated statements of income. Servicing fees under the Program were not significant in any period.

Bunge’s risk of loss following the sale of the trade receivables is limited to the deferred purchase price (“DPP”), which at June 30, 2016 and December 31, 2015 had a fair value of $103 million and $79 million, respectively, and is included in other current assets in the condensed consolidated balance sheets (see Note 6). The DPP will be repaid in cash as receivables are collected, generally within 30 days. Delinquencies and credit losses on trade receivables sold under the Program during the three and six months ended June 30, 2016 and 2015, were insignificant. Bunge has reflected all cash flows under the Program as operating cash flows in the condensed consolidated statements of cash flows.

13. RELATED PARTY TRANSACTIONS

Bunge purchased soybeans, other commodity products and received port services from certain of its unconsolidated investees, totaling $216 million and $111 million for the three months ended June 30, 2016 and 2015, respectively, and $469 million and $381 million for the six months ended June 30, 2016 and 2015, respectively. Bunge also sold soybeans, other commodity products and provided port services to certain of its unconsolidated investees, totaling $73 million and $60 million for the three months ended June 30, 2016 and 2015, re s pectively, and $129 million and $185 million for the six months ended June 30, 2016 and 2015, re s pectively.

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14. COMMITMENTS AND CONTINGENCIES

Bunge is party to a large number of claims and lawsuits, primarily tax and labor claims in Brazil and tax claims in Argentina, arising in the normal course of business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge’s financial condition, results of operations or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote possibility of an adverse impact on Bunge’s position in the period the uncertainties are resolved whereby the settlement of the identified contingencies could exceed the amount of provisions included in the condensed consolidated balance sheets. Included in other non-current liabilities at June 30, 2016 and December 31, 2015 are the following amounts related to these matters:

	June 30,		December 31,
(US$ in millions)	2016		2015
Tax claims	$	205	$	163
Labor claims	87		75
Civil and other claims	90		78
Total	$	382	$	316

Tax claims (non-income tax) - These tax claims relate principally to claims against Bunge’s Brazilian subsidiaries, primarily value added tax claims (ICMS, IPI, PIS and COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. In addition to the matter discussed below, Bunge monitors other potential claims in Brazil regarding these value-added taxes. In particular, Bunge monitors the Brazilian federal and state governments’ responses to recent Brazilian Supreme Court decisions invalidating on constitutional grounds certain ICMS incentives and benefits granted by various states. While Bunge was not a recipient of any of the incentives and benefits that were the subject of these Supreme Court decisions, it has received other similar tax incentives and benefits. Bunge has not received any tax assessment from the states that granted these incentives or benefits related to their validity and, based on the Company’s evaluation of this matter as required by U.S. GAAP, no liability has been recorded in the condensed consolidated financial statements.

On February 13, 2015, Brazil’s Supreme Federal Court ruled in a leading case that certain state ICMS tax credits for staple foods (including soy oil, margarine, mayonnaise and wheat flours) are unconstitutional. Bunge, like other companies in the Brazilian food industry, is involved in several administrative and judicial disputes with Brazilian states regarding these tax credits. While the leading case does not involve Bunge and each case is unique in facts and circumstances and applicable state law, the ruling has general precedent authority on lower court cases. Based on management’s review of the ruling (without considering the future success of any potential clarification or modulation of the ruling) and its general application to Bunge’s pending cases, management recorded a liability of 468 million Brazilian reais (approximately $146 million as of June 30, 2016), plus applicable interest. Management intends to continue to vigorously defend against its pending state cases.

During 2015 and the first half of 2016, Bunge’s Brazilian subsidiaries received in excess of two hundred ICMS assessments which ranged from less than 10 thousand Brazilian reais to 70 million Brazilian reais . In May 2014, the Brazilian tax authorities concluded an examination of the ICMS tax returns of one of Bunge’s sugar milling subsidiaries for the years 2010 through 2011 and proposed adjustments totaling approximately 45 million Brazilian reais (approximately $14 million as of June 30, 2016), plus applicable interest and penalties on the outstanding amount. Management, in consultation with external legal advisors, has determined that no reserves are required.

As of June 30, 2016 the Brazilian authorities have concluded examinations of the PIS COFINS tax returns and issued assessments relating to years 2004 through the first quarter of 2011. As of June 30, 2016, the cumulative claims for 2004 through 2011 were approximately 510 million Brazilian reais (approximately $159 million), plus applicable interest and penalties on the outstanding amount. As of December 31, 2015, the claims for 2004 through 2010 were approximately 500 million Brazilian reais (approximately $156 million as of June 30, 2016), plus applicable interest and penalties on the outstanding amount. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.

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Since 2010, the Argentine tax authorities have been conducting a review of income and other taxes paid by exporters and processors of cereals and other agricultural commodities in the country. In that regard, the Company has been subject to a number of assessments, proceedings and claims related to its activities. In 2011, Bunge’s subsidiary in Argentina paid $112 million of accrued export tax obligations under protest and preserved its rights with respect to such payment. In 2012, the Argentine tax authorities further assessed interest on these payments, which as of June 30, 2016, totaled approximately $219 million. In 2012, the Argentine government suspended Bunge’s Argentine subsidiary from a registry of grain traders. While the suspension has not had a material adverse effect on Bunge’s business in Argentina, these actions have resulted in additional administrative requirements and increased logistical costs on domestic grain shipments within Argentina. Bunge is challenging these actions in the Argentine courts.

Labor claims — The labor claims are principally claims against Bunge’s Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits.

Civil and other — The civil and other claims relate to various disputes with third parties, including suppliers and customers.

During the first quarter of 2016, Bunge received a notice from the Brazilian Administrative Council for Economic Defense initiating an administrative proceeding against its Brazilian subsidiary and two of its employees, certain of its former employees, several other companies in the Brazilian wheat milling industry and others for alleged anticompetitive activities in the north and northeast of Brazil. Bunge intends to defend against this action; however, the proceedings are at an early stage and Bunge cannot, at this time, reasonably predict the ultimate outcome of the proceedings or sanctions, if any, which may be imposed.

Guarantees — Bunge has issued or was a party to the following guarantees at June 30, 2016:

	Maximum
	Potential
	Future
(US$ in millions)	Payments
Unconsolidated affiliates financing (1)	$	66
Residual value guarantee (2)	154
Total	$	220

(1) Bunge issued guarantees to certain financial institutions related to debt of certain of its unconsolidated joint ventures. The terms of the guarantees are equal to the terms of the related financings which have maturity dates in 2016 through 2019. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At June 30, 2016, Bunge recorded no obligation related to these guarantees.

(2) Bunge issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at conclusion of the lease term. These leases expire at various dates from 2016 through 2020. At June 30, 2016, Bunge’s recorded obligation related to these guarantees was $4 million.

In addition, Bunge Limited has provided full and unconditional parent level guarantees of the outstanding indebtedness under certain credit facilities entered into, and senior notes issued, by its subsidiaries. At June 30, 2016, Bunge’s condensed consolidated balance sheet includes debt with a carrying amount of $5,549 million related to these guarantees. This debt includes the senior notes issued by three of Bunge’s 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe, B.V. and Bunge N.A. Finance L.P. There are no significant restrictions on the ability of Bunge Limited Finance Corp., Bunge Finance Europe, B.V. and Bunge N.A. Finance L.P. or any other Bunge subsidiary to transfer funds to Bunge Limited.

15. EQUITY

Share repurchase program - In May 2015, Bunge established a new program for the repurchase of up to $500 million of Bunge’s issued and outstanding common shares. The program has no expiration date. Bunge repurchased 330,881 and 3,296,230 common shares for the three and six months ended June 30, 2016 under this program for $19 million and $200 million, respectively. Total repurchases under the program from its inception in

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May 2015 through June 30, 2016 were 4,707,440 shares for $300 million. Bunge completed the previous program of $975 million during the first quarter of 2015 with the repurchase of 2,460,600 common shares for $200 million.

Accumulated other comprehensive income (loss) attributable to Bunge — The following table summarizes the balances of related after-tax components of accumulated other comprehensive income (loss) attributable to Bunge.

				Deferred			Pension and Other			Unrealized		Accumulated
	Foreign Exchange			Gains (Losses)			Postretirement			Gains (Losses)		Other
	Translation			on Hedging			Liability			on		Comprehensive
(US$ in millions)	Adjustment			Activities			Adjustments			Investments		Income (Loss)
Balance April 1, 2016	$	(5,931	)	$	36		$	(134	)	$	3	$	(6,026	)
Other comprehensive income (loss) before reclassifications	469			(155		)	—			—		314
Amount reclassified from accumulated other comprehensive income	—			(6		)	—			—		(6		)
Balance, June 30, 2016	$	(5,462	)	$	(125	)	$	(134	)	$	3	$	(5,718	)

				Deferred			Pension and Other			Unrealized		Accumulated
	Foreign Exchange			Gains (Losses)			Postretirement			Gains (Losses)		Other
	Translation			on Hedging			Liability			on		Comprehensive
(US$ in millions)	Adjustment			Activities			Adjustments			Investments		Income (Loss)
Balance April 1, 2015	$	(5,229	)	$	45		$	(151	)	$	3	$	(5,332	)
Other comprehensive income (loss) before reclassifications	221			(62		)	1			—		160
Amount reclassified from accumulated other comprehensive income	—			5			—			—		5
Balance, June 30, 2015	$	(5,008	)	$	(12	)	$	(150	)	$	3	$	(5,167	)

				Deferred			Pension and Other			Unrealized		Accumulated
	Foreign Exchange			Gains (Losses)			Postretirement			Gains (Losses)		Other
	Translation			on Hedging			Liability			on		Comprehensive
(US$ in millions)	Adjustment			Activities			Adjustments			Investments		Income (Loss)
Balance, January 1, 2016	$	(6,443	)	$	214		$	(134	)	$	3	$	(6,360	)
Other comprehensive income (loss) before reclassifications	981			(339		)	—			—		642
Amount reclassified from accumulated other comprehensive income	—			—			—			—		—
Balance, June 30, 2016	$	(5,462	)	$	(125	)	$	(134	)	$	3	$	(5,718	)

				Deferred			Pension and Other			Unrealized		Accumulated
	Foreign Exchange			Gains (Losses)			Postretirement			Gains (Losses)		Other
	Translation			on Hedging			Liability			on		Comprehensive
(US$ in millions)	Adjustment			Activities			Adjustments			Investments		Income (Loss)
Balance, January 1, 2015	$	(3,897	)	$	(10	)	$	(154	)	$	3	$	(4,058	)
Other comprehensive income (loss) before reclassifications	(1,111		)	(20		)	4			—		(1,127		)
Amount reclassified from accumulated other comprehensive income	—			18			—			—		18
Balance, June 30, 2015	$	(5,008	)	$	(12	)	$	(150	)	$	3	$	(5,167	)

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16. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(US$ in millions, except for share data)	2016			2015			2016			2015
Income from continuing operations	$	124		$	92		$	365		$	338
Net (income) loss attributable to noncontrolling interests	1			(7		)	4			(4		)
Income (loss) from continuing operations attributable to Bunge	125			85			369			334
Other redeemable obligations (1)	(3		)	(5		)	(8		)	(11		)
Convertible preference share dividends	(9		)	(9		)	(17		)	(17		)
Income (loss) from discontinued operations, net of tax	(4		)	1			(13		)	15
Net income (loss) available to Bunge common shareholders	$	109		$	72		$	331		$	321

Weighted-average number of common shares outstanding:
Basic	139,406,634			143,726,689			140,234,524			144,441,666
Effect of dilutive shares:
—stock options and awards	358,243			900,064			289,838			908,144
—convertible preference shares	—			—			7,877,730			—
Diluted (2)	139,764,877			144,626,753			148,402,092			145,349,810

Basic earnings per common share:
Net income (loss) from continuing operations	$	0.81		$	0.50		$	2.45		$	2.12
Net income (loss) from discontinued operations	(0.03		)	0.01			(0.09		)	0.11
Net income (loss) to Bunge common shareholders—basic	$	0.78		$	0.51		$	2.36		$	2.23

Diluted earnings per common share:
Net income (loss) from continuing operations	$	0.81		$	0.50		$	2.43		$	2.11
Net income (loss) from discontinued operations	(0.03		)	—			(0.09		)	0.10
Net income (loss) to Bunge common shareholders—diluted	$	0.78		$	0.50		$	2.34		$	2.21

(1) Accretion of redeemable noncontrolling interest of $3 million and $5 million for the three months ended June 30, 2016 and 2015, respectively, and $8 million and $11 million for the six months ended June 30, 2016 and 2015, respectively, relates to a non-fair value variable put arrangement whereby the noncontrolling interest holder may require Bunge to purchase the remaining shares of an oilseed processing operation in Central and Eastern Europe. Accretion for the respective periods includes the effect of losses incurred by the operations for the three and six months ended June 30, 2016, and 2015, respectively.

(2) Approximately 4 million outstanding stock options and contingently issuable restricted stock units were not dilutive and not included in the weighted-average number of common shares outstanding for the three and six months ended June 30, 2016. Approximately 8 million weighted-average common shares that are issuable upon conversion of the convertible preference shares were not dilutive and not included in the weighted-average number of common shares outstanding for the three months ended June 30, 2016.

Approximately 2 million outstanding stock options and contingently issuable restricted stock units were not dilutive and not included in the weighted-average number of common shares outstanding for the three and six months ended June 30, 2015. Approximately 8 million weighted-average common shares that are issuable upon conversion of the convertible preference shares were not dilutive and not included in the weighted-average number of common shares outstanding for the three and six months ended June 30, 2015.

17. SEGMENT INFORMATION

Bunge has five reportable segments - Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy, and Fertilizer, which are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production processes, the type and class of customer and distribution methods. The Agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The Edible Oil Products segment involves the processing, production and marketing of products derived from vegetable oils. The Milling Products segment involves the processing, production and marketing of products derived primarily from wheat and corn. The Sugar and Bioenergy segment involves sugarcane growing and milling in Brazil, sugar merchandising in various countries, as well as sugarcane-based ethanol production and corn-based ethanol investments and related activities. Following the

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classification of the Brazilian fertilizer distribution and North American fertilizer businesses as discontinued operations, the activities of the Fertilizer segment include its port operations in Brazil and Argentina and its blending and retail operations in Argentina.

The “Discontinued Operations & Unallocated” column in the following table contains the reconciliation between the totals for reportable segments and Bunge consolidated totals, which consist primarily of amounts attributable to discontinued operations, corporate items not allocated to the operating segments and inter-segment eliminations. Transfers between the segments are generally valued at market. The segment revenues generated from these transfers are shown in the following table as “Inter-segment revenues”.

(US$ in millions)

				Edible												Discontinued
Three Months Ended				Oil			Milling			Sugar and						Operations &
June 30, 2016	Agribusiness			Products			Products			Bioenergy			Fertilizer			Unallocated (1)			Total
Net sales to external customers	$	7,524		$	1,705		$	422		$	809		$	81		$	—		$	10,541
Inter—segment revenues	991			25			1			2			—			(1,019		)	—
Gross profit	343			87			68			25			7			—			530
Foreign exchange gains (losses)	(4		)	(1		)	(4		)	3			—			—			(6		)
Noncontrolling interests (1)	(2		)	(1		)	—			—			—			4			1
Other income (expense) — net	(9		)	—			—			(4		)	—			—			(13		)
Segment EBIT (2)(3)	168			2			33			—			2			—			205
Discontinued operations (4)	—			—			—			—			—			(4		)	(4		)
Depreciation, depletion and amortization	(59		)	(23		)	(17		)	(39		)	(3		)	—			(141		)
Total assets	$	14,655		$	2,013		$	1,503		$	3,410		$	330		$	184		$	22,095

Three Months Ended
June 30, 2015
Net sales to external customers	$	7,744		$	1,667		$	409		$	881		$	81		$	—		$	10,782
Inter—segment revenues	801			44			—			—			—			(845		)	—
Gross profit	360			85			57			25			8			—			535
Foreign exchange gains (losses)	26			(1		)	(2		)	(7		)	—			—			16
Noncontrolling interests (1)	(13		)	(1		)	—			—			—			7			(7		)
Other income (expense) — net	(8		)	—			(1		)	—			—			—			(9		)
Segment EBIT (2) (3)	164			(6		)	20			(12		)	1			—			167
Discontinued operations (4)	—			—			—			—			—			1			1
Depreciation, depletion and amortization	(57		)	(21		)	(12		)	(53		)	(4		)	—			(147		)
Total assets	$	13,047		$	2,121		$	1,153		$	2,485		$	396		$	227		$	19,429

				Edible												Discontinued
Six Months Ended				Oil			Milling			Sugar and						Operations &
June 30, 2016	Agribusiness			Products			Products			Bioenergy			Fertilizer			Unallocated (1)			Total
Net sales to external customers	$	13,807		$	3,231		$	813		$	1,467		$	139		$	—		$	19,457
Inter—segment revenues	1,849			51			1			2			—			(1,903		)	—
Gross profit	773			199			123			41			14			—			1,150
Foreign exchange gains (losses)	20			(2		)	(5		)	3			(1		)	—			15
Noncontrolling interests (1)	—			(3		)	—			—			—			7			4
Other income (expense) — net	(6		)	(1		)	(2		)	(9		)	—			—			(18		)
Segment EBIT (2)(3)	450			32			55			(14		)	4			—			527
Discontinued operations (4)	—			—			—			—			—			(13		)	(13		)
Depreciation, depletion and amortization	(114		)	(45		)	(31		)	(58		)	(6		)	—			(254		)
Total assets	$	14,655		$	2,013		$	1,503		$	3,410		$	330		$	184		$	22,095

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Six Months Ended
June 30, 2015
Net sales to external customers	$	15,655		$	3,315		$	855		$	1,628		$	135		$	—		$	21,588
Inter—segment revenues	1,571			82			36			3			—			(1,692		)	—
Gross profit	866			199			127			46			7			—			1,245
Foreign exchange gains (losses)	24			4			(4		)	(15		)	—			—			9
Noncontrolling interests (1)	(11		)	(3		)	—			—			—			10			(4		)
Other income (expense) — net	—			—			(2		)	(6		)	—			—			(8		)
Segment EBIT (2) (3)	494			30			56			(35		)	(5		)	—			540
Discontinued operations (4)	—			—			—			—			—			15			15
Depreciation, depletion and amortization	(115		)	(43		)	(23		)	(78		)	(8		)	—			(267		)
Total assets	$	13,047		$	2,121		$	1,153		$	2,485		$	396		$	227		$	19,429

(1) Includes noncontrolling interests share of interest and tax to reconcile to consolidated noncontrolling interest and discontinued operations of Brazilian fertilizer distribution business and certain asset management operations.

(2) Bunge uses total segment earnings before interest and taxes (“Total Segment EBIT”) to evaluate Bunge’s operating performance. Total Segment EBIT is the aggregate of each of our five reportable segments’ earnings before interest and taxes. Total Segment EBIT is a non-GAAP financial measure and is not intended to replace net income (loss) attributable to Bunge, the most directly comparable GAAP financial measure. Bunge’s management believes Total Segment EBIT is a useful measure of its reportable segments’ operating profitability, since the measure allows for an evaluation of segment performance without regard to its financing methods or capital structure. For this reason, operating performance measures such as Total Segment EBIT are widely used by analysts and investors in Bunge’s industries. Total Segment EBIT is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to net income (loss) or any other measure of consolidated operating results under U.S. GAAP.

(3) Includes a pre-tax, non-cash impairment charge of $12 million in other income (expense) – net recorded in the second quarter of 2016, related to intangible assets of certain patents of intellectual property. Includes a pre-tax, non-cash impairment charge of $15 million in cost of goods sold recorded in the second quarter of 2015, related to the announced closure of Bunge’s oil packaging plant in the United States.

(4) Represents net income (loss) from discontinued operations.

A reconciliation of Total Segment EBIT to net income attributable to Bunge follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(US$ in millions)	2016			2015			2016			2015
Total Segment EBIT from continuing operations	$	205		$	167		$	527		$	540
Interest income	14			13			24			24
Interest expense	(59		)	(57		)	(116		)	(110		)
Income tax (expense) benefit	(39		)	(45		)	(73		)	(130		)
Income (loss) from discontinued operations, net of tax	(4		)	1			(13		)	15
Noncontrolling interests’ share of interest and tax	4			7			7			10
Net income (loss) attributable to Bunge	$	121		$	86		$	356		$	349

18. SUBSEQUENT EVENT

On July 22, 2016, Bunge entered into an agreement to sell a 50% ownership interest in its Terfron port terminal in Brazil to Amaggi Exportacao E Importacao Ltda. for a total consideration in cash of approximately $145 million. Completion of the sale is expected by December 31, 2016, subject to customary closing conditions, including regulatory approval in Brazil.

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Cautionary Statement Regarding Forward Looking Statements

This report contains both historical and forward looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward looking statements are subject to a number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. The following important factors, among others, could affect our business and financial performance, industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business, fluctuations in energy and freight costs and competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional agricultural, economic, financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, joint ventures and strategic alliances; our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and other business optimization initiatives; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies, tax regulations and biofuels legislation; and other factors affecting our business generally.

The forward looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances.

You should refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 , filed with the SEC on February 25, 2016 , and “Part II — Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for a more detailed discussion of these factors.

ITEM 2. MANAGEMENT’S DISCUSSIO N AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Second Quarter 2016 Overview

You should refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting Operating Results” in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of key factors affecting operating results in each of our business segments. In addition, you should refer to “Item 9A Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2015 and to “Item 4 Controls and Procedures” in this Quarterly Report on Form 10-Q for the period ended June 30, 2016 for a discussion of our internal controls over financial reporting.

Non-GAAP Financial Measures

The Company uses total segment earnings before interest and taxes (“Total Segment EBIT”) to evaluate the Company’s operating performance. Total Segment EBIT is the aggregate of each of our five reportable segments’ earnings before interest and taxes. Total Segment EBIT is a non-GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly comparable GAAP financial measure. The Company’s management believes Total Segment EBIT is a useful measure of its reportable segments’ operating profitability, since the measure allows for an evaluation of segment performance without regard to its financing methods or capital structure. For this reason, operating performance measures such as Total Segment EBIT are widely used by analysts and investors in the Company’s industries. Total Segment EBIT is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to net income or any other measure of consolidated operating results under U.S. GAAP.

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Business Overview

Agribusiness — Improved Agribusiness segment EBIT in the second quarter of 2016 was primarily due to improved performance in Grains, which benefitted from strong growth in destination volumes and solid risk management. Increased margins and volumes in our South American ports & services operations also contributed to the higher results. Grain origination in Brazil was an important contributor to the second quarter of 2016; however, results were lower when compared to the second quarter of 2015 due to slower farmer selling from the combination of market volatility and smaller than expected crops. Origination margins in both Argentina and the United States remained soft. In Oilseeds, strong soybean meal and soybean oil demand supported soy crush margins in Brazil and the United States, but were offset by lower results in Argentina crushing and weaker results in oilseed trading & merchandising activities. Canadian and European soft seed results remained weak, but the outlook for new crop margins improved. In the second quarter of 2016 Agribusiness segment EBIT included approximately $40 million of mark-to-market hedging gains related to oilseed processing, which are expected to largely reverse in the third quarter of 2016 when the contracts are executed. Results in the quarter included a $12 million pre-tax impairment charge related to the remaining unamortized carrying value of certain patents. Results in the second quarter of 2015 included a $30 million pre-tax reversal of an export tax contingency in Argentina.

Edible oil products — Edible oil products segment EBIT for the second quarter of 2016 included a reversal of an approximate $12 million mark-to-market gain which benefitted the first quarter of 2016. Higher earnings in the second quarter of 2016 reflected improved performances in Asia, Canada and Europe. Margins were higher in both India and China, and in Canada we benefitted from strong volume growth in both food service and food processor markets. While results were higher in Europe, the combination of depressed economies and soft consumer demand in parts of Eastern Europe continued to weigh on performance. Volumes in Brazil were strong and have returned to pre-economic crisis levels, but margins remained weak with excess supply of domestic soybean oil from the peak crushing period pressuring retail margins. Results in the U.S. were down from last year as an improvement in packaging was more than offset by weaker refining margins. The second quarter of 2015 included a $15 million restructuring charge.

Milling products — Milling products EBIT in the second quarter of 2016 were higher in all regions compared to the same period last year. In Brazil, volumes benefitted from the contribution of our Moinho Pacifico mill and market share gains. Higher margins were driven by favorable raw material sourcing strategies and improved product mix. In Mexico, higher margins were due to improved sales mix and ongoing improvement initiatives. U.S. corn milling saw higher volumes and reduced industrial costs driven by cost initiatives, which more than offset lower margins. Results in rice milling were similar to the prior year.

Sugar and Bioenergy —Sugar and Bioenergy segment EBIT in the second quarter of 2016 was higher than the same period in 2015 primarily driven by our sugarcane milling operation which benefitted from higher sugar and ethanol prices. Crushing volumes were down from last year due to wet weather; however, this was offset in part by slightly improved total recoverable sugar (“ATR”) yields. The second quarter is the seasonal low point for ATR yields, when mills produce less sugar and ethanol per unit of sugarcane milled than they will in the second half of the year. Trading & distribution activities in the second quarter of 2016 was comparable with the same period last year, and results in our biofuel joint ventures were down primarily due to higher raw material costs in Argentina. Results in the second quarter of 2016 were impacted by a $6 million loss from our renewable oils joint venture.

Fertilizer — Higher Fertilizer segment EBIT in the second quarter of 2016 compared to the same period in 2015 was driven by improved performance in our Brazilian port operation, which benefitted from higher import volumes. In our Argentine fertilizer business, which is still in the slow season, lower margins more than offset higher volumes.

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

Net Income (Loss) Attributable to Bunge - For the quarter ended June 30, 2016, net income attributable to Bunge increased by $35 million to $121 million from $86 million in the quarter ended June 30, 2015. This improvement resulted primarily from an increase in Total Segment EBIT of $38 million. Milling Products Segment EBIT improved $13 million mostly driven by increased gross profit in Brazil from stronger demand in flour from the food service segment and gross profit improvement in Mexico as well as the impact of the prior year negative impact of $4 million in mark-to-market losses. Sugar and Bioenergy Segment EBIT improved $12 million mostly driven by an improvement in foreign exchange results and lower SG&A expenses which more than offset the lower results in certain equity investments. Edible oil products Segment EBIT improved $8 million primarily due to a prior year impairment charge related to the closing of an oil processing facility in the United States, lower SG&A expenses as a result of a weakened Brazilian real when converted to U.S dollars and lower overall marketing expenses. These increases were partially offset by approximately $12 million in mark-to-market losses recorded in the second quarter to reverse unrealized mark-to-market gains from the first quarter of 2016. Income tax expenses decreased $6 million due to certain discrete items in the quarter. The improved Total Segment EBIT and lower income tax expense were partially offset by higher discontinued operations losses.

Income Tax Expense — In the quarter ended June 30, 2016, income tax expense was $39 million compared to $45 million in the quarter ended June 30, 2015. The effective tax rate in the second quarter was 24% compared to 33% in the second quarter of 2015. The lower tax rate in 2016 was primarily due to a discrete income tax benefit of $11 million recorded for refund claims filed in Europe along with a favorable earnings mix. Excluding the effect of the discrete item noted above and certain other discrete items, the effective tax rate in the second quarter was 29%.

Segment Results-Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

A summary of certain items in our condensed consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.

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	Three Months Ended
	June 30,
(US$ in millions, except volumes)	2016			2015
Volumes (in thousands of metric tons):
Agribusiness	33,944			32,802
Edible oil products	1,742			1,668
Milling products	1,136			992
Sugar and Bioenergy	2,116			2,780
Fertilizer	249			216

Net sales:
Agribusiness	$	7,524		$	7,744
Edible oil products	1,705			1,667
Milling products	422			409
Sugar and Bioenergy	809			881
Fertilizer	81			81
Total	$	10,541		$	10,782

Cost of goods sold:
Agribusiness	$	(7,181	)	$	(7,384	)
Edible oil products	(1,618		)	(1,582		)
Milling products	(354		)	(352		)
Sugar and Bioenergy	(784		)	(856		)
Fertilizer	(74		)	(73		)
Total	$	(10,011	)	$	(10,247	)

Gross profit:
Agribusiness	$	343		$	360
Edible oil products	87			85
Milling products	68			57
Sugar and Bioenergy	25			25
Fertilizer	7			8
Total	$	530		$	535

Selling, general and administrative expenses:
Agribusiness	$	(160	)	$	(201	)
Edible oil products	(82		)	(89		)
Milling products	(32		)	(34		)
Sugar and Bioenergy	(24		)	(30		)
Fertilizer	(5		)	(7		)
Total	$	(303	)	$	(361	)

Foreign exchange gains (losses):
Agribusiness	$	(4	)	$	26
Edible oil products	(1		)	(1		)
Milling products	(4		)	(2		)
Sugar and Bioenergy	3			(7		)
Fertilizer	—			—
Total	$	(6	)	$	16

Noncontrolling interest:
Agribusiness	$	(2	)	$	(13	)
Edible oil products	(1		)	(1		)
Milling products	—			—
Sugar and Bioenergy	—			—
Fertilizer	—			—
Total	$	(3	)	$	(14	)

Other income (expense) - net:
Agribusiness	$	(9	)	$	(8	)
Edible oil products	—			—
Milling products	—			(1		)
Sugar and Bioenergy	(4		)	—
Fertilizer	—			—
Total	$	(13	)	$	(9	)

Segment EBIT: (1)
Agribusiness	$	168		$	164
Edible oil products	2			(6		)
Milling products	33			20
Sugar and Bioenergy	—			(12		)
Fertilizer	2			1
Total	$	205		$	167


Depreciation, depletion and amortization:
Agribusiness	$	(59	)	$	(57	)
Edible oil products	(23		)	(21		)
Milling products	(17		)	(12		)
Sugar and Bioenergy	(39		)	(53		)
Fertilizer	(3		)	(4		)
Total	$	(141	)	$	(147	)

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(1) We refer to our earnings before interest and taxes for each of our reportable segments as “Segment EBIT”. Total Segment EBIT is a non-GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Non-GAAP Financial Measures”.

A reconciliation of Total Segment EBIT to net income (loss) attributable to Bunge follows:

	Three Months Ended
	June 30,
(US$ in millions)	2016			2015
Total Segment EBIT	$	205		$	167
Interest income	14			13
Interest expense	(59		)	(57		)
Income tax (expense) benefit	(39		)	(45		)
Income (loss) from discontinued operations, net of tax	(4		)	1
Noncontrolling interest share of interest and tax	4			7
Net income (loss) attributable to Bunge	$	121		$	86

Agribusiness Segment - Agribusiness segment net sales decreased by 3% to $7.5 billion in the second quarter of 2016, compared to $7.7 billion in the second quarter of 2015. The decrease was primarily due to lower sales in our oilseeds processing and trading and distribution businesses. In oilseeds processing, lower sales were driven primarily by reduced volumes in Asia-Pacific due to weaker crush margins, also sales declined in Argentina from excessive rains that delayed the flow of seeds to our crushing facilities and our ability to ship products to customers. In trading and distribution, sales were lower primarily due to a weak supply of palm which drove reductions in sales of palm oil partially offset by increased grains trading and distribution sales. The decrease was partially offset by an increase in overall volumes primarily in our trading and distribution activities and higher average commodity prices in soybeans, soybean meal and corn which increased 10%, 13% and 7%, respectively. Average wheat prices included a 7% decrease and average soybean oil prices were essentially flat.

Cost of goods sold decreased by 3% in line with the reductions in sales noted above. In addition, lower industrial costs due to the relative weakening of the Brazilian real and Argentine pes o to the U.S. dollar, which more than offset local inflation, contributed to lower cost of goods sold in the second quarter of 2016.

Gross profit decreased to $343 million in the second quarter of 2016, from $360 million in the second quarter of 2015. This decrease was primarily driven by lower results in oilseed processing and grain origination. In oilseed processing, Canada canola processing results declined due to lower margins and in Argentina results declined due to weather conditions noted above. This was partially offset by improved soy processing results in the United States, Spain and the Ukraine where we initiated production in our new sunseed crushing facility in Nikolayev. Also, in the second quarter of 2016, we realized approximately $40 million of mark-to-market hedging gains related to oilseed processing. In grain origination, results in Brazil declined from a strong performance in the same period last year due to increased farmer selling as a result of a weakening Brazilian real . Trading and distribution results were in line with the same period in the prior year with improved performance in grains trading and distribution due to higher volumes and contributions from risk management, offset by weaker oilseeds trading and distribution and ocean freight results. Included in the second quarter of 2015 was a $30 million reversal of an export tax contingency in Argentina.

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SG&A expenses were $160 million in the second quarter of 2016, 20% lower than the $201 million in the same period last year. This reduction was primarily driven by lower personnel costs and the weakening of most global currencies relative to the U.S. dollar, partly offset by increases in expenses in local currency costs due to inflation.

Foreign exchange results in the second quarter of 2016 were losses of $4 million, compared to gains of $26 million in the second quarter of 2015. These results relate primarily to foreign currency hedges.

Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are consolidated in our financial statements. Noncontrolling interests were income of $2 million in the second quarter of 2016 compared to income of $13 million in the comparable period last year. The reduced 2016 income was primarily driven by our oilseed processing activities in Asia-Pacific.

Other income (expense)-net was expense of $9 million in the second quarter of 2016, primarily resulting from an impairment charge of $12 million on intangible assets related to certain patents of intellectual property. Other income (expense)-net in the second quarter of 2015 was also an expense of $8 million, primarily resulting from losses in an unconsolidated logistics venture in Brazil.

Segment EBIT increased by $4 million to $168 million in the second quarter of 2016 from $164 million in the second quarter of 2015. This increase was primarily driven by lower SG&A expenses mostly due to the relative weakening of the Brazilian real and Argentine pes o to the U.S. dollar and lower personnel costs and reduced noncontrolling interests, partially offset by the lower gross profit and foreign exchange losses.

Edible Oil Products Segment - Edible oil products segment net sales increased by 2% in the second quarter of 2016 compared to the same period last year resulting primarily from an increase in volumes of 4% and local currency price increases implemented in Brazil, partially offset by a price decrease due to the relative weakening of the Brazilian real when translated into U.S. dollars. The volume increases were driven by increased demand of our packaged oil products in Europe, primarily in Spain due to higher discounts and promotions in a highly competitive market, increased volumes in packaged oils and margarines in Brazil and increased volumes in refined oil in Canada.

Cost of goods sold in the second quarter of 2016 increased 2% from the same period of 2015, primarily due to the increase in volumes as noted above in net sales partially offset by the relative weakening of certain global currencies when translated into U.S. dollars and by cost benefits from our performance improvement programs . In addition, cost of goods sold in the second quarter of 2015 included $15 million for impairment charges related to the closure of an oil packaging facility in the United States.

Gross profit in the second quarter of 2016 increased to $87 million compared to $85 million for the second quarter of 2015. The increase was primarily driven by the $15 million impairment charge in 2015 noted above, improved margins in India and China, and in Canada where we had improved volume growth in both food service and food processor markets, and local currency price increases implemented in Brazil. These increases were partially offset by the negative impact from the weaker Brazilian real on the translation of local currency gross profit into U.S. dollars. The second quarter of 2016 included approximately $12 million of mark-to-market losses which reversed from the unrealized gains recorded in the first quarter of 2016.

SG&A expenses decreased by 8% to $82 million in the second quarter of 2016 compared with $89 million in the same period a year ago. This decrease was primarily due to the relative weakening of the Brazilian real , impacting local currency costs translated into U.S. dollars, and was partially offset by increases in local currency costs in Brazil due to inflation and lower marketing expenses.

Segment EBIT improved by $8 million to a gain of $2 million for the second quarter of 2016 from a loss of $6 million in the second quarter of 2015. The improvement was primarily due to a $15 million impairment charge related to the closure of an oil packaging facility in the United States in 2015 and lower SG&A expenses. These improvements were partially offset by the $12 million mark-to-market losses noted above in 2016.

Milling Products Segment - Milling products segment net sales were $422 million in the second quarter of 2016, 3% above the same period of 2015. The increase in sales was driven by higher volumes, partially offset by

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lower selling prices for flour due to the reduction in raw material costs of wheat. Volumes also increased from our acquisition of Moinho Pacifico in Brazil, which occurred in the fourth quarter of 2015.

Cost of goods sold slightly increased by 1% to $354 million for the second quarter of 2016 from $352 million in the second quarter of 2015, primarily due to the increase in volumes. This volume increase was partially offset by lower commodity prices in wheat, our primary raw material, and the foreign exchange effects on local currency industrial costs in Brazil and Mexico which when translated into a stronger U.S. dollar reduced cost of goods sold.

Gross profit increased by 19% to $68 million in the second quarter of 2016, from $57 million in the second quarter of 2015 primarily due to stronger demand in wheat milling products in the food service segment in Brazil. Additionally, gross profit improved i n Mexico due to the prior year being negatively impacted by $4 million of mark-to-market losses on hedges of wheat inventories and an improvement in corn milling results in the U.S.

SG&A expenses decreased by 6% to $32 million during the second quarter of 2016, mainly from the positive impact of the weaker Brazilian real on the translation of local currency expenses to U.S. dollars , partially offset by increased SG&A expenses due to the Moinho Pacifico acquisition .

Segment EBIT increased to $33 million in the second quarter of 2016, from $20 million last year, primarily as a result of improved gross profit in Brazil from stronger demand of wheat products in the food services segment and gross profit improvement in Mexico as the prior year was negatively impacted by $4 million mark-to-market losses on hedges of wheat inventories. SG&A was also lower due to the currency effects noted above.

Sugar and Bioenergy Segment - Sugar and Bioenergy segment net sales decreased by $72 million to $809 million in the second quarter of 2016 compared to $881 million in the second quarter last year. The decrease in sales of 8% was primarily driven by a 24% decline in volumes partially offset by an increase in sugar and ethanol prices. On average, the futures price of raw sugar was 37% higher in the second quarter of 2016, compared to the same period in 2015. The decline in volumes was mostly related to lower net sales of sugar in our global trading and merchandising activities, primarily due to reduced demand from higher sugar prices.

Cost of goods sold decreased 8% in the second quarter of 2016 compared to the same period of 2015, which was in line with the decline in net sales noted above, and also included reduced industrial costs from cost-cutting initiatives and the foreign exchange effects on local currency industrial costs in Brazil due to a weaker Brazilian real relative to the U.S. dollar.

Gross profit remained flat at $25 million in the second quarter of 2016 compared to the same period last year. A decline in gross profit from the reduced volumes was fully offset by improved results in our industrial operations resulting from cost-cutting initiatives.

SG&A expenses decreased by 20% to $24 million in the second quarter of 2016 from $30 million in the comparable period of 2015, primarily due to the relative weakening of the Brazilian real , impacting local currency costs translated into U.S. dollars, partially offset by increases in local currency costs in Brazil due to local inflationary increases.

Foreign exchange results in the second quarter of 2016 were a gain of $3 million compared to losses of $7 million in the same period of 2015. These results relate primarily to foreign currency hedges.

Other income (expense)-net was expense of $4 million in the second quarter of 2016 compared to nil in the second quarter of 2015. Results in our North American ethanol investment were lower as the decrease in global oil prices resulted in lower ethanol gross profit. Results also decreased in our corn wet-milling joint venture in Argentina. Partially offsetting the decreases, results improved in our joint venture for the production of renewable oils in Brazil.

Segment EBIT improved to break even in the second quarter of 2016 from a loss of $12 million in the second quarter of 2015. The improvement in foreign exchange results and lower SG&A expenses more than offset lower results in certain equity investments.

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Fertilizer Segment - Fertilizer segment net sales of $81 million in the second quarter of 2016 were flat compared to the second quarter of 2015. Increased volumes primarily due to higher fertilizer usage in Argentina were fully offset by a decrease in global nitrogen, phosphate and single superphosphate prices.

Cost of goods sold increased by $1 million in the second quarter of 2016 to $74 million, compared to $73 million in the same period a year ago primarily driven by higher industrial costs.

Gross profit decreased by $1 million to $7 million in the second quarter of 2016, from $8 million in the comparable period of 2015. The decrease was primarily driven by lower gross profit in Argentina resulting from the decrease in fertilizer unit margins, partially offset by higher volumes in Argentina.

SG&A expenses were $5 million in the second quarter of 2016, compared to $7 million in the comparable period of 2015, mainly resulting from a legal provision in Argentina in 2015.

Segment EBIT slightly improved to $2 million in the second quarter of 2016, from $1 million in the same period in 2015, primarily as a result of lower SG&A expenses, partially offset by lower gross profit in Argentina.

Interest - A summary of consolidated interest income and expense for the periods indicated follows:

	Three Months Ended
	June 30,
(US$ in millions)	2016			2015
Interest income	$	14		$	13
Interest expense	(59		)	(57		)

Interest income and interest expense remained relatively unchanged between 2016 and 2015.

Discontinued Operations - Discontinued operations results for the second quarter of 2016 were a loss of $4 million, net of tax, compared to income of $1 million, net of tax, in the second quarter of 2015. Results declined in 2016 primarily driven by foreign exchange losses in the discontinued Brazilian fertilizer retail business.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Net Income (Loss) Attributable to Bunge - For the six months ended June 30, 2016, net income attributable to Bunge increased by $7 million to $356 million from $349 million in the six months ended June 30, 2015. Total Segment EBIT declined $13 million primarily due to lower Agribusiness Segment EBIT of $44 million mostly driven by lower gross profit in oilseeds processing in North America and grain origination in Brazil partially offset by improved trading and distribution activities and lower SG&A expenses due to the reduced translation of certain foreign local currency costs into U.S. dollar. Partially offsetting the Agribusiness Segment EBIT results, Sugar and Bioenergy Segment EBIT improved $21 million mostly due to an improvement in foreign exchange results and lower SG&A expenses which more than offset the decline in gross profit and lower results in certain equity investments. Fertilizer Segment EBIT results also improved $9 million, primarily driven by an improved gross profit mostly driven by higher volumes in Argentina and a challenging 2015 due to a strike in one of our plants and lower SG&A expenses. Income tax expenses decreased $57 million due to the effect of reduced income before income taxes and certain discrete items totaling $39 million. Discontinued operations declined $28 million mostly from foreign exchange losses in 2016 compared to foreign exchange gains and reduced recoveries of bad debt expenses in 2016 compared to last year.

Income Tax Expense — In the six months ended June 30, 2016, income tax expense was $73 million compared to income tax expense of $130 million in the six months ended June 30, 2015. The effective tax rate for the six months ended June 30, 2016 decreased to 17% compared to 28% in the six months ended June 30, 2015. The lower tax rate in 2016 was primarily due to certain discrete items including an income tax benefit of $60 million recorded for a change in estimate resulting from a tax election in North America, an income tax benefit of $11 million recorded for refund claims filed in Europe, and an income tax charge of $32 million recorded for an uncertain tax position related to Asia. Excluding the effect of the three discrete items noted above and certain other discrete items, the effective tax rate for the six months ended June 30, 2015 was 28%.

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Segment Results-Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

A summary of certain items in our condensed consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.

	Six Months Ended
	June 30,
(US$ in millions, except volumes)	2016			2015
Volumes (in thousands of metric tons):
Agribusiness	66,697			64,046
Edible oil products	3,344			3,273
Milling products	2,242			2,072
Sugar and Bioenergy	4,039			4,996
Fertilizer	415			333

Net sales:
Agribusiness	$	13,807		$	15,655
Edible oil products	3,231			3,315
Milling products	813			855
Sugar and Bioenergy	1,467			1,628
Fertilizer	139			135
Total	$	19,457		$	21,588

Cost of goods sold:
Agribusiness	$	(13,034	)	$	(14,789	)
Edible oil products	(3,032		)	(3,116		)
Milling products	(690		)	(728		)
Sugar and Bioenergy	(1,426		)	(1,582		)
Fertilizer	(125		)	(128		)
Total	$	(18,307	)	$	(20,343	)

Gross profit:
Agribusiness	$	773		$	866
Edible oil products	199			199
Milling products	123			127
Sugar and Bioenergy	41			46
Fertilizer	14			7
Total	$	1,150		$	1,245

Selling, general and administrative expenses:
Agribusiness	$	(337	)	$	(385	)
Edible oil products	(161		)	(170		)
Milling products	(61		)	(65		)
Sugar and Bioenergy	(49		)	(60		)
Fertilizer	(9		)	(12		)
Total	$	(617	)	$	(692	)

Foreign exchange gains (losses):
Agribusiness	$	20		$	24
Edible oil products	(2		)	4
Milling products	(5		)	(4		)
Sugar and Bioenergy	3			(15		)
Fertilizer	(1		)	—
Total	$	15		$	9

Noncontrolling interest:
Agribusiness	$	—		$	(11	)
Edible oil products	(3		)	(3		)
Milling products	—			—
Sugar and Bioenergy	—			—
Fertilizer	—			—
Total	$	(3	)	$	(14	)

Other income (expense) - net:
Agribusiness	$	(6	)	$	—
Edible oil products	(1		)	—
Milling products	(2		)	(2		)
Sugar and Bioenergy	(9		)	(6		)
Fertilizer	—			—
Total	$	(18	)	$	(8	)

Segment EBIT: (1)
Agribusiness	$	450		$	494
Edible oil products	32			30
Milling products	55			56
Sugar and Bioenergy	(14		)	(35		)
Fertilizer	4			(5		)
Total	$	527		$	540

Depreciation, depletion and amortization:
Agribusiness	$	(114	)	$	(115	)
Edible oil products	(45		)	(43		)
Milling products	(31		)	(23		)
Sugar and Bioenergy	(58		)	(78		)
Fertilizer	(6		)	(8		)
Total	$	(254	)	$	(267	)

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A reconciliation of Total Segment EBIT to net income (loss) attributable to Bunge follows:

	Six Months Ended
	June 30,
(US$ in millions)	2016			2015
Total Segment EBIT	$	527		$	540
Interest income	24			24
Interest expense	(116		)	(110		)
Income tax (expense) benefit	(73		)	(130		)
Income (loss) from discontinued operations, net of tax	(13		)	15
Noncontrolling interest share of interest and tax	7			10
Net income (loss) attributable to Bunge	$	356		$	349

Agribusiness Segment - Agribusiness segment net sales of $13.8 billion in the six months ended June 30, 2016 were down 12% from $15.7 billion in the six months ended June 30, 2015. The decrease was primarily due to lower sales in our oilseeds processing and trading and distribution businesses. For the six months ended June 30, 2016, average global commodity prices were essentially unchanged except for soybean meal which declined 4% and

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wheat which declined 9%. Volumes increased primarily in our grains origination activities particularly in the earlier part of the year in South America; however this was offset by lower global commodity prices during the first quarter of 2016, and our grains trading and distribution activities mostly in the Black Sea region and Middle East. In our oilseed processing business, lower sales were driven primarily by reduced volumes in Asia-Pacific due to weaker crush margins, a challenged North American export demand market in the first quarter of 2016 for soybean meal which improved in the second quarter of 2016 and weaker sales in canola due to industry overcapacity issues, and weaker European crush margins in the soybean complex and softseeds. In trading and distribution, net sales were lower primarily due to a weak supply of palm which drove reductions in net sales of palm oil partially offset by increased grains net sales in the Black Sea region and the Middle East.

Cost of goods sold decreased by 12% to $13.0 billion in the six months ended June 30, 2016 from $14.8 billion last year in line with the reductions in sales noted above. In addition, lower industrial costs due to the relative weakening of the Brazilian real and Argentine pes o to the U.S. dollar contributed to lower cost of goods sold in the six months ended June 30, 2016 when compared to the same period last year.

Gross profit decreased by $93 million, to $773 million in the six months ended June 30, 2016, compared to $866 million in the same period a year ago primarily driven by lower results in oilseed processing and grain origination, partially offset by higher results in our trading and distribution businesses. In oilseed processing, soy and canola processing results in North America declined from a strong performance in the same period in 2015 due to lower crush margins. Additionally, softseeds processing results in Europe declined due to the weaker margin environment. Also for the six months ended June 30, 2016, we realized approximately $40 million of mark-to-market hedging gains related to oilseed processing. In grain origination, results in Brazil declined from a strong performance in the same period last year primarily due to slower farmer selling and increased competition. In trading and distribution, results benefitted from higher gross profit in Central America and the Middle East and improved port logistics results, which benefited from increased South American exports. Included in the six months ended June 30, 2015, was a $30 million reversal of an export tax contingency in Argentina.

SG&A expenses were $337 million in the six months ended June 30, 2016, 12% lower than the $385 million in the six months ended June 30, 2015. This reduction was primarily driven by the weakening of most global currencies relative to the U.S. dollar and lower personnel costs, partly offset by increases in expenses in local currency costs due to inflation.

Other income (expense)-net was expense of $6 million and nil for the six months ended June 30, 2016 and June 30, 2015, respectively. Other income (expense) -net in 2016 included an impairment charge of $12 million on intangible assets related to certain patents of intellectual property partially offset by income in an unconsolidated logistics venture in Brazil and a palm oil plantation joint venture in Indonesia.

Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are consolidated in our financial statements. Noncontrolling interests were nil in the six months ended Jun 30, 2016 compared to income of $11 million in the comparable period last year. The decrease in income was primarily driven by weaker performance in our European and Asia-Pacific oilseed processing activities and our port operations in the northwest of the U.S.

Segment EBIT decreased to $450 million in the six months ended June 30, 2016 from $494 million in the six months ended June 30, 2015. This decrease was primarily driven by lower gross profit in oilseeds processing in North America and grain origination in Brazil partially offset by improved gross profit in trading and distribution activities in the Middle East and Central America and lower SG&A expenses as a result of decreased costs when converting local currency costs into U.S. dollars as a result of the weakening of most global currencies relative to the U.S. dollar.

Edible Oil Products Segment - Edible oil products segment net sales decreased by 3% to $3.2 billion in the six months ended June 30, 2016, from $3.3 billion in the same period last year, primarily resulting from a price decrease due to the relative weakening of the Brazilian real , Ukrainian hryvnia and certain other global currencies , when translated into U.S. dollars, partially offset by an increase in volumes of 2% and local currency price increases implemented in Brazil. The net increase in volumes was driven by increased demand of our packaged oil products in Brazil as volumes increased in packaged oil and margarine products, in Spain due to higher discounts and promotions in a highly competitive market and in refined oil in Canada. Partially offsetting the volume increases mentioned above, i n Germany and Poland volumes declined in margarine due to a loss of market share to butter.

Cost of goods sold decreased 3% for the six months of 2016 to $3.0 billion from $3.1 billion in the same period in 2015. The decrease was primarily due to the relative weakening of certain global currencies when

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translated into U.S. dollars, cost benefits from our production efficiency programs and the inclusion of a $15 million impairment charge related to the closure of an oil packaging facility in the United States in 2015.

Gross profit remained flat at $199 million in the six months ended June 30, 2016 compared to the same period last year. The gross profit improvement, resulting from the volume increase and prior year $15 million impairment charge noted above, was offset by the impact of the relative weakening of certain global currencies when translated into U.S. dollars. In addition, weaker gross profit in our European operations, particularly driven by soft demand in Russia and Ukraine were partially offset by improved gross profit in North America due to sales mix and supply chain efficiency programs.

SG&A expenses decreased by 5% to $161 million in the first six months of 2016 compared with $170 million in the same period a year ago, primarily as a result of translation effects of weakening currencies in South America and Europe relative to the U.S. dollar, lower marketing expenses and savings from cost-cutting initiatives.

Foreign exchange results in the first six months of 2016 were losses of $2 million, compared to gains of $4 million in the same period of 2015. These results relate primarily to foreign currency hedges.

Segment EBIT increased to $32 million for the six months ended June 30, 2016, from $30 million in the same period a year ago as lower SG&A expenses from the translation benefits of a global devaluation of most currencies relative to the U.S. dollar was only partially offset by an increase in the foreign currency exchange losses.

Milling Products Segment — Milling products segment net sales decreased by 5% to $813 million in the six months ended June 30, 2016 from $855 million in the same period last year. The decrease was primarily from the relative weakening of the Brazilian real and Mexican peso, when translated into U.S. dollars and lower selling prices for flour due to lower raw material commodity prices in wheat. Partly offsetting these decreases was an increase in volumes in rice and corn milling in the United States and increased net sales from our acquisition of Moinho Pacifico in Brazil, which occurred in the fourth quarter of 2015.

Cost of goods sold decreased by 5% to $690 million for the six months ended June 30, 2016 from $728 million in the six months ended June 30, 2015 , resulting from lower commodity prices in wheat and the foreign exchange effects on local currency industrial costs in Brazil and Mexico which when translated into the appreciating U.S. dollar reduced cost of goods sold and lower energy prices in the United States. These decreases were partially offset by an increase in volumes mentioned above.

Gross profit decreased to $123 million in the first six months of 2016, from $127 million in the same period a year ago, primarily due to lower gross profit in Brazil from weaker food services and retail channel demand in the first quarter of 2016 and the impact of the Brazilian real translation into U.S. dollars. Partly offsetting these decreases was a gross profit improvement i n Mexico, improved corn milling results in the United States and the gross profit added from our acquisition of Moinho Pacifico in Brazil, which closed in the fourth quarter of 2015.

SG&A expenses decreased to $61 million for the six months ended June 30, 2016, from $65 million a year ago, mainly resulting from the translation benefit of the weaker Brazilian real and Mexican peso on the translation of local currency expenses to U.S. dollars, partially offset by increased SG&A expenses due to the Moinho Pacifico acquisition.

Segment EBIT slightly decreased to $55 million in the six months ended June 30, 2016, from $56 million in the same period last year, primarily as a result of lower gross profit in Brazil, partially offset by lower SG&A expenses due to the translation effects of the Brazilian real and Mexican peso into U.S. dollars.

Sugar and Bioenergy Segment - Sugar and Bioenergy segment net sales were $1.5 billion in the six months ended June 30, 2016, compared to $1.6 billion in the six months ended June 30, 2015. The decrease in net sales was primarily driven by a 19% decline in volumes, partially offset by an increase in sugar and ethanol prices. On average, the futures prices of raw sugar was 19% higher in the first half of 2016, compared to the same period in 2015. The decline in volumes was mostly related to lower sugar and ethanol sales in our industrial business, primarily due to our commercial decision to carry less inventory into 2016 than we did in the previous year and reduced demand as sugar prices were higher. Volumes were also lower in our trading and merchandising businesses.

Cost of goods sold decreased to $1.4 billion for the first six months of 2016, compared to $1.6 billion for the same period last year, primarily due to the decline in volumes and partially offset by the increase in average raw

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sugar futures prices noted above, and also included reduced industrial costs from cost-cutting initiatives and the foreign exchange effects on local currency industrial costs in Brazil, which when translated into the appreciating U.S. dollar reduced cost of goods sold.

Gross profit decreased to $41 million in the six months ended June 30, 2016 from $46 million in the same period a year ago, primarily driven by the decline in volumes i n our industrial business and the relative weakening of the Brazilian real , against the U.S. dollar, which negatively impacted gross profit. Partially offsetting the above were improved results in our trading and distribution business, primarily due to increased white sugar sales, improved raw sugar margins and a strong margin environment in Asia. In our industrial business, lower industrial costs from cost-cutting initiatives also improved gross profit.

SG&A expenses were $49 million for the six months ended June 30, 2016, 18% lower compared to $60 million for the same period a year ago, driven by the relative weakening of the Brazilian real , impacting local currency costs translated into U.S. dollars, partially offset by increases in local currency costs in Brazil due to local inflationary increases.

Foreign exchange results in the six months ended June 30, 2016 were income of $3 million, compared to losses of $15 million in the same period a year ago. These results were related primarily to results on certain currency hedges.

Other income (expense) -net was expense of $9 million in the six months ended June 30, 2016 compared to $6 million of expenses for the same period in 2015. An increase in losses in our joint venture for the production of renewable oils in Brazil and reduced profits in our corn wet-milling joint venture in Argentina were the primary reasons for the increase in expenses.

Segment EBIT improved by $21 million to a loss of $14 million in the six months ended June 30, 2016 from a loss of $35 million in the six months ended June 30, 2015. The improvement in foreign exchange results and lower SG&A expenses more than offset the decline in gross profit.

Fertilizer Segment - Fertilizer segment net sales increased 3% to $139 million in the six months ended June 30, 2016 compared to $135 million in the six months ended June 30, 2015, primarily due to higher volumes in Argentina from higher fertilizer usage by farmers, as well as reduced volumes in the prior year due to a strike in 2015 in one of our plants. This was partially offset by a decrease in global nitrogen, phosphate and single superphosphate prices.

Cost of goods sold was $125 million for the six months ended June 30, 2016, compared to $128 million for the same period last year driven by lower industrial costs and lower costs from nitrogen than in 2015, as we were required to import higher cost material of nitrogen due to the 2015 strike. This was partially offset by an increase in volumes in 2016.

Gross profit increased to $14 million for the six months ended June 30, 2016 from $7 million in the comparable period of 2015. The improvement was primarily driven by higher volumes in Argentina and a challenging 2015 due to a strike in one of our plants.

SG&A expenses were $9 million for the first six months of 2016 compared with $12 million in the first six months of 2015. SG&A expenses were lower mainly resulting from a legal provision in Argentina in 2015.

Segment EBIT improved by $9 million to a gain of $4 million in the six months ended June 30, 2016 from a loss of $5 million in the same period a year ago, primarily driven by improved gross profit mostly due to higher volumes in Argentina, the strike in 2015 and lower SG&A expenses in 2016 from the prior year legal provision.

Interest - A summary of consolidated interest income and expense for the periods indicated follows:

	Six Months Ended
	June 30,
(US$ in millions)	2016			2015
Interest income	$	24		$	24
Interest expense	(116		)	(110		)

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Interest income and interest expense remained relatively unchanged between 2016 and 2015.

Discontinued Operations - Discontinued operations results for the six months ended June 30, 2016 were a loss of $13 million, net of tax, compared to income of $15 million, net of tax, in the six months ended June 30, 2015. Results declined in 2016 primarily driven by foreign exchange losses in the discontinued Brazilian fertilizer retail business while in the same period in 2015 there were foreign exchange gains and higher level of recoveries of bad debt expenses.

Liquidity and Capital Resources

Liquidity

Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, issuance of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans and proceeds from the issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.

Our current ratio, which is a widely used measure of liquidity and is defined as current assets divided by current liabilities, was 1.34 and 1.49 at June 30, 2016 and December 31, 2015, respectively.

Cash and Cash Equivalents - Cash and cash equivalents were $548 million and $411 million at June 30, 2016 and December 31, 2015, respectively. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity and deliver competitive returns subject to prevailing market conditions. Cash balances are invested in short term deposits with highly-rated financial institutions and in U.S. government securities.

Readily Marketable Inventories (“RMI”) - RMI are agricultural commodity inventories such as soybeans, soybean meal, soybean oil, corn, wheat and sugar that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms. RMI in our Agribusiness segment are reported at fair value and were $4,855 million and $3,393 million at June 30, 2016 and December 31, 2015, respectively. Of these amounts $3,881 million and $2,513 million were attributable to merchandising activities at June 30, 2016 and December 31, 2015, respectively. RMI at fair value in the aggregate amount of $78 million and $110 million at June 30, 2016 and December 31, 2015, respectively, were included in our Edible Oil Products segment inventories. The Sugar and Bioenergy segment included sugar RMI of $100 million and $163 million at June 30, 2016 and December 31, 2015, respectively, which can be attributed to our trading and merchandising business.

Financing Arrangements and Outstanding Indebtedness - We conduct most of our financing activities through a centralized financing structure that provides the company efficient access to debt and capital markets. This structure includes a master trust, the primary assets of which consist of intercompany loans made to Bunge Limited and its subsidiaries. Bunge Limited’s 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge Asset Funding Corp., fund the master trust with short and long-term debt obtained from third parties, including through our commercial paper program and certain credit facilities, as well as the issuance of senior notes. Borrowings by these finance subsidiaries carry full, unconditional guarantees by Bunge Limited.

Revolving Credit Facilities - At June 30, 2016, we had $5,015 million of aggregate committed borrowing capacity under our commercial paper program and various revolving bilateral and syndicated credit facilities, of which $3,423 million was unused and available. The following table summarizes these facilities as of the periods presented:

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		Total Committed
(US$ in millions)		Capacity		Borrowings Outstanding
Commercial Paper Program		June 30,		June 30,		December 31,
and Revolving Credit Facilities	Maturities	2016		2016		2015

Commercial paper	2019	$	600	$	450	$	—
Long-term revolving credit facilities (1)	2016-2019	4,415		1,142		752
Total		$	5,015	$	1,592	$	752

(1) Borrowings under the revolving credit facilities that have maturities greater than one year from the date of the condensed consolidated balance sheets are classified as long-term debt, consistent with the long-term maturity of the underlying facilities. However, individual borrowings under the revolving credit facilities are generally short-term in nature, bear interest at variable rates and can be repaid or renewed as each such individual borrowing matures.

On June 9, 2016, we completed the sale of €600 million (approximately $681 million) aggregate principal amount of 1.850% senior notes due 2023. The senior notes were issued by Bunge’s 100% owned finance subsidiary, Bunge Finance Europe, B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. The net proceeds of €597 million (approximately $677 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding indebtedness, which includes indebtedness under revolving credit facilities.

We had $100 million outstanding at June 30, 2016 in one facility under our three-year unsecured bilateral revolving credit facilities (the “Facilities”) totaling $700 million. On June 24, 2016 we refinanced one of these facilities in the amount of $200 million to mature in June 2019. The remaining $500 million of facilities will mature in November 2016. Borrowings under these Facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.55% per annum based on the credit ratings on our senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a commitment fee payable at a rate ranging from 0.20% to 0.25%.

We had $752 million of borrowings outstanding at June 30, 2016 under our $1,750 million unsecured syndicated revolving credit facility (the ‘‘Facility’’) with certain lenders party thereto maturing August 10, 2018. We have the option to request an extension of the maturity date of the Facility for two additional one-year periods. Each lender in its sole discretion may agree to any such request. Borrowings under the Facility bears interest at LIBOR plus a margin, which will vary from 0.35% to 1.35% per annum, based on the credit ratings of our senior long-term unsecured debt. We also pay a fee that varies from 0.10% to 0.40% per annum, based on the utilization of the Facility. Amounts under the Facility that remain undrawn are subject to a commitment fee payable quarterly in arrears at a rate of 35% of the margin specified above, which varies based on the rating level at each quarterly payment date. We may, from time-to-time, with the consent of the facility agent, request one or more of the existing lenders or new lenders to increase the total commitments under the Facility by up to $250 million pursuant to an accordion provision.

We had $290 million of borrowings outstanding at June 30, 2016 under our $865 million five-year unsecured syndicated revolving credit agreement with CoBank, ACB, (the ‘‘CoBank Facility’’) as the administrative agent and certain lender party thereto, maturing May 30, 2018. Borrowings under the CoBank Facility bear interest at LIBOR plus a margin, which will vary between 1.050% and 1.675% per annum based on the credit ratings of our long-term senior unsecured debt. Amounts under the CoBank Facility that remain undrawn are subject to a commitment fee ranging from 0.125% to 0.275% per annum based on the ratings of our long-term senior unsecured debt.

We had no borrowings outstanding at June 30, 2016 under our $1,100 million five-year unsecured syndicated revolving credit agreement (the ‘‘Credit Agreement’’) with certain lenders party thereto, maturing November 20, 2019. Borrowings under the Credit Agreement bear interest at LIBOR plus a margin, which will vary from 1.00% to 1.75% per annum based on the credit ratings of our senior long-term unsecured debt (‘‘Rating Level’’). Amounts under the Credit Agreement that remain undrawn are subject to a commitment fee ranging from 0.10% to 0.25%, varying based on the Rating Level.

Our commercial paper program is supported by committed back-up bank credit lines (the ‘‘Liquidity Facility’’) equal to the amount of the commercial paper program provided by lending institutions that are required to be rated at least A-1 by Standard & Poor’s and P-1 by Moody’s Investor Services. The cost of borrowing under the Liquidity Facility would typically be higher than the cost of issuance under our commercial paper program. At June 30, 2016, $450 million of borrowings were outstanding under the commercial paper program and no borrowings

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outstanding under the Liquidity Facility. The Liquidity Facility is our only revolving credit facility that requires lenders to maintain minimum credit ratings.

In addition to committed credit facilities, from time-to-time, we, through our financing subsidiaries, enter into bilateral short-term credit lines as necessary based on our financing requirements. As of June 30, 2016 and December 31, 2015, there were $300 million and nil, respectively, outstanding borrowings under these bilateral short-term credit lines.

Short and long-term debt - Our short and long-term debt increased by $1,537 million at June 30, 2016 from December 31, 2015, primarily due to funding of additional working capital financing requirements and the repurchase of common shares for $200 million. For the six month period ended at June 30, 2016, our average short and long-term debt outstanding was approximately $5,050 million compared to approximately $4,264 million for the six months ended at June 30, 2015. Our long-term debt balance was $4,351 million at June 30, 2016 compared to $3,795 million at December 31, 2015. The following table summarizes our short-term debt at June 30, 2016.

			Weighted						Weighted
			Average		Highest				Average
			Interest		Balance		Average		Interest
	Outstanding		Rate at		Outstanding		Balance		Rate
	Balance at		Quarter		During		During		During
(US$ in millions)	Quarter End		End (1)		Quarter (1)		Quarter (1)		Quarter (1)
Bank borrowings	$	1,179	3.41	%	$	1,179	$	891	5.01	%
Commercial paper	450		0.68	%	550		362		0.67	%

Total	$	1,629	2.66	%	$	1,729	$	1,253	3.75	%

(1) Based on monthly balances.

The following table summarizes our short and long-term indebtedness:

	June 30,			December 31,
(US$ in millions)	2016			2015
Short-term debt: (1)
Short-term debt, including consolidated investment fund debt in 2015 (2)	$	1,629		$	648
Current portion of long-term debt	963			869
Total short-term debt	2,592			1,517
Long-term debt (3):
Bilateral revolving credit facilities expiry 2016	100			300
Revolving credit facilities expiry 2018	1,042			452
Term loan due 2019 - three-month Yen LIBOR plus 0.75% (Tranche A)	277			237
Term loan due 2019 - fixed Yen interest rate of 0.96% (Tranche B)	58			50
Term loan due 2019 - three-month LIBOR plus 1.30% (Tranche C)	85			85
4.10% Senior Notes due 2016	—			500
5.90% Senior Notes due 2017	250			250
3.20% Senior Notes due 2017	600			600
8.50% Senior Notes due 2019	600			600
3.50% Senior Notes due 2020	497			497
1.85% Senior Notes due 2023 - fixed Euro	661			—
Other	181			224
Subtotal	4,351			3,795
Less: Current portion of long-term debt	(963		)	(869		)
Total long-term debt, including consolidated investment fund debt in 2015	3,388			2,926
Total debt	$	5,980		$	4,443

(1) Includes secured debt of $7 million and $36 million at June 30, 2016 and December 31, 2015, respectively.

(2) Includes $141 million and $130 million of local currency borrowings in certain Central and Eastern European, South American and Asia-Pacific countries at a weighted average interest rate of 15.83% and 16.06% as of June 30, 2016 and December 31, 2015, respectively.

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(3) Includes secured debt of $35 million and $47 million at June 30, 2016 and December 31, 2015, respectively.

Credit Ratings — Bunge’s debt ratings and outlook by major credit rating agencies at June 30, 2016 was as follows:

	Short-term	Long-term
	Debt (1)	Debt	Outlook
Standard & Poor’s	A-1	BBB	Stable
Moody’s	P-1	Baa2	Stable
Fitch	Not Rated	BBB	Stable

(1) Short-term debt rating applies only to Bunge Asset Funding Corp., the issuer under our commercial paper program.

Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating downgrades would increase our borrowing costs under our syndicated credit facilities and, depending on their severity, could impede our ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.

Our credit facilities and certain senior notes require us to comply with specified financial covenants including minimum net worth, minimum current ratio, a maximum debt to capitalization ratio and limitations on secured indebtedness. We were in compliance with these covenants as of June 30, 2016.

Trade Receivable Securitization Program —We initially entered into our trade receivable securitization program (the “Program”) in June 2011, which provides us with an additional source of liquidity. On May 26, 2016, Bunge and certain of its subsidiaries renewed and amended its $700 million trade receivables securitization program which terminates on May 26, 2021.

Equity

Total equity is set forth in the following table:

	June 30,			December 31,
(US$ in millions)	2016			2015
Equity:
Convertible perpetual preference shares	$	690		$	690
Common shares	1			1
Additional paid-in capital	5,120			5,105
Retained earnings	7,953			7,725
Accumulated other comprehensive income	(5,718		)	(6,360		)
Treasury shares, at cost - 2016 - 12,882,313 shares and 2015 - 9,586,083 shares	(920		)	(720		)
Total Bunge shareholders’ equity	7,126			6,441
Noncontrolling interest	174			211
Total equity	$	7,300		$	6,652

Total equity was $7,300 million at June 30, 2016 compared to $6,652 million at December 31, 2015. The increase in shareholders’ equity was due to cumulative translation gains of $981 million, primarily resulting from the weakening of the U.S. dollar relative to the Brazilian real and $356 million net income attributable to Bunge for the six months ended June 30, 2016. These increases were partially offset by declared dividends to common and preferred shareholders of $111 million and $17 million, respectively and the $200 million cost for purchasing treasury shares during the six months ended June 30, 2016.

Noncontrolling interest decreased to $174 million at June 30, 2016 from $211 million at December 31, 2015, primarily due to the deconsolidation of a variable interest entity that was previously consolidated.

As of June 30, 2016, we had 6,900,000 4.875% cumulative convertible perpetual preference shares outstanding with an aggregate liquidation preference of $690 million. Each convertible perpetual preference share has an initial liquidation preference of $100, which will be adjusted for any accumulated and unpaid dividends. The

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convertible perpetual preference shares carry an annual dividend of $4.875 per share payable quarterly. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited’s common shares exceeded certain specified thresholds, each convertible perpetual preference share is convertible, at the holder’s option, at any time into 1.1417 Bunge Limited common shares, based on the conversion price of $87.5878 per share, subject to certain additional anti-dilution adjustments (which represents 7,877,730 Bunge Limited common shares at June 30, 2016). At any time, if the closing price of our common shares equals or exceeds 130% of the conversion price for 20 trading days during any consecutive 30 trading days (including the last trading day of such period), we may elect to cause the convertible perpetual preference shares to be automatically converted into Bunge Limited common shares at the then-prevailing conversion price. The convertible perpetual preference shares are not redeemable by us at any time.

Cash Flows

Our cash flows from operations vary depending on, among other items, the market prices and timing of the purchase and sale of our inventories. Generally, during periods when commodity prices are rising, our agribusiness operations require increased use of cash to support working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk related to our inventories.

For the six months ended June 30, 2016, our cash and cash equivalents increased by $137 million, reflecting the net effect of cash flows from operating, investing and financing activities. This compares to an increase of $64 million in cash and cash equivalents for the six months ended June 30, 2015.

Cash used for operating activities was $684 million in the six months ended June 30, 2016 compared to $300 million in the six months ended June 30, 2015. The increase in net operating assets and liabilities during the first half of the year reflects higher levels of working capital due to the seasonal increases associated with Brazilian farmer deliveries. The increase in cash used for operating activities in the six months ended June 30, 2016 compared to the same period in 2015 is primarily driven by the increase in soybean commodity prices in the first half of 2016 whereas in the first half of 2015 soybean commodity prices declined.

Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with U.S. dollar denominated assets. The functional currency of our operating subsidiaries is generally the local currency. Also, certain of our U.S. dollar functional operating subsidiaries outside the U.S. are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. The financial statements of our subsidiaries are calculated in the functional currency, and when the local currency is the functional currency, translated into U.S. dollar. U.S. dollar-denominated loans are remeasured into their respective functional currencies at exchange rates at the applicable balance sheet date. Local currency loans are remeasured into U.S. dollar at the exchange rate at the applicable balance sheet date. The resulting gain or loss is included in our condensed consolidated statements of income as foreign exchange gains or losses. For the six months ended June 30, 2016 and 2015, we recorded a foreign exchange loss of $118 million and a gain of $182 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the line item “Foreign exchange loss (gain) on debt” in our condensed consolidated statements of cash flows. This adjustment is required because the cash flow impacts of these gains or losses are non-cash items and will represent financing activities when the subsidiary repays the underlying debt and therefore will have no impact on cash flows from operations.

Cash used for investing activities was $417 million in the six months ended June 30, 2016 compared to $226 million in the six months ended June 30, 2015. For the six months ended June 30, 2016, payments were made for capital expenditures of $275 million, primarily related to the upgrade and expansion of our export terminal in the U.S., replanting of sugarcane for our industrial sugar business in Brazil and continued construction of a wheat milling facility in Brazil. We also had settlement of net investment hedges of $115 million. During the first six months of 2015, payments made for capital expenditures of $222 million were primarily related to replanting of sugarcane for our industrial sugar business in Brazil, construction of a wheat milling facility in Brazil and the construction of a port facility and oilseed processing plant in Ukraine. We also acquired Heartland Harvest, Inc. (“HHI”), a U.S. based producer of die cut pellets for the snack food industry, and the remaining interest in a Spanish biodiesel production facility.

Cash provided by financing activities was $1,212 million in the six months ended June 30, 2016, compared to cash used for financing activities of $651 million in the six months ended June 30, 2015. In the six months ended June 30, 2016, the net increase of $1,554 million in borrowings compared to $959 million in the same period a year

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ago reflected an increasing global commodity environment which increased our working capital financing needs. Dividends paid to our common shareholders and holders of our convertible preference shares were $124 million and $116 million for the six months ended June 30, 2016 and 2015, respectively. Further, in connection with our common share repurchase program, for the first six months in 2016 we purchased 3,296,230 of our common shares at a cost of $200 million. For the first six month of 2015, we purchased 2,460,600 of our common shares at a cost of $200 million.

Off-Balance Sheet Arrangements

Guarantees - We have issued or were a party to the following guarantees at June 30, 2016:

	Maximum
	Potential
	Future
(US$ in millions)	Payments
Unconsolidated affiliates financing (1)	$	66
Residual value guarantee (2)	154
Total	$	220

(1) We issued guarantees to certain financial institutions related to debt of certain of our unconsolidated joint ventures. The terms of the guarantees are equal to the terms of the related financings which have maturity dates in 2016 through 2019. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At June 30, 2016, we had no recorded obligation related to these guarantees.

(2) We issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at the conclusion of the lease term. These leases expire at various dates from 2016 through 2020. At June 30, 2016, our recorded obligation related to these guarantees was $4 million.

In addition, Bunge Limited has provided full and unconditional parent level guarantees of the outstanding indebtedness under certain senior credit facilities and senior notes entered into or issued by its 100% owned subsidiaries. At June 30, 2016, debt with a carrying amount of $5,549 million related to these guarantees is included in our condensed consolidated balance sheet. This debt includes the senior notes issued by three of our 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe, B.V. and Bunge N.A. Finance L.P. There are no significant restrictions on the ability of Bunge Limited Finance Corp., Bunge N.A. Finance L.P. or any other of our subsidiaries to transfer funds to Bunge Limited.

Dividends

We paid a regular quarterly cash dividend of $0.38 per share on June 2, 2016 to common shareholders of record on May 19, 2016. In addition, we paid a quarterly dividend of $1.21875 per share on our cumulative convertible perpetual preference shares on June 1, 2016 to shareholders of record on May 15, 2016. On May 24, 2016, we announced that our Board of Directors had approved a regular quarterly cash dividend of $0.42 per common share. The dividend will be payable on September 2, 2016 to common shareholders of record on August 19, 2016. We also announced on May 24, 2016 that we will pay a quarterly cash dividend of $1.21875 per share on our cumulative convertible perpetual preference shares on September 1, 2016 to shareholders of record on August 15, 2016.

Critical Accounting Policies

Critical accounting policies are defined as those policies that are both important to the portrayal of our financial condition and results of operations and require management to exercise significant judgment. For a complete discussion of our accounting policies, see our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission. There were no material changes to Bunge’s critical accounting policies during the six months ended June 30, 2016. For recent accounting pronouncements refer to Note 2 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

As a result of our global operating and financing activities, we are exposed to changes in, among other things, agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs which may affect our results of operations and financial position. We actively monitor and manage these various market risks associated with our business activities. Our risk management decisions take place in various locations but exposure limits are centrally set and monitored. We have a corporate risk management group which analyzes and monitors various risk exposures globally. Additionally, our Board of Directors’ Finance and Risk Policy Committee oversees our overall risk management policies and limits.

We use derivative instruments for the purpose of managing the exposures associated with commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs and for positioning our overall portfolio relative to expected market movements in accordance with established policies and procedures. We enter into derivative instruments primarily with major financial institutions, commodity exchanges in the case of commodity futures and options, or approved exchange clearing shipping companies in the case of ocean freight. While these derivative instruments are subject to fluctuations in value, for hedged exposures those fluctuations are generally offset by the changes in fair value of the underlying exposures. The derivative instruments that we use for hedging purposes are intended to reduce the volatility on our results of operations; however, they can occasionally result in earnings volatility, which may be material. See Note 10 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a more detailed discussion of our use of derivative instruments.

Credit and Counterparty Risk

Through our normal business activities, we are subject to significant credit and counterparty risks that arise through normal commercial sales and purchases, including forward commitments to buy or sell, and through various other over-the-counter (“OTC”) derivative instruments that we utilize to manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from counterparties and unrealized gains from OTC derivative instruments (including forward purchase and sale contracts). Credit and counterparty risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through credit analysis by local credit staffs and review by various local and corporate committees which monitor counterparty performance. We record provisions for counterparty losses from time to time as a result of our credit and counterparty analysis.

During periods of tight conditions in global credit markets, downturns in regional or global economic conditions, and/or significant price volatility, credit and counterparty risks are heightened. This increased risk is monitored through, among other things, increased communication with key counterparties, management reviews and specific focus on counterparties or groups of counterparties that we may determine as high risk. In addition, we have limited new credit extensions in certain cases and reduced our use of non-exchange cleared derivative instruments.

Commodities Risk

We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food products. As a result, we purchase and produce various materials, many of which are agricultural commodities, including soybeans, soybean oil, soybean meal, softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat and corn. In addition, we grow and purchase sugarcane to produce sugar, ethanol and electricity. Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors that may create price risk. As described above, we are also subject to the risk of counterparty non-performance under forward purchase or sale contracts. From time-to-time, we have experienced instances of counterparty non-performance, including as a result of significant declines in counterparty profitability under these contracts due to significant movements in commodity prices between the time the contracts were executed and the contractual forward delivery period.

We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the agricultural commodities used and produced in our business operations. We have established policies that limit the amount of unhedged fixed price agricultural commodity positions permissible for

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our operating companies, which are generally a combination of volume and value-at-risk (“VaR”) limits. We measure and review our net commodities position on a daily basis.

Our daily net agricultural commodity position consists of inventory, forward purchase and sale contracts, OTC and exchange traded derivative instruments, including those used to hedge portions of our production requirements. The fair value of that position is a summation of the fair values calculated for each agricultural commodity by valuing all of our commodity positions at quoted market prices for the period where available or utilizing a close proxy. VaR is calculated on the net position and monitored at the 95% confidence interval. In addition, scenario analysis and stress testing are performed. For example, one measure of market risk is estimated as the potential loss in fair value resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:

	Six Months Ended						Year Ended
	June 30, 2016						December 31, 2015
				Market						Market
(US$ in millions)	Value			Risk			Value			Risk
Highest daily aggregated position value	$	960		$	(96	)	$	642		$	(64	)
Lowest daily aggregated position value	$	(359	)	$	(36	)	$	(950	)	$	(95	)

Ocean Freight Risk

Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending on the supply and demand for ocean vessels, global economic conditions and other factors. We enter into time charter agreements for time on ocean freight vessels based on forecasted requirements for the purpose of transporting agricultural commodities. Our time charter agreements generally have terms ranging from two months to approximately seven years. We use financial derivatives, generally freight forward agreements, to hedge portions of our ocean freight costs. The ocean freight derivatives are included in other current assets and other current liabilities on the condensed consolidated balance sheets at fair value.

Energy Risk

We purchase various energy commodities such as bunker fuel, electricity and natural gas that are used to operate our manufacturing facilities and ocean freight vessels. The energy commodities are subject to price risk. We use financial derivatives, including exchange traded and OTC swaps and options for various purposes, including to manage our exposure to volatility in energy costs. These energy derivatives are included in other current assets and other current liabilities on the condensed consolidated balance sheets at fair value.

Currency Risk

Our global operations require active participation in foreign exchange markets. Our primary foreign currency exposures are the Brazilian real , Canadian dollar , the euro and other European currencies, the Argentine peso, and the Chinese yuan/renminbi . To reduce the risk arising from foreign exchange rate fluctuations, we enter into derivative instruments, such as forward contracts and swaps, and foreign currency options. The changes in market value of such contracts have a high correlation to the price changes in the related currency exposures. The potential loss in fair value for such net currency position resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of June 30, 2016 was not material.

When determining our foreign exchange exposure, we calculate separately foreign exchange gains and losses on our intercompany loans which are deemed to be permanently invested. The repayments of permanently invested intercompany loans are not planned or anticipated in the foreseeable future and therefore are treated as analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of net income and recorded as a component of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. Included in other comprehensive income (loss) are foreign exchange gains of $324 million for the six months ended June 30, 2016 and foreign exchange losses of $541 million for the year ended December 31, 2015 related to permanently invested intercompany loans.

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Interest Rate Risk

We have debt in fixed and floating rate instruments. We are exposed to market risk due to changes in interest rates. We may enter into interest rate swap agreements to manage our interest rate exposure related to our debt portfolio.

The aggregate fair value of our short and long-term debt based on market yields at June 30, 2016, was $6,177 million with a carrying value of $5,980 million. There was no significant change in our interest rate risk at June 30, 2016.

A hypothetical 100 basis point increase in the interest yields on our debt at June 30, 2016 would result in a decrease of approximately $25 million in the fair value of our debt. Similarly, a decrease of 100 basis points in the interest yields on our debt at June 30, 2016 would cause an increase of approximately $16 million in the fair value of our debt.

A hypothetical 1% change in LIBOR would result in a change of approximately $53 million in our annual interest expense based on our variable rate debt at June 30, 2016. Some of our variable rate debt is denominated in currencies other than in U.S. dollars and is indexed to non-U.S. dollar-based interest rate indices, such as EURIBOR and TJLP and certain benchmark rates in local bank markets. As such, the hypothetical 1% change in interest rate ignores the potential impact of any currency movements.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures — Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of June 30, 2016, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Quarterly Report on Form 10-Q because of the material weakness in internal control over financial reporting described below and in our 2015 Annual Report on Form 10-K.

Material Weaknesses — A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We did not maintain effective controls over the preparation and review of our Consolidated Statements of Cash Flows as described in our 2015 Annual Report on Form 10-K. Specifically, controls were not designed to ensure that cash received from settlement of net investment hedges was properly classified in the Consolidated Statement of Cash Flows, and management’s review process was not effective in detecting this error.

Internal Control Over Financial Reporting — Except as noted below, there have been no changes in the Company’s internal control over financial reporting during the second quarter ended June 30, 2016, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Management’s Remediation Plan

Management has developed a detailed plan and timetable for the implementation of the remediation of the material weakness described above and will monitor their implementation. Management believes these efforts will effectively remediate the material weakness. The Company continues to evaluate and work to improve its internal control over financial reporting, however, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described below.

Accordingly, Management has designed and implemented compensating controls and are enhancing and revising the design of existing controls and procedures to properly remediate the material weakness in our internal control over financial reporting. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of 2016.

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PART II.

INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time-to-time, we are involved in litigation that we consider to be ordinary and incidental to our business. While the outcome of pending legal actions cannot be predicted with certainty, we believe the outcome of these proceedings, net of established reserves, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

For a discussion of certain tax matters relating to Argentina and Brazil, see Note 14. Additionally, we are a party to a large number of labor and civil claims relating to our Brazilian operations. We have reserved an aggregate of $79 million and $78 million, for labor and civil claims, respectively, as of June 30, 2016. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits. The civil claims relate to various legal proceedings and disputes, including disputes with suppliers and customers and include approximately 87 million Brazilian reais (approximately $27 million as of June 30, 2016) related to a legacy environmental claim in Brazil.

During the first quarter of 2016, we received a notice from the Brazilian Administrative Council for Economic Defense initiating an administrative proceeding against our Brazilian subsidiary and two of its employees, certain of its former employees, several other companies in the Brazilian wheat milling industry and others for alleged anticompetitive activities in the north and northeast of Brazil. We intend to defend against this action; however, the proceedings are at an early stage and we cannot, at this time, reasonably predict the ultimate outcome of the proceedings or sanctions, if any, which may be imposed.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2015 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In May 2015, Bunge established a new program for the repurchase of up to $500 million of Bunge’s issued and outstanding common shares. The program has no time expiration associated with it. The table below sets forth information regarding Bunge’s purchases of its common stock during the three months ended June 30, 2016.

Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2016 — April 30, 2016	330,881	$	56.74	330,881	$	200,000,000
Total	330,881	$	56.74	330,881

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) The exhibits in the accompanying Exhibit Index on page E-1 are filed or furnished as part of this Quarterly Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BUNGE LIMITED


Date: July 28, 2016	By:	/s/ Andrew J. Burke
		Andrew J. Burke
		Chief Financial Officer


		/s/ J. Matt Simmons, Jr.
		J. Matt Simmons, Jr.
		Controller and Principal Accounting Officer

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EXHIBIT INDEX

10.1		Eighth Amendment to and Restatement of the Receivables Transfer Agreement, dated May 26, 2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B,V, (f/k/a Bunge Finance B.V.), as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider

10.2		Receivables Transfer Agreement, dated June 1, 2011 as first amended and restated on May 27, 2014, as further amended and restated on May 22, 2015 and as further amended and restated on May 26, 2016 , among Bunge Securitization B.V., as Seller, Koninklijke Bunge B,V, (f/k/a Bunge Finance B.V.), as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider

10.3		Ninth Amendment to and Restatement of the Receivables Transfer Agreement, dated June 30, 2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B,V, (f/k/a Bunge Finance B.V.), as Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

101		The following financial information from Bunge Limited’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests, and (vi) the Notes to the Condensed Consolidated Financial Statements.*

* Filed herewith.

E-1

Exhibit 10.1

Execution Version

Dated May 26, 2016

(1) BUNGE SECURITIZATION B.V. , as Seller

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer

(3) The Conduit Purchasers party hereto

(4) The Committed Purchasers party hereto

(5) The Purchaser Agents party hereto

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent and Purchaser Agent

(7) BUNGE LIMITED , as Performance Undertaking Provider

EIGHTH AMENDMENT TO AND RESTATEMENT
OF THE RECEIVABLES TRANSFER AGREEMENT

CONTENTS

Clause			Page

1.	Definitions and interpretation		1
2.	Amendment and restatement of the Receivables Transfer Agreement		2
3.	Representations		2
4.	Addition of BTMU Purchaser Group		2
5.	Reallocation of Investments		3
6.	Continuance		3
7.	Further Assurance		3
8.	Conditions Precedent		4
9.	Notices, etc.		4
10.	Execution in counterparts		4
11.	Governing law; submission to jurisdiction		5
12.	No proceeding; limited recourse		5

Schedules

Schedule 1		Third Amended and Restated Receivables Transfer Agreement

Schedule 2		Reallocation of Investments

THIS EIGHTH AMENDMENT TO AND RESTATEMENT OF THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment and Restatement” ) is dated May 26, 2016 and made between:

(1) BUNGE SECURITIZATION B.V. , a private limited liability company organized under the laws of the Netherlands, as Seller (the “ Seller ”);

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “ Master Servicer ”);

(3) the Conduit Purchasers party hereto (the “ Conduit Purchasers ”);

(4) the Committed Purchasers party hereto (the “ Committed Purchasers ”);

(5) the Purchaser Agents party hereto (the “ Purchaser Agents ”);

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent (the “ Administrative Agent ”); and

(7) BUNGE LIMITED , a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “ Performance Undertaking Provider ”),

the Seller, the Master Servicer, the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents, the Administrative Agent and the Performance Undertaking Provider are hereinafter collectively referred to as the “ Parties ” and each of them a “ Party ”.

BACKGROUND:

(A) This Amendment and Restatement is supplemental to and amends and restates the receivables transfer agreement dated June 1, 2011 (as amended on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013 and March 14, 2014 and as amended and restated on May 27, 2014 and May 22, 2015) made among the Parties to this Amendment and Restatement (the “Receivables Transfer Agreement” ).

(B) The Parties have agreed to further amend the Receivables Transfer Agreement and restate it on the terms set out below.

IT IS AGREED that:

1. DEFINITIONS AND INTERPRETATION

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 ( Certain defined terms ) of the

Receivables Transfer Agreement . The principles of interpretation set forth in Section 1.2 ( Other terms ) and Section 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment and Restatement as if fully set forth herein.

2. AMENDMENT AND RESTATEMENT OF THE RECEIVABLES TRANSFER AGREEMENT

With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Receivables Transfer Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 1 ( Third Amended and Restated Receivables Transfer Agreement ). Notwithstanding any provision to the contrary set forth herein, the Parties acknowledge and agree that the forms attached as Exhibit A ( Form of Italian First Notice of Assignment ) and Exhibit B ( Form of Monthly Notice of Assignment ) to the Seventh Amendment to and Restatement of the Receivables Transfer Agreement shall continue to be delivered by the Italian Originator in accordance with the Italian RPA until such time as the Italian RPA has been amended in accordance with the terms thereof to require the Italian Originator to deliver the forms attached as Exhibit D ( Form of Italian First Notice of Assignment ) and Exhibit E ( Form of Italian Monthly Notice of Assignment ) in the Amended and Restated Servicing Agreement dated as of the date hereof.

3. REPRESENTATIONS

Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment and Restatement, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

4. ADDITION OF BTMU PURCHASER GROUP

On the Amendment Effective Date, (a) The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“ BTMU ”) shall become a party to the Transaction Documents as a Purchaser Agent (the “ New Purchaser Agent ”) and as a Committed Purchaser (the “ New Committed Purchaser ”) with the Commitment set forth in the Receivables Transfer Agreement as amended hereby and Albion Capital Corporation S.A. (“ Albion ”) shall become a party to the Transaction Documents as a Conduit Purchaser (the “ New Conduit Purchaser ”) and (b) such new Purchaser Group shall make an Investment in the amount set forth on Schedule 2 (Reallocation of Investments) such that after giving effect thereto the aggregate Invested Amount of all Purchaser Groups is pro rata based on the Commitments of such Purchaser Groups. The Seller confirms that all conditions precedent to such investment specified in Section 3.2(iii),(iv),(v),(vi) and (vii) of the Receivables Transfer Agreement are satisfied with respect to such Investment.

By executing and delivering this Amendment and Restatement, each of the New Purchaser Agent, the New Conduit Purchaser and the New Committed Purchaser confirms to and agrees with each other party to the Receivables Transfer Agreement that (i) it has received a copy of the Receivables Transfer Agreement and the other Transaction Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and Restatement; (ii) it will, independently and without reliance upon the Administrative Agent, any other Purchaser Agent, any other Purchaser or any of their respective Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Receivables Transfer Agreement and any Transaction Documents; (iii) it appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Receivables Transfer Agreement and the Transaction Documents and any other instrument or document furnished pursuant thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) it will perform in accordance with their terms all of the obligations which by the terms of the Receivables Transfer Agreement and the documents or agreements to be delivered thereunder are required to be performed by it as a Purchaser Agent, a Conduit Purchaser, or a Committed Purchaser, respectively.

5. REALLOCATION OF INVESTMENTS

On the Amendment Effective Date, each Purchaser Group agrees either (x) to make a new Investment in the amount set forth on Schedule 2 (Reallocation of Investments) or (y) accept a payment in reduction of its Invested Amount in the amount set forth on Schedule 2 (Reallocation of Investments) , as applicable, such that after giving effect to such Investments and repayments, each Purchaser Group’s Invested Amount is the same percentage of such Purchaser Group’s aggregate Commitments as every other Purchaser Group. The Seller confirms that all conditions precedent to each such Investment specified in Section 3.2(iii),(iv),(v),(vi) and (vii) of the Receivables Transfer Agreement are satisfied with respect to such Investment.

6. CONTINUANCE

The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall continue in full force and effect, subject only to the amendments effected thereto by this Amendment and Restatement.

7. FURTHER ASSURANCE

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment and Restatement. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

8. CONDITIONS PRECEDENT

This Amendment and Restatement shall become effective as of the date first written above upon the satisfaction of the following:

(a) The Seller, the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents shall have entered into a new Purchaser Agent Fee Letter;

(b) The Seller, the Performance Undertaking Provider and the Administrative Agent shall have entered into a new Administrative Agent Fee Letter;

(c) The Administrative Agent shall have received counterparts of this Amendment and Restatement duly executed by each of the Parties (the “ Amendment Effective Date ”); and

(d) The Administrative Agent shall have received reliance letters (1) addressed to BTMU and Albion from the Seller’s legal counsel located in each of the United States, Canada, Germany, Spain, Portugal, The Netherlands, Bermuda and Italy in form and substance acceptable to BTMU, which provide that BTMU may rely on certain opinions previously issued by such legal counsel to the Administrative Agent with respect to the Transaction Documents and (2) addressed to each Conduit Purchaser and each Committed Purchaser from the Seller’s legal counsel located in the United Kingdom in form and substance acceptable to each Conduit Purchaser and each Committed Purchaser, which (A) solely for the benefit of BTMU and Albion, provides that BTMU and Albion may rely on certain opinions previously issued by such legal counsel in the United Kingdom with respect to the Transaction Documents and (B) for the benefit of each Conduit Purchaser and each Committed Purchaser, provides new opinions with respect to the enforceability of Contracts governed by the laws of England or Wales that are sold under the U.S. RPA, the U.S. Intermediate Transfer Agreement and the Canadian RPA.

9. NOTICES, ETC.

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice Information ) to the Receivables Transfer Agreement.

10. EXECUTION IN COUNTERPARTS

This Amendment and Restatement may be executed in any number of 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. Delivery of an executed counterpart of a signature page to this Amendment and Restatement by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.

11. GOVERNING LAW; SUBMISSION TO JURISDICTION

(a) THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment and Restatement. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

12. NO PROCEEDING; LIMITED RECOURSE

(a) Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 12 , if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

(b) No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment and Restatement or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser 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 this Amendment and Restatement and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment and Restatement or any other Transaction Document, or implied therefrom, and that any and all personal

liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment and Restatement; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment and Restatement as of the day and year first above written.

	BUNGE SECURITIZATION B.V. , as Seller


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	KONINKLIJKE BUNGE B.V. , as Master Servicer


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	BUNGE LIMITED , as Performance Undertaking Provider


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[Signature to Eighth Amendment to and Restatement of the Receivables Transfer Agreement]

	COÖPERATIEVE RABOBANK U.A ., as Administrative Agent, Committed Purchaser and Purchaser Agent


	By:
		Name:
		Title:


	NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V. , as Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Eighth Amendment to and Restatement of the Receivables Transfer Agreement]

	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK , as Purchaser Agent and Committed Purchaser


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[Signature to Eighth Amendment to and Restatement of the Receivables Transfer Agreement]

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Purchaser Agent


	By:
		Name:
		Title:


	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Committed Purchaser


	By:
		Name:
		Title:


	ALBION CAPITAL CORPORATION S.A. , as Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Eighth Amendment to and Restatement of the Receivables Transfer Agreement]

	BNP PARIBAS, LONDON BRANCH , as Purchaser Agent


	By:
		Name:
		Title:


	MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Eighth Amendment to and Restatement of the Receivables Transfer Agreement]

SCHEDULE 1

THIRD AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT

SCHEDULE 2

REALLOCATION OF INVESTMENTS

Exhibit 10.2

Execution Version

Dated June 1, 2011
as first amended and restated on May 27, 2014,

as further amended and restated on May 22, 2015 and

as further amended and restated on May 26, 2016.

(1) BUNGE SECURITIZATION B.V. , as Seller

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer

(3) The persons from time to time party hereto as Conduit Purchasers

(4) The persons from time to time party hereto as Committed Purchasers

(5) The persons from time to time party hereto as Purchaser Agents

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent and Purchaser Agent

(7) BUNGE LIMITED , as Performance Undertaking Provider

RECEIVABLES TRANSFER AGREEMENT

CONTENTS

Clause			Page

1.	Definitions		2
2.	Amounts and Terms of the Purchases		50
3.	Conditions of Purchases		77
4.	Representations and Warranties		78
5.	Covenants		83
6.	Administration and Collection of Receivables		94
7.	Termination Events		96
8.	The Administrative Agent		99
9.	The Purchaser Agents		106
10.	Indemnities by the Seller		109
11.	Miscellaneous		111

Schedules

1	Purchaser Groups
2	Address and Notice Information
3	Credit and Collection Policies
4	Condition Precedent Documents
5	Facility Accounts and Account Banks
6	Agreed Upon Procedures
7	[Reserved]
8	[Reserved]
9	Excluded Obligors
10	Acceptance by the Transaction Parties

EXHIBIT A		Form of Assignment and Acceptance
EXHIBIT B		Form of Investment Request
EXHIBIT C		Form of Joinder Agreement
EXHIBIT D		Form of Italian Acknowledgment Deed
EXHIBIT E		Form of Accordion Increase Certificate

THIS AGREEMENT (this “Agreement” ) is dated June 1, 2011, as first amended and restated on May 27, 2014, as further amended and restated on May 22, 2015 and as further amended and restated on May 26, 2016, and made by and among:

(1) BUNGE SECURITIZATION B.V. , a private limited liability company organized under the laws of the Netherlands, as Seller;

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , a private limited liability company organized under the laws of the Netherlands, as Master Servicer;

(3) the Conduit Purchasers from time to time parties hereto;

(4) the Committed Purchasers from time to time parties hereto;

(5) the Purchaser Agents from time to time parties hereto;

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent and a Purchaser Agent; and

(7) BUNGE LIMITED , a company formed under the laws of Bermuda, as Performance Undertaking Provider.

BACKGROUND:

(A) The Seller and the other Seller Parties shall from time to time acquire Receivables, together with all Related Security and Collections in respect thereof, from the Originators pursuant to Originator Sale Agreements.

(B) In the case of Receivables, Related Security and Collections acquired by Seller Parties other than the Seller, the Seller will acquire such Receivables, Related Security and Collections from such other Seller Parties pursuant to Intermediate Transfer Agreements.

(C) The Seller shall sell all of its right, title and interest in such Receivables, Related Security and Collections to the Administrative Agent (for the benefit of the Purchasers) pursuant to this Agreement, and the Seller shall charge or otherwise pledge as security all of its right, title and interest in the Seller Operating Accounts and any other Collateral to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Security Documents.

(D) To fund its acquisitions under the Originator Sale Agreements and Intermediate Transfer Agreements, as the case may be, the Seller may from time to time request Incremental Investments from the Purchasers on the terms and conditions of this Agreement.

(E) The Conduit Purchasers may, in their sole discretion, make Incremental Investments in any Approved Currency so requested from time to time, and if a Conduit Purchaser in any Purchaser Group elects not to make any such Incremental Investment, the Committed Purchasers in such Purchaser Group have agreed that they shall make such Incremental Investment, in each case subject to the terms and conditions of this Agreement.

IT IS AGREED that:

1. DEFINITIONS

1.1 Certain defined terms

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):

“Accordion Committed Purchaser” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Accordion Increase” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Accordion Increase Certificate” means a certificate substantially in the form of Exhibit E ( Form of Accordion Increase Certificate ).

“Accordion Increase Date” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Accordion Request” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Account Security Agreements” means, as the context requires, all or any one of the Canadian Account Security Agreements, the German Account Security Agreements, the Hungarian Account Security Agreements, the Italian Account Security Agreements, the Portuguese Account Security Agreements, the Spanish Account Security Agreements and the U.S. Account Security Agreements.

“Accountants’ Letter” has the meaning specified in Section 5.2(b) ( Inspections; annual agreed upon procedures audit ).

“Accrual Reserve” means, on any Monthly Reporting Date and continuing until (but not including) the next Monthly Reporting Date, the Dollar Equivalent of the aggregate amount accrued by the Originators in accordance with their usual accounting practice, as of the last day of the immediately preceding Calculation Period, in respect of Contractual Dilutions.

“Additional Commitment Purchasers” means the Accordion Committed Purchasers and the New Accordion Committed Purchasers.

“Additional Commitments” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Adjusted Eurocurrency Rate” means, for any Tranche Period, an interest rate per annum obtained by dividing (a) the Eurocurrency Rate for such Tranche Period by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Tranche Period.

“Administrative Agent” means Rabobank, in its capacity as Administrative Agent for the Purchaser Agents, the Conduit Purchasers and the Committed Purchasers, and any successor thereto in such capacity appointed pursuant to Section 8 ( The Administrative Agent ).

“Administrative Agent Fee Letter” has the meaning specified in Section 2.4(b) ( Yield and Fees ).

“Advanced Purchase Price” has the meaning specified in the applicable Originator Sale Agreement or Intermediate Transfer Agreement.

“Adverse Claim” means a lien, security interest, trust, mortgage, hypothecation, charge, floating charge or any promise or irrevocable mandate or other encumbrance (including any lien by attachment, retention of title and any form of extended retention of title), or other right or claim under the laws of any jurisdiction in, of or on any asset or property of a Person in favor of another Person (including any UCC financing statement or any similar instrument of any jurisdiction filed against such Person, its assets or properties).

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agents” means, collectively, the Administrative Agent and the Purchaser Agents.

“Agreed Annual Income” means, with respect to the Seller, $1,000 per annum or such other amount as may be agreed between the Seller, the Performance Undertaking Provider and the Administrative Agent.

“Aggregate Commitment” means, at any time, the sum of the Commitments then in effect. The initial Aggregate Commitment as of the Closing Date shall be equal to $700 million.

“Aggregate DPP” means the aggregate of all Deferred Purchase Price amounts payable by the Conduit Purchasers or the Committed Purchasers (as applicable) to the Seller hereunder with respect to the Portfolio Receivables.

“Aggregate Invested Amount” means the aggregate outstanding Invested Amounts (in U.S. Dollars or the Dollar Equivalent) in respect of the Investments (and all Tranches thereof) hereunder.

“Agreement” has the meaning specified in the preamble hereto.

“Albion” means Albion Capital Corporation S.A.

“Albion Cost of Funds” means, in respect of the relevant Tranche Period or Tranche funded by Albion, the cost (expressed as a percentage per annum) to Albion of raising funds by issuing Commercial Paper in any relevant markets or by borrowing from

BTMU under Albion’s existing liquidity facility to enable Albion to fund the Tranche for such Tranche Period.

“Alternate Rate” means, for any Tranche during any Tranche Period, a rate per annum equal to the sum of the Applicable Margin plus the Adjusted Eurocurrency Rate for such Tranche Period; provided that in case of:

(a) any Tranche Period with respect to which the Adjusted Eurocurrency Rate is not available pursuant to Section 2.12 ( Illegality ) or 2.13 ( Inability to determine Eurocurrency Rate ); or

(b) any Tranche Period as to which the Administrative Agent does not receive notice, pursuant to Sections 2.2(a)(i) ( Purchase procedures ), prior to 11 a.m. (London time) on the third (3 rd ) Business Day preceding the first day of such Tranche Period;

the Alternate Rate for such Tranche Period shall be a rate per annum equal to the sum of (i) the Base Rate in effect from time to time during such Tranche Period plus (ii) 2.0% per annum.

“Amendment Effective Date” means May 26, 2016.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to Bunge Limited or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Anniversary Date” has the meaning specified in Section 2.20 ( Extension of Scheduled Commitment Facility Termination Date ) .

“Applicable Margin” means (a) 0.75% per annum with respect to a Tranche funded with Commercial Paper by any Conduit Purchaser (other than Albion), (b) 0.75% per annum with respect to a Tranche funded by Albion and (c) in all other cases, 0.90% per annum.

“Applicable Moody’s Rating” means the senior long-term unsecured debt rating that Moody’s provides of (i) the Performance Undertaking Provider or (ii) if Moody’s does not provide such a rating of the Performance Undertaking Provider, then the Bunge Master Trust or (iii) if Moody’s does not provide such a rating of the Performance Undertaking Provider or the Bunge Master Trust, then Bunge Limited Finance Corp.

“Applicable S&P Rating” means the senior long-term unsecured debt rating that S&P provides of (i) the Performance Undertaking Provider or (ii) if S&P does not provide such a rating of the Performance Undertaking Provider, then the Bunge Master Trust or (iii) if S&P does not provide such a rating of the Performance Undertaking Provider or the Bunge Master Trust, then Bunge Limited Finance Corp.

“Approved Contract Jurisdiction” means, with respect to any Originator, each of the following jurisdictions: (i) the jurisdiction of such Originator, (ii) England and Wales and (iii) with respect to the Canadian Originator and any U.S. Originator, the U.S.

“Approved Credit Enhancement” means, with respect to a Receivable, a letter of credit or other form of credit insurance approved by each Purchaser Agent following receipt of any applicable opinions or other evidence of valid assignment to the Seller.

“Approved Currency” means (a) U.S. Dollars, (b) Euros, (c) Canadian Dollars, (d) Hungarian forint, or (e) any other major convertible currency that is approved in writing by each Purchaser Agent; provided that, if the Administrative Agent (as a result of notice received from any Purchaser Agent or otherwise) notifies the Seller and the Master Servicer that adequate Currency Hedge Agreements cannot be reasonably maintained for any Approved Currency as a result of a disruption in the applicable currency markets, the Seller shall make no further purchases of Receivables denominated in such Approved Currency unless and until the applicable Conduit Purchaser or Committed Purchaser has entered into adequate Currency Hedge Agreements for such Approved Currency.

“Approved Obligor Jurisdiction” means (a) all countries that are subject to the Rome 1 Convention, (b) any State or territory of the U.S. (including but not limited to Puerto Rico), Canada, Austria, Slovakia, the United Kingdom, Greece, Lithuania, The Netherlands, France, Slovenia, Bulgaria, Switzerland, Czech Republic, Luxembourg, Belgium, Cyprus, Poland, Hungary, Germany, Spain, Portugal, Italy, Denmark, Finland, Ireland and Sweden, (c) subject to the prior written consent of the Administrative Agent and each Purchaser Agent, which shall not be unreasonably withheld, Australia, Japan, Hong Kong, Singapore, Mexico, Turkey, South Korea, Norway and New Zealand; provided, that the Administrative Agent and each Secured Party agrees that the Seller shall not be required to deliver any legal opinions with respect the addition of any of the countries set forth in this clause (c) as an Approved Obligor Jurisdiction, and (d) any additional countries may be added as Approved Obligor Jurisdictions subject to the concentration limitations set forth in clauses (e) and (f) of the definition of “Concentration Amounts” (any such additional country described in this clause (d) shall be referred to herein as a “ Limited Exception Approved Obligor Jurisdiction ” and collectively shall be referred to as “ Limited Exception Approved Obligor Jurisdictions ”); provided , that under no circumstances shall an “Approved Obligor Jurisdiction” include a Sanctioned Country.

“Approved Originator Jurisdiction” means Canada, Germany, Hungary, Italy, Portugal, Spain and any State of the U.S. and any other jurisdiction approved in writing by the Administrative Agent and each Purchaser Agent; provided that a jurisdiction shall not be an Approved Originator Jurisdiction unless all authorizations and approvals by all Official Bodies required in connection with this Agreement and the other Transaction Documents have been obtained and all opinions, certificates, amendments to the Transaction Documents and other documentation reasonably requested by the Administrative Agent or any Purchaser Agent have been delivered (such documentation anticipated to be substantially similar to the documentation required for Originators on the Closing Date, with any necessary country—specific adjustments).

“Assignment and Acceptance” means an assignment and acceptance agreement entered into by a Purchaser, an Eligible Assignee and the Purchaser Agent, pursuant to which such Eligible Assignee may become a party to this Agreement in substantially the form of Exhibit A ( Form of Assignment and Acceptance ).

“Average Sales” means, as of any Monthly Reporting Date, (a) the aggregate amount of sales (in U.S. Dollars or the Dollar Equivalent) giving rise to Receivables during the twelve consecutive Calculation Periods immediately preceding such Monthly Reporting Date, divided by (b) 12.

“Base Rate” means, with respect to any Tranche:

(a) in the case of a Tranche or other amount denominated in U.S. Dollars, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of: (i) the Prime Rate in effect on such day, (ii) the Federal Funds Rate in effect on such day plus ½ of 1% and (iii) the Adjusted Eurocurrency Rate for a one month period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%. For the purposes of clause (iii) above, the Administrative Agent shall assume that the reference Tranche or other amount would be denominated in U.S. Dollars. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the one month Adjusted Eurocurrency Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Rate or the one month Adjusted Eurocurrency Rate, respectively; and

(b) in the case of a Tranche or other amount denominated in a currency other than U.S. Dollars, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall at all times be equal to the greater of (i) the Adjusted Eurocurrency Rate for the applicable currency for a one month period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% and (ii) (A) the rate at which overnight deposits (in an amount approximately equal to and in the currency of such non-U.S. Dollar Tranche or other non-U.S. Dollar amount in respect of which the Base Rate is to be determined) are offered by the principal London office of the Administrative Agent in immediately available funds to leading banks in the London interbank market or (B) the “policy rate,” “base rate,” “reference rate” or other customarily referenced rate for loans to corporate borrowers for such currency on the relevant page of the applicable central bank or other commercially reasonable source determined by the Administrative Agent.

“Base Rate Tranche” has the meaning specified in Section 2.12 ( Illegality ).

“Basel III” means (a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on December 16, 2010, each as amended, supplemented or restated; (b) the rules for systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement — Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and (c) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III.”

“Board of Directors” means, with respect to any Person, the board of directors of such Person or any duly authorized committee thereof.

“BTMU” means The Bank of Tokyo-Mitsubishi UFJ, Ltd.

“Bunge Limited” means Bunge Limited, a company formed under the laws of Bermuda having its registered office at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

“ Bunge Master Trust ” means the master trust created by the Pooling Agreement.

“Business Day” means any day (other than a Saturday or Sunday) (a) on which banks generally are open for business in London, Amsterdam, Paris and New York and (b) which is a TARGET Day, and, when used with respect to the determination of any Yield Rate for any currency, any day which is also a day for trading by and between banks in deposits in such currency in the London, European or other applicable interbank market and, when used with respect to the determination of the CP Rate, any day which is also a day when The Depository Trust Company, Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, as applicable, are open for trading.

“Calculation Period” means each period from and including the first day of a calendar month to and including the last day of such calendar month; provided , that the initial Calculation Period shall commence on the first day of the calendar month in which the Closing Date occurred and end on and include the last day of the calendar month in which the Closing Date occurred.

“Canadian Account Security Agreement” has the meaning specified in the Canadian RPA.

“Canadian Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “ Canadian Collection Accounts ”, as such Schedule may be amended from time to time in accordance herewith.

“Canadian Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Canadian Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“Canadian Originator” has the meaning assigned to the term “Seller” in the Canadian RPA.

“Canadian RPA” means the Receivables Purchase Agreement, dated the Closing Date, among the Canadian Originators, the Canadian Seller Agent and the Seller.

“Canadian Seller Agent” has the meaning assigned to the term “Seller Agent” in the Canadian RPA.

“ Capital Stock ” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) the equity

(which includes, but is not limited to, common stock or shares, preferred stock or shares and partnership and joint venture interests) of such Person (excluding any debt securities convertible into, or exchangeable for, such equity).

“Cash Purchase Price” means the cash amounts paid by the Purchasers to the Seller in connection with Investments hereunder and not repaid to the Purchasers.

“Change in Law” means (a) the adoption of any Law after the Amendment Effective Date, (b) any change in Law or in the interpretation, application or implementation thereof after the Amendment Effective Date, or (c) compliance by any Indemnified Party, by any lending office of such Indemnified Party or by such Indemnified Party’s holding company, if any, with any request, guideline or directive (whether or not having the force of law) of any Official Body made or issued after the Amendment Effective Date.

“Change of Control” means the occurrence of any of the following:

(a) Bunge Limited becomes aware (by way of a report or any other filing pursuant to Section 13(d) of the United States Securities Exchange Act of 1934 (the “ Exchange Act ”), proxy, vote, written notice or otherwise) of the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination, of 50% or more of the total voting power of the Voting Stock of Bunge Limited then outstanding;

(b) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of Bunge Limited and its Subsidiaries, taken as a whole, to any Person that is a not a Subsidiary of Bunge Limited; or

“Closing Date” means June 1, 2011.

“Collateral” means all assets, property, rights, interests, claims or benefits in respect of which an Adverse Claim has been created hereunder or under or pursuant to the Security Documents, including, without limitation, all rights of the Seller under all Transaction Documents, all Related Security and all Account Security Agreements.

“Collection Accounts” means, as the context requires, all or any one of the Canadian Collection Accounts, German Collection Accounts, Hungarian Collection Accounts, Italian Collection Accounts, Portuguese Collection Accounts, Spanish Collection Accounts or U.S. Collection Accounts.

“Collections” means, collectively (without duplication) (a) all cash collections (including, if applicable, any value added taxes) and other cash proceeds of the Portfolio Receivables, including all Finance Charges, cash proceeds of Related Security with respect to any such Receivable, any Deemed Collections of such

Receivables and any payments made by any Originator or the Master Servicer with respect to such Receivables (including any payments made with respect to a Diluted Receivable or other Deemed Collections pursuant to the terms of the relevant Originator Sale Agreement or the Servicing Agreement and amounts paid pursuant to Section 2.2(b ) of any applicable Originator Sale Agreement or Intermediate Transfer Agreement in respect of excess Advanced Purchase Price Payments); (b) if applicable, all recoveries of value added taxes from any relevant Official Body relating to any Portfolio Receivable that is a Defaulted Receivable; and (c) all other cash collections and other cash proceeds of the Collateral.

“Commercial Paper” means commercial paper, money market notes and other promissory notes and senior indebtedness issued by a Conduit Purchaser or any conduit refinancing directly or indirectly a Committed Purchaser (including any such commercial paper, notes or other indebtedness issued by a related financing conduit if such Conduit Purchaser or such conduit funds itself through another issuing entity).

“Commitment” of any Committed Purchaser means the U.S. Dollar amount set forth on Schedule 1 ( Purchaser Groups ) opposite such Committed Purchaser’s name or, in the case of a Committed Purchaser that became a party to this Agreement pursuant to an Assignment and Acceptance, the amount set forth therein as such Committed Purchaser’s Commitment, in each case (a) as such amount may be reduced or increased by any Assignment and Acceptance entered into by such Committed Purchaser in accordance with the terms of this Agreement and (b) as such amount may be increased by an Additional Commitment as set forth in an Accordion Increase Certificate.

“Committed Purchasers” means, collectively, the Persons identified as “Committed Purchasers” on Schedule 1 ( Purchaser Groups ).

“Concentration Amount” means, at any time, the sum (without duplication) of (a) the aggregate amount for all Obligors by which the Outstanding Balance of all of the Portfolio Receivables that qualify as Eligible Receivables of each Obligor (treating each Obligor and its Affiliates as if they were a single Obligor) exceeds the Obligor Concentration Limit for such Obligor at such time; (b) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables of Obligors located in an Approved Obligor Jurisdiction whose sovereign debt rating is non-investment grade exceeds 25% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; (c) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables the Obligor of which is the U.S. federal government or any political subdivision or agency thereof exceeds the product of (x) the then-applicable Obligor Concentration Factor for the lowest rating category for Obligors multiplied by (y) the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; (d) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables of Obligors located in any Approved Obligor Jurisdiction which is not also an Approved Contract Jurisdiction exceeds 10% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; (e) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables of Obligors located in all Limited Exception Approved Obligor Jurisdictions exceeds 10% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible

Receivables at such time; (f) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables of Obligors located in any Limited Exception Approved Obligor Jurisdiction exceeds 1.5% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; (g) the amount equal to the product of (i) the positive difference (if any) between (A) the percentage of the aggregate amount of Collections received on Portfolio Receivables during the preceding Calculation Period which were received or deposited in the Collection Accounts maintained at Sparkasse and (B) 5% times (ii) the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; (h) the amount equal to the product of (i) the positive difference (if any) between (A) the percentage of the aggregate amount of Collections received on Portfolio Receivables during the preceding Calculation Period which were received or deposited in the Collection Accounts maintained at Banco Comercial Portuques and (B) 3% times (ii) the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time; and (i) the aggregate amount by which the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables and have original payment terms greater than 180 days exceeds 10% of the Outstanding Balance of all the Portfolio Receivables that qualify as Eligible Receivables at such time.

“Conduit Assignee” means, with respect to any assignment by a Conduit Purchaser, any Person that (a) finances itself, directly or indirectly, through commercial paper, money market notes, promissory notes or other senior indebtedness, (b) is managed or administered by the Purchaser Agent or the Program Manager with respect to such assigning Conduit Purchaser or any Affiliate of the Purchaser Agent or such Program Manager or an Eligible Assignee or any Affiliate thereof, (c) is designated by the Purchaser Agent or the Program Manager to accept an assignment from such Conduit Purchaser of such Conduit Purchaser’s rights and obligations pursuant to Section 11.3(b) ( Assignments by Conduit Purchasers ), and (d) has a short-term Debt Rating of at least A-1 by S&P and P-1 by Moody’s.

“Conduit Purchasers” means, collectively, the Persons identified as “Conduit Purchasers” on Schedule 1 ( Purchaser Groups ).

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of Bunge Limited who (a) was a member of such Board of Directors on the Closing Date; or (b) was nominated for election, appointed or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a specific vote or by approval of Bunge Limited’s proxy statement in which such member was named as a nominee for election as a director).

“Contract” means, in relation to any Receivable, any and all contracts, instruments, agreements, invoices, notes or other writings (including an agreement evidenced by a purchase order or similar document) pursuant to or under which an Obligor becomes or is obligated to make payments on or in respect of such Receivable.

“Contractual Dilution” means, with respect to any Receivable, any reduction, cancellation or adjustment in the Unpaid Balance of such Receivable as a result of

volume rebates, volume discounts or early payment discounts, in each case, arising pursuant to the Contract related to such Receivable.

“CP Rate” means, for any Tranche Period for any Tranche, and for any Conduit Purchaser (other than Albion) or any Committed Purchaser (other than BTMU) refinanced, directly or indirectly through the issuance of Commercial Paper, to the extent such Conduit Purchaser funds such Tranche by issuing Commercial Paper or such Committed Purchaser refinances such Tranche directly or indirectly through an issuance of Commercial Paper, the per annum rate equivalent to the weighted average cost (as determined by the related Purchaser Agent or related Program Manager, and which shall include (without duplication) the fees and commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper maturing on dates other than those on which corresponding funds are received by such Conduit Purchaser or such Committed Purchaser, costs associated with funding and maintaining Hedge Agreements (or similar arrangements) and Investments denominated in a currency other than the currency of such Commercial Paper, other borrowings by such Conduit Purchaser or such Committed Purchaser and any other costs and expenses associated with the issuance of Commercial Paper) of or related to the issuance of Commercial Paper that are allocated, in whole or in part, by such Conduit Purchaser or such Committed Purchaser or the related Purchaser Agent or its related Program Manager to fund or maintain such Tranche (the proceeds of which may also be allocated in part to the funding of other assets of such Conduit Purchaser or such Committed Purchaser (and, if such proceeds are allocated in part to the funding of other assets of such Conduit Purchaser the costs associated with such funding will also be allocated in the appropriate portion to the funding of such other asset)); provided that if any component of any such rate is a discount rate, in calculating the “CP Rate” for such Tranche for such Tranche Period, the Purchaser Agent or related Program Manager shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Credit and Collection Policies” means, with respect to any Receivable, those credit and collection policies and practices of the Originator that originated such Receivable in effect on the Amendment Effective Date and described in Schedule 3 ( Credit and Collection Policies ), as modified in compliance with this Agreement, the Originator Sale Agreements and the Servicing Agreement.

“Credit Note Reduction” means, as of any day, the Dollar Equivalent of the aggregate amount of negative credit balances arising from the issue of credit notes, advance payments made by Obligors and unapplied cash received by Originators in respect of Eligible Receivables as of such day.

“Currency Hedge Agreement” means a currency swap or exchange agreement (including any spot or forward currency exchange agreement) or any other similar arrangement, however denominated, entered into by or on behalf of a Purchaser for hedging purposes, as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time.

“Currency Percentage” means, on any date of determination for any Approved Currency, the percentage of the aggregate Outstanding Balance of the Portfolio Receivables represented by Receivables denominated in such Approved Currency, rounded up or down by up to two decimal points by the Master Servicer. The

aggregate Currency Percentages for all Approved Currencies, as so rounded by the Master Servicer, shall in all cases be equal to 100%.

“Days Sales Outstanding” means, on any Monthly Reporting Date and continuing until (but not including) the next Monthly Reporting Date, the number of calendar days equal to the product of (a) 30 and (b) the amount obtained by dividing (i) the aggregate Outstanding Balance of Eligible Receivables as of the last day of the immediately preceding Calculation Period by (ii) Average Sales.

“Debt Rating” for any Person at any time means the then-current rating by S&P or Moody’s of such Person’s public senior unsecured debt.

“Deemed Collections” means any Collections on any Receivable paid or payable, as the context requires, by an Originator pursuant to an Originator Sale Agreement, by the Master Servicer pursuant to the Servicing Agreement, by any Intermediate Transferor pursuant to any Intermediate Transfer Agreement or by the Seller hereunder (regardless of whether received by any Person unless otherwise specified in the applicable Intermediate Transfer Agreement), and including, without limitation, the proceeds of repurchases of Receivables and payments with respect to Diluted Receivables.

“Default Party” has the meaning specified in Section 11.13(a) ( Limitation of Liability ).

“Default Rate” means a rate per annum equal to the then applicable Yield Rate plus 2.00%.

“Default Ratio” means the ratio (expressed as a percentage) computed as of each Monthly Reporting Date for the immediately preceding Calculation Period by dividing (a) the sum (without duplication) of (i) the aggregate Outstanding Balance of all Portfolio Receivables which were 91-120 days past their original due date as at the end of such Calculation Period plus (ii) the aggregate Outstanding Balance of all Portfolio Receivables which became Defaulted Receivables prior to becoming more than 90 days past due during such Calculation Period by (b) the aggregate amount of sales (in U.S. Dollars or the Dollar Equivalent) giving rise to Portfolio Receivables that were generated during the fourth Calculation Period prior to the Calculation Period to which such Monthly Reporting Date relates (for example, if the applicable Monthly Reporting Date is in February, then the sales for the prior September are utilized in this clause (b)). For the avoidance of doubt, any Defaulted Receivable repurchased by an Originator pursuant to an Originator Sale Agreement shall be included in the calculation of Default Ratio.

“Defaulted Receivable” means, without duplication, a Portfolio Receivable (a) as to which any payment, or part thereof, remains unpaid for 91 or more days from the original due date for such Receivable, (b) as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof, (c) which has been identified by the Master Servicer or relevant Originator as uncollectable in accordance with the applicable Credit and Collection Policies, or (d) which, in accordance with the applicable Credit and Collection Policies, has been or should have been written off as uncollectable.

“Deferred Purchase Price” means, for each Investment, an amount equal to the excess of (x) the aggregate Unpaid Balance of the Receivables purchased by the Administrative Agent (for the benefit of the Purchasers) hereunder as part of such Investment over (y) the amount of the Cash Purchase Price paid in connection with such Investment.

“Deferred RPA Purchase Price” has the meaning specified for “Deferred Purchase Price” in the applicable Originator Sale Agreement or Intermediate Transfer Agreement.

“Delinquency Ratio” means the ratio (expressed as a percentage) computed as of each Monthly Reporting Date for the immediately preceding Calculation Period by dividing (a) the aggregate Outstanding Balance of all Portfolio Receivables which are 61 to 90 days past due from the original due date as of the end of such Calculation Period by (b) the aggregate amount of sales (in U.S. Dollars or the Dollar Equivalent) giving rise to Portfolio Receivables that were generated during the third Calculation Period prior to the Calculation Period to which such Monthly Reporting Date relates (for example, if the applicable Monthly Reporting Date is in February, then the sales for the prior October are utilized in this clause (b)).

“Designated Master Trust Obligor” means, on any date of determination, Bunge Limited and any of its Subsidiaries that are designated by Bunge Limited as “Designated Obligors” under (and as defined in) the Pooling Agreement that are eligible to receive intercompany loans on such date from the proceeds of debt issued by any Investor Certificateholder under the Bunge Master Trust structure.

“Diluted Receivable” means any Portfolio Receivable or part thereof which is either (a) reduced, cancelled or adjusted as a result of (i) any defective, rejected or returned goods, merchandise or services or any failure by the relevant Originator to deliver any merchandise or goods or provide any services or otherwise to perform under any related Contract, (ii) any change in the terms of, or cancellation of, a Contract or invoice or any rebate (including any volume rebate), administrative fee, discount, credit memo, refund, non-cash payment (other than payments by check), chargeback, allowance or any billing or other adjustment by the relevant Originator (except (x) any such change or cancellation made in settlement of such Receivable in accordance with the Credit and Collection Policies resulting from the financial inability of the Obligor to pay such Receivable and (y) any adjustments to correct manual errors on invoices that do not reduce the Unpaid Balance of such Receivable) or (iii) any set off or offset in respect of a claim by the relevant Obligor (in each case, whether such claim arises out of the same or a related transaction or an unrelated transaction); or (b) subject to any specific counterclaim or defense whatsoever (except the discharge in a proceeding under applicable Insolvency Law of the Obligor thereof).

“Dilution Horizon Ratio” means the ratio (expressed as a percentage) computed as of each Monthly Reporting Date equal to a fraction, the numerator of which is the higher of (A) the aggregate amount of all sales (in U.S. Dollars or the Dollar Equivalent) which gave rise to Portfolio Receivables that were generated during the Calculation Period to which such Monthly Reporting Date relates and (B) (i) if the Applicable S&P Rating is below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is below “Baa3” (or withdrawn or suspended), the aggregate amount of the sales (in U.S. Dollars or the Dollar Equivalent) which gave

rise to Portfolio Receivables that were generated during the number of Calculation Periods ending prior to such Monthly Reporting Date equal to the weighted average dilution lag from the most recent collateral audit plus 7 days divided by 30 days (expressed in preceding Calculation Periods of sales) (i.e., if the weighted average dilution lag is 60 days, the number of Calculation Periods would be 67/30 or 2.23 preceding Calculation Periods of sales), and (ii) in all other cases, the aggregate amount of the sales (in U.S. Dollars or the Dollar Equivalent) which gave rise to Portfolio Receivables that were generated during the number of Calculation Periods ending prior to such Monthly Reporting Date equal to the weighted average dilution lag from the most recent collateral audit divided by 30 days (expressed in preceding Calculation Periods of sales) and the denominator of which is the Net Eligible Receivables Balance as of the last day of the Calculation Period to which such Monthly Reporting Date relates.

“Dilution Ratio” means the ratio (expressed as a percentage) computed as of each Monthly Reporting Date for the immediately preceding Calculation Period by dividing (a) the aggregate amount (in U.S. Dollars or the Dollar Equivalent) of Portfolio Receivables which became Diluted Receivables (other than as a result of a Contractual Dilution) during that Calculation Period, by (b) the aggregate amount (in U.S. Dollars or the Dollar Equivalent) of all sales which gave rise to Portfolio Receivables that were generated during the Calculation Period prior to the calendar month to which such Monthly Reporting Date relates (for example, if the applicable Monthly Reporting Date is in February, then the sales for the prior December are utilized in this clause (b)) For the avoidance of doubt, any Diluted Receivable repurchased by an Originator pursuant to an Originator Sale Agreement shall be included in the calculation of Dilution Ratio.

“Dilution Reserve Ratio” means, as of any Monthly Reporting Date, and continuing until (but not including) the next Monthly Reporting Date, an amount (expressed as a percentage) that is calculated as follows:

DRR = [(SF x ED) + [(DS-ED) x (DS/ED)]] x DHR

where:

DRR = Dilution Reserve Ratio;

SF = the Stress Factor;

ED = the Expected Dilution;

DS = the “Dilution Spike”, defined as the highest one-month rolling average Dilution Ratio that occurred during the period of twelve consecutive Calculation Periods ending immediately prior to such earlier Monthly Reporting Date; and

DHR = the Dilution Horizon Ratio.

“ Discount Percentage ” means, unless otherwise specified in the applicable Originator Sale Agreement or Intermediate Transfer Agreement, with respect to the purchase of any Receivable and any period, a percentage equal to 0.15% or any other

percentage agreed to by the applicable buyer and seller under the applicable Originator Sale Agreement or Intermediate Transfer Agreement.

“Dollar Equivalent” means, at any time in relation to an amount denominated in a currency other than U.S. Dollars, the U.S. Dollar equivalent of such amount determined by reference to the Spot Rate determined as of the most recent Exchange Rate Determination Date pursuant to Section 2.16 ( Conversion of currencies ).

“DPP Collections” has the meaning specified in Section 2.6(b)(iv) ( Collections prior to Facility Termination Date ).

“Eligible Account Bank” means (a) with respect to accounts in the U.S., a depositary institution or trust company (which may include the Administrative Agent and its Affiliates) organized under the laws of the U.S. or any one of the States thereof or the District of Columbia; provided that at all times (i) such depositary institution or trust company is a member of the Federal Deposit Insurance Corporation, (ii) unless the Purchaser Agents consent in writing otherwise, the short-term debt rating of such depositary institution or trust company have at least two of the three following ratings: at least A-1 by S&P, P-1 by Moody’s and F1 by Fitch and (iii) such depositary institution or trust company has a combined capital and surplus of at least $100,000,000, and (b) with respect to accounts outside the U.S., an entity (i) authorized to accept deposits in the relevant jurisdiction, (ii) unless the Purchaser Agents consent in writing otherwise, which have at least two of the three following short-term debt ratings: at least A-2 by S&P, P-2 by Moody’s and F2 by Fitch (provided that (A) in the case of Sparkasse, such bank shall be considered an Eligible Account Bank so long as it has short-term debt ratings of at least A-3 by S&P, P-3 by Moody’s or F3 by Fitch and (B) in the case of Banco Comercial Portugues, such bank shall be considered an Eligible Account Bank so long as (x) it has short-term debt ratings of at least A-3 by S&P, P-3 by Moody’s and F3 by Fitch or (y) if it does not satisfy the rating requirements of the preceding clause (x) the Majority Committed Purchasers have not delivered written notice to the Master Servicer declaring that such bank should no longer be treated as an Eligible Account Bank), and (iii) has a combined capital and surplus of at least $100,000,000. If any account bank is downgraded or otherwise fails to satisfy the requirements set forth above (including any account bank which fails to satisfy such definition on the Amendment Effective Date), such account bank shall fail to constitute an “Eligible Account Bank” under the Transaction Documents on the 30 th calendar day following the initial date of such failure (and the applicable Transaction Party shall transfer the applicable Collection Account(s) to an Eligible Account Bank and start to redirect Obligors to make payments to such new account within such 30 day period).

“Eligible Assignee” means, with respect to any Purchaser Group, any Person (i) that is a Purchaser Agent, a Program Manager, a Purchaser, a Program Support Provider or any Affiliate of any such Person that has a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s, (ii) that is managed or sponsored by a Person described in clause (i) above and that has a short term debt rating of at least A-1 by S&P and P-1 by Moody’s (it being understood that any financing vehicle utilized by a Committed Purchaser shall not have to satisfy such rating requirement) or (iii) any other Person that has been approved by the Purchaser Agent for such Purchaser Group and consented to by the Administrative Agent (such consent not to be unreasonably withheld) and, so long as no Facility Termination Event or Portfolio Event has

occurred and is continuing, consented to by the Master Servicer (such consent not to be unreasonably withheld or delayed).

“Eligible Obligor” means any Obligor (a) that is a resident of an Approved Obligor Jurisdiction, (b) that is not an Official Body (other than a Spanish Official Body or the U.S. federal government or any political subdivision or agency thereof) or an Affiliate of any Transaction Party, (c) that is not an individual or a sole trader (if such sole trader is considered an individual rather than a corporate entity for data protection purposes under applicable Law), (d) that is not an Excluded Obligor, (e) that is not the subject of an Event of Bankruptcy, and (f) with respect to which not more than 25% of the aggregate Outstanding Balance of the Receivables owing by such Obligor and its Affiliates are (i) Defaulted Receivables or (ii) Receivables as to which any payment, or part thereof, remains unpaid for more than 90 days from the original due date for such Receivables.

“Eligible Receivable” means, at any time, any Receivable:

(a) (i) which has been originated by an Originator and validly sold and/or otherwise assigned (or purported to be sold and/or otherwise assigned) by such Originator to a Seller Party pursuant to (and in accordance in all material respects with) an Originator Sale Agreement, with the result that such Seller Party has good and marketable title thereto (together with the Collections and Related Security related thereto), free and clear of all Adverse Claims (other than Permitted Adverse Claims) (with respect to the Receivable of any Obligor which is the U.S. federal government or any political subdivision or agency thereof, subject to any limitation on the Seller’s or its assigns’ rights under the Federal Assignment of Claims Act); and

(ii) if such Seller Party is not the Seller, which has been sold and/or otherwise assigned (or purported to be sold and/or otherwise assigned) by such Seller Party to the Seller, pursuant to (and in accordance in all material respects with) an Intermediate Transfer Agreement, with the result that the Seller is the sole beneficial owner of and has good and marketable title to such Receivable (together with the Collections and Related Security related thereto), in each case, free and clear of all Adverse Claims (other than Permitted Adverse Claims) (with respect to the Receivable of any Obligor which is the U.S. federal government or any political subdivision or agency thereof, subject to any limitation on the Seller’s or its assigns’ rights under the Federal Assignment of Claims Act); (it being understood that this clause (a) shall be interpreted as appropriate when the definition of “Eligible Receivables” is used in an Originator Sale Agreement or Intermediate Transfer Agreement (i.e., the sale effectuated by such agreement shall not be required to have been completed prior to such sale));

(b) which does not arise from the sale of any inventory (or other materials used to render or process the goods related to such Receivable) that is subject to an Adverse Claim (other than any Permitted Adverse Claim) covering the proceeds of such inventory, if such Adverse Claim would extend to such Receivable in a legally effective manner or otherwise remain in effect with

respect to such Receivable (including, without limitation, any Adverse Claim arising by operation of law in favor of producers or sellers of agricultural commodities, such as the United States Perishable Agricultural Commodities Act of 1930);

(d) which has been billed to the relevant Obligor and, (i) according to the terms thereof and any Contract related thereto, is required to be paid in full (subject to any contractual rebate or discount) within 270 days from the original billing date therefor and (ii) would not cause the weighted average payment term of all Eligible Receivables to be greater than 50 days;

(e) which is denominated and payable only in an Approved Currency;

(f) which is not (i) a Defaulted Receivable at such time or (ii) a Receivable as to which any payment, or part thereof, remains unpaid for more than 60 days from the original due date for such Receivable;

(g) (i) which arises pursuant to a Contract with respect to which the applicable Originator has performed all obligations required to be performed by it thereunder in order to have such Receivable become due and payable thereunder;

(ii) which does not arise from a consignment sale or sale pursuant to which the applicable Obligor has the right to return the goods for which it has become obligated to pay in the event it is unable to sell such goods and in respect of which the applicable Originator is obligated to refund to such Obligor any amount in respect of such returned goods; and

(iii) as to which the Originator is in compliance in all material respects with the terms of such Receivable and the related Contract;

(h) which:

(i) if purchased with proceeds of Commercial Paper, would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933;

(ii) is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940; and

(iii) represents all or part of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940;

(i) which:

(i) in the case of a Receivable subject to the Laws of a State of the U.S., is an “account” or “payment intangible” within the meaning of Section 9 of the UCC;

(ii) in the case of any Receivable that is not subject to the Laws of a State of the U.S., is a right to payment of a monetary obligation for (A) property that has been sold, assigned or otherwise transferred or (B) services rendered to an Obligor; and

(iii) in the case of any Receivable (including a Receivable subject to the Laws of a State of the U.S.), is not evidenced or otherwise payable by chattel paper, a promissory note, a bill of exchange or other instrument other than, in the case of a Receivable originated by a Spanish Originator, a check (cheque) or promissory note (pagaré) which is made payable not to the order (no a la orden) of such Spanish Originator;

(j) which arises under a Contract that, 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 except as such enforcement against such Obligor may be limited by any applicable Insolvency Law or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), in each case, under all applicable Law, and is not subject to any litigation, dispute, offset in respect of a claim by the relevant Obligor, counterclaim or other defense other than unexpired volume or pricing discounts or rebates or other usual adjustments or dilutions incurred by the related Originator in the normal course of its business to which the Obligor thereon may be entitled (including, without limitation, any adjustments that are necessary to correct manual errors on invoices that do not reduce the Unpaid Balance of the applicable Receivable) or with the prior written consent of the Required Committed Purchasers;

(k) which, together with the Contract related thereto, does not contravene any Laws applicable thereto which in any way renders such Receivable unenforceable or would otherwise impair in any material respect the collectability of such Receivable;

(l) which has been underwritten in accordance with and otherwise satisfies in all material respects all applicable requirements of the applicable Originator’s Credit and Collection Policies;

(m) which was originated in the ordinary course of the applicable Originator’s business and represents the purchase price of goods or services sold by such Originator;

(n) the Obligor of which has been directed to make all payments to a Collection Account at an Eligible Account Bank with respect to which a valid and enforceable Account Security Agreement is in effect;

(o) which has not been compromised, altered, adjusted or modified for credit reasons nor is it subject to any downward adjustment for Tax, rebates or other reasons (including by the extension of time for payment or the granting of any discounts, allowances or credits), in each case, other than in the ordinary course of the applicable Originator’s business and as permitted or required by the Credit and Collection Policies (including, without limitation, any

adjustments that are necessary to correct manual errors on invoices that do not reduce the Unpaid Balance of the applicable Receivable) or with the prior written consent of the Required Committed Purchasers (for the avoidance of doubt, however, no Receivable which has been re-aged shall constitute an Eligible Receivable);

(p) (i) the sale, assignment or other transfer of which (together with the Collections and Related Security related thereto) under the applicable Originator Sale Agreement to (or for the benefit of) a Seller Party;

(ii) the sale, assignment or other transfer of which (together with the Collections and Related Security related thereto) to the Seller under an Intermediate Transfer Agreement;

(iii) the sale, assignment or other transfer (together with the Collections and Related Security related thereto) to the Administrative Agent, on behalf of the Purchasers, pursuant to this Agreement; and

(iv) the grant of a security interest, pledge or charge therein to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or any Security Documents;

in each case, does not violate, conflict with or contravene any applicable Laws or any contractual or other restriction, limitation or encumbrance (including any restriction or limitation under the related Contract) and does not require the consent of or notice to the applicable Obligor or any other Person other than such consents as have been obtained and notices that have been given;

(q) which, together with the Contract related thereto, has not been rewritten, varied, waived or extended or otherwise been re-invoiced and has not otherwise had its invoice date or due date changed, in each case, other than in the ordinary course of the applicable Originator’s business and as permitted or required by the Credit and Collection Policies (including, without limitation, any adjustments that are necessary to correct manual errors on invoices that do not reduce the Unpaid Balance of the applicable Receivable) or with the prior written consent of the Required Committed Purchasers (for the avoidance of doubt, however, no Receivable which has been re-aged shall constitute an Eligible Receivable);

(r) with respect to which all of the Seller’s right, title and interest in such Receivable (together with the Related Security and Collections related thereto) is subject to a first priority security interest, charge or pledge created by this Agreement or the Security Documents under all applicable Law in favor of the Administrative Agent, on behalf of the Secured Parties, free and clear of all Adverse Claims (other than Permitted Adverse Claims);

(s) which is governed by the laws of an Approved Contract Jurisdiction;

(t) with respect to which the disclosure of information necessary to permit the Seller or its assigns to enforce such Receivable against the related Obligor (with respect to the Receivable of any Obligor which is the U.S. federal

government or any political subdivision or agency thereof, subject to any limitation on the Seller’s or its assigns’ rights under the Federal Assignment of Claims Act), would not result in the breach of any Law, agreement (including the related Contract), judgment or other instrument by which the related Originator is bound;

(u) (i) each of (A) the Originator Sale Agreement under which such Receivable was sold to a Seller Party, and (B) if such Seller Party is other than the Seller, the Intermediate Transfer Agreement under which such Receivable was sold to the Seller, is in full force and effect;

(ii) the applicable Originator of which has not been terminated as a “Seller” under the relevant Originator Sale Agreement; and

(iii) the Seller Termination Date has not occurred with respect to the applicable Originator; and

(v) with respect to Receivables being the subject of the German RPA or any other Originator Sale Agreement governed by German law, is not subject to a current account agreement ( kontokorrentgebundene Forderung ) within the meaning of sec. 355 of the German Commercial Code ( HGB ).

“EMU Legislation” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states of the European Union.

“Equity Holder” means Stichting Bunge Securitization.

“Equity Interests” of any Person means any and all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Euro” means the lawful currency of the Participating Member States.

“Eurocurrency Rate” means, for any Tranche for any Tranche Period and any applicable Approved Currency, the rate determined by the Administrative Agent by reference to LIBOR, EURIBOR, CDOR, BUBOR or equivalent for any other Approved Currency for deposits in the applicable Approved Currency of such Tranche appearing on the applicable page of the Telerate Service, Reuters or Bloomberg (or any successor to or substitute for such service, providing rate quotations comparable to those currently provided by such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in such currency in the London interbank market) (or, in the case of any Approved Currency for which the applicable rate is not published as such on such referenced page, on the relevant page of the applicable central bank or other commercially reasonable source determined by the Administrative Agent) at approximately 11:00 a.m., local time, on the Quotation Day, as the rate for deposits with a maturity comparable to such Tranche Period. In the

event that such rate is not available at such time for any reason, then the “Eurocurrency Rate” shall be the rate at which deposits (in an amount approximately equal to and in the currency of the amount in respect of which the Eurocurrency Rate is to be determined and for a maturity comparable to such Tranche Period) are offered by the principal London office of the Administrative Agent in immediately available funds to leading banks in the London interbank market at approximately 11:00 a.m., London time, on the Quotation Day. Notwithstanding the foregoing, if any such rate is less than zero, the Eurocurrency Rate will be deemed to be zero.

“Eurocurrency Rate Reserve Percentage” means, for any Tranche Period in respect of which Yield is computed by reference to the Eurocurrency Rate, (a) in the case of a Tranche denominated in U.S. Dollars, the reserve percentage applicable two Business Days before the first day of such Tranche Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Tranche Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) with respect to liabilities or assets consisting of or including eurocurrency liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Tranche Period and (b) with respect to a Tranche denominated in any applicable Approved Currency (other than U.S. Dollars), any applicable Statutory Reserves with respect to such currency.

“Eurocurrency Tranche” has the meaning specified in Section 2.12 ( Illegality ).

“Event of Bankruptcy” means (A) with respect to any Person, the occurrence of any of the following:

(a) such Person shall voluntarily commence any case, proceeding or other action, or present a petition or make an application under any Insolvency Law:

(i) relating to bankruptcy, insolvency, court protection, reorganisation or relief of debtors, seeking to have an order for relief entered with respect to it or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganisation, arrangement, adjustment, winding-up, examination, liquidation, administration, administrative receivership, dissolution, court protection, composition, declaration or other similar relief with respect to it or any of its debts; or

(ii) seeking the appointment of a liquidator, receiver, administrative receiver, examiner, security trustee, custodian, compulsory manager, administrator or other similar official for it or for all or any substantial part of its assets;

(b) there shall be commenced, presented or made against such Person any case, proceeding or other action referred to in (a) above which is not

dismissed by the relevant court, tribunal or authority within sixty (60) days after its commencement;

(c) there shall be commenced against such Person any case, proceeding or other action seeking issuance of a warrant of attachment, sequestration, distress, expropriation, execution, distraint or similar process against all or any substantial part of its assets which is not dismissed within sixty (60) days after its commencement; or

(d) a moratorium is declared in respect of any of its debt; and

(B) with respect to the German Originator (i) the commencement of insolvency proceedings ( Eröffnung des Insolvenzverfahrens ) pursuant to the provisions of the German Insolvency Code ( Insolvenzordnung ), or (ii) the ordering by the insolvency court of a general prohibition of disposal ( allgemeines Verfügungsverbot ) or the order by the insolvency court that the German Originator may only dispose of its assets with the consent of a preliminary insolvency administrator pursuant to Section 21 para. 2 No. 2 of the German Insolvency Code ( Insolvenzordnung ).

“Exchange Rate Determination Date” means two Business Days before each Reporting Date.

“Excluded Obligor” means any Obligor set forth on Schedule 9 ( Excluded Obligors ), as such Schedule may be amended from time to time in accordance herewith (and, for the avoidance of doubt, upon the addition of any Obligor to Schedule 9 , only Receivables originated on or after such date of addition shall be excluded from the Portfolio Receivables under the Transaction Documents). It being understood that upon any change to Schedule 9 any required corresponding change to the list of “Determined Debtors” or “Further Determined Debtors” (under and as defined in the Italian RPA) shall be made concurrently.

“Excluded Taxes” means (a) income taxes based on (or measured by) net income or net profits (or franchise taxes imposed in lieu of net income taxes) that are imposed on any Agent, Purchaser or other recipient of any payment to be made by or on account of any Transaction Party Obligation as a result of a present or former connection between such Agent, Purchaser or other recipient and the jurisdiction of the Official Body imposing such tax or any political subdivision or taxing authority thereof (other than any such connection arising solely from the Agent, Purchaser or other recipient having executed, delivered or performed its obligations or received a payment hereunder, or enforced, this Agreement), (b) any branch profits taxes that are imposed on any Agent, Purchaser or other recipient of any payment to be made by or on account of any Transaction Party Obligation by any jurisdiction described in clause (a) above, (c) any Tax imposed on an Agent or Purchaser to the extent such Tax is attributable to such Agent’s or Purchaser’s failure to comply with relevant requirements set forth in Section 2.15(e) ( Indemnity for Taxes ) (or analogous provision of any other Transaction Document), unless such failure is due to a Change in Law and (d) any withholding Tax that is imposed on amounts payable to (i) any Purchaser solely by reason of such Purchaser designating a new lending office, except to the extent that the Purchaser was entitled, immediately prior to the time of designation of a new lending office, to receive additional amounts from the Seller with respect to such withholding Tax pursuant to Section 2.15(a) , or (ii) any Agent,

Purchaser or other recipient which becomes a party to this Agreement after the Closing Date (other than an Eligible Assignee pursuant to a request by Seller under Section 2.20(e) ), except to the extent that such Agent, Purchaser or other recipient (or an Assignor, if any) was entitled, immediately prior to the time of assignment or becoming a party to this Agreement, to receive additional amounts from the Seller with respect to such withholding Tax pursuant to Section 2.15(a) .

“Executive Order” means Executive Order No. 13224 of September 23, 2011 — Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism.

“Expected Dilution” means, as of any Monthly Reporting Date, and continuing until (but not including) the next Monthly Reporting Date, the twelve month rolling average of the Dilution Ratios that occurred during the period of twelve consecutive Calculation Periods ending immediately prior to such earlier Monthly Reporting Date.

“Facility” has the meaning specified in Section 11.6(a) ( Confidentiality ).

“Facility Account” means, as the context requires, all or any one of the Collection Accounts or the Seller Operating Accounts.

“Facility Event” means a Facility Termination Event or Potential Facility Termination Event.

“Facility Limit” means, at any time, the Aggregate Commitment then in effect.

“Facility Party” means any Transaction Party other than the Sub-Servicers, the Originators and the Intermediate Transferors.

“Facility Termination Date” means the earliest of (a) the Scheduled Commitment Facility Termination Date, (b) the date that the Facility Termination Date is declared or automatically occurs pursuant to Section 7.2 ( Termination of Facility ), (c) the date that the Facility Termination Date is declared by the Administrative Agent (acting at the direction of the Majority Committed Purchasers) following the occurrence of a Portfolio Event, and (d) any Settlement Date specified by the Performance Undertaking Provider on not less than sixty (60) days (or such shorter period as the Agents may agree) prior written notice to the Administrative Agent and the Purchaser Agents.

“Facility Termination Event” has the meaning specified in Section 7.1 ( Facility Termination Events ).

“Federal Assignment of Claims Act” means the Assignment of Claims Act of 1940, 31 U.S.C. §3727 and 41 U.S.C. §15.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day,

the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letters” means, collectively, the Administrative Agent Fee Letter and the Purchaser Agent Fee Letter.

“Fees” means the fees payable pursuant to any Fee Letter.

“Final Payout Date” means the date after the Facility Termination Date on which all the Transaction Party Obligations have been reduced to zero by payment in full in cash.

“Final Termination Date” means May 26, 2021.

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

“Fitch” means Fitch, Inc.

“Floor Reserve Percentage” means, at any time, a percentage equal to the sum of (a) the Loss Reserve Floor and (b)(i) the Expected Dilution multiplied by (ii) the Dilution Horizon Ratio.

“Foreign Purchaser” shall mean any Purchaser that is organized under the laws of a jurisdiction other than that in which the Seller is located.

“Fundamental Change” means any amendment, waiver or consent which has the following effect:

(a) reduces the Invested Amount in respect of, or Yield that is payable on account of, any Investment or Tranche or delays any scheduled date for payment thereof;

(b) reduces the fees payable by the Seller to the Purchaser Agents, the Conduit Purchasers or the Committed Purchasers or delays the dates on which such fees are payable;

(c) extends the Scheduled Commitment Facility Termination Date (except as provided in Section 2.20 ( Extension of Scheduled Commitment Facility Termination Date ));

(d) releases any portion of the Collateral;

(e) changes any of the provisions of the amendment or voting sections of a Transaction Document or the definition of “Required Committed Purchasers” and “Majority Committed Purchasers”;

(f) amends any Facility Termination Event or Portfolio Event;

(g) amends the definition of “CP Rate”, “Default Ratio”, “Approved Currency”, “Defaulted Receivable”, “Delinquent Receivable”, “Dilution Reserve Ratio”,

“Floor Reserve Percentage”, “Eligible Receivable”, “Funding Base” (or any defined term directly or indirectly used therein to determine the Funding Base), “Loss Reserve Floor”, “Loss Reserve Ratio”, “Net Eligible Receivables Balance”, “Reserve Percentage”, “Stress Factor”, “Yield Reserve Ratio”, or increases any Concentration Amount or any Obligor Concentration Limit;

(h) releases the Performance Undertaking Provider from its obligations under the Performance Undertaking; or

(i) amends any provision of a Transaction Document related to limited recourse, non-petition, governing law or the rights and obligations of the Administrative Agent to act on behalf of the Purchasers.

“Funding Base” means, as of any date, (a) the Net Eligible Receivables Balance multiplied by (b) a percentage equal to 100% minus the Reserve Percentage.

“GAAP” means, with respect to any Person, generally accepted accounting principles applicable to such Person (including generally accepted accounting principles applicable to such Person by Law) or the consolidated group of which such Person is a member.

“German Account Security Agreement” has the meaning specified in the German RPA.

“German Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “German Collection Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“German Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “German Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“German Originator” has the meaning assigned to the term “Seller” in the German RPA.

“German RPA” means the German Receivables Purchase Agreement, dated the Closing Date, among the German Originator(s), the German Seller Agent and the Seller.

“German Security Documents” means any account pledge agreement (including the German Account Security Agreement) and any other security agreement subject to the Laws of the Federal Republic of Germany entered into with the Administrative Agent in favor of the Secured Parties.

“German Seller Agent” has the meaning assigned to the term “Seller Agent” in the German RPA.

“ Guarantee Obligation ” means, as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) with respect to which the guaranteeing person has issued a

reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the applicable guaranteeing person in good faith.

“Hedge Agreements” means all rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Hungarian Account Security Agreements” has the meaning specified in the Hungarian RPA.

“Hungarian Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “Hungarian Collection Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“Hungarian Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Hungarian Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“Hungarian Intermediate Transfer Agreement” means the Hungarian Intermediate Transfer Agreement between the Hungarian Intermediate Transferor and the Seller. It being understood and agreed that this agreement shall be entered into after the Amendment Effective Date.

“Hungarian Intermediate Transferor” means Rabobank.

“Hungarian Originator” has the meaning assigned to the term “Seller” in the Hungarian RPA.

“Hungarian RPA” means the Hungarian Receivables Purchase Agreement among the Hungarian Originator(s), the Hungarian Seller Agent and the Hungarian Intermediate Transferor. It being understood and agreed that this agreement shall be entered into after the Amendment Effective Date.

“Hungarian Seller Agent” has the meaning assigned to the term “Seller Agent” in the Hungarian RPA.

“Incremental Investment” means the initial purchase of the Portfolio on the Initial Purchase Date and each investment by the Purchasers in the Portfolio thereafter which increases the total outstanding Aggregate Invested Amount hereunder.

“Indebtedness” means, as to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee which are capitalized in accordance with GAAP, (e) all obligations of such Person created or arising under any conditional sales or other title retention agreement with respect to any property acquired by such Person (including without limitation, obligations under any such agreement which provides that the rights and remedies of the seller or lender thereunder in the event of default are limited to repossession or sale of such property), (f) all obligations of such Person with respect to letters of credit and similar instruments, including without limitation obligations under reimbursement agreements, (g) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) an Adverse Claim on any asset of such Person, whether or not such Indebtedness is assumed by such Person and (h) all Guarantee Obligations of such Person (other than guarantees of obligations of direct or indirect Subsidiaries of such Person).

“Indemnified Amounts” has the meaning specified in Section 10 ( Indemnities by the Seller ).

“Indemnified Party” has the meaning specified in Section 10 ( Indemnities by the Seller ).

“Indemnified Taxes” mean Taxes other than Excluded Taxes and Other Taxes.

“Initial Purchase Date” mean the date of the initial Incremental Investment hereunder by the Purchasers.

“Insolvency Law” means any Law relating to bankruptcy, insolvency, administration, receivership, examination, administrative receivership, reorganisation, winding up or composition, moratorium or adjustment of debts or the rights of creditors generally (whether by way of voluntary arrangement or otherwise).

“Intermediate Transfer Agreements” means the Italian Intermediate Transfer Agreement, the Hungarian Intermediate Transfer Agreement and the U.S. Intermediate Transfer Agreement.

“Intermediate Transferors” means the Hungarian Intermediate Transferor, the Italian Intermediate Transferor and the U.S. Intermediate Transferor.

“Invested Amount” means, with respect to each Incremental Investment hereunder, the amount paid in cash to the Seller by the Purchasers hereunder in connection with such Incremental Investment (it being understood that Reinvestments and Settlement Date Investments shall not change the Invested Amount of any Purchaser unless a repayment of Investment or an increase in Investment occurs in connection with any such Settlement Date Investment), as such amount may be divided or combined in accordance with Section 2.10 ( Tranches ), in each case as reduced from time to time by amounts paid to the applicable Purchaser(s) holding such Tranche pursuant to Section 2.6 ( Collections prior to Facility Termination Date ) or Section 2.7 ( Collections after Facility Termination Date ), as applicable, on account of the Invested Amount in respect of such Tranche; provided that if such Invested Amount shall have been reduced by any payment and thereafter all or a portion of such payment is rescinded or must otherwise be returned for any reason, such Invested Amount shall be increased by the amount of such rescinded or returned payment, as though it had not been received by such Purchaser(s).

“Investment” means each Incremental Investment, Settlement Date Investment and Reinvestment.

“Investment Company Act” means the United States Investment Company Act of 1940, as amended from time to time, and the rules promulgated thereunder.

“Investment Date” has the meaning specified in Section 2.2(a)(i) ( Purchase procedures ).

“Investment Request” has the meaning specified in Section 2.2(a)(i) ( Purchase procedures ).

“ Investor Certificateholder ” means the holder of record of, or the bearer of, any certificate issued by the Bunge Master Trust under the Pooling Agreement or any supplement thereto, including, without limitation, Bunge Asset Funding Corp., Bunge Finance Europe B.V. and Bunge Limited Finance Corp.

“IRC” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Italian Account Security Agreement” has the meaning specified in the Italian RPA.

“Italian Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “Italian Collection Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“Italian Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Italian Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“Italian Intermediate Transfer Agreement” means the Italian Intermediate Transfer Agreement, dated the Closing Date, between the Italian Intermediate Transferor and the Seller.

“Italian Intermediate Transferor” means Rabobank.

“Italian Originator” has the meaning assigned to the term “Seller” in the Italian RPA.

“Italian RPA” means, subject to Section 4.1 ( Italian Receivables Purchase Agreement ) of the seventh amendment to and restatement of this Agreement dated May 22, 2015, the Italian Receivables Purchase Agreement, dated on or about June 3, 2015 among the Italian Originator, the Italian Seller Agent and the Italian Intermediate Transferor.

“Italian Seller Agent” has the meaning assigned to the term “Seller Agent” in the Italian RPA.

“Joinder Agreement” means an agreement substantially in the form of Exhibit C ( Form of Joinder Agreement ) pursuant to which a new Purchaser Group is established hereunder pursuant to Section 11.3(i) ( New Purchaser Groups ).

“Law” means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Official Body.

“Limited Exception Approved Obligor Jurisdiction” and “Limited Exception Approved Obligor Jurisdictions” have the meanings assigned to such terms in clause (d) of the definition of Approved Obligor Jurisdiction.

“Liquidation Fee” means for (a) any Tranche Period of a Conduit Purchaser for which Yield is computed by reference to the CP Rate and a reduction of the Invested Amount of the relevant Tranche is made for any reason, (b) any Tranche Period for which Yield is computed by reference to the Eurocurrency Rate and a reduction of the Invested Amount of the relevant Tranche is made for any reason, in each case, on any day other than the last day of such Tranche Period or (c) any Tranche Period of Albion for which Yield is computed by reference to the Albion Cost of Funds and a reduction of the Invested Amount of the relevant Tranche is made for any reason, the sum of (i) the amount, if any, by which (A) the additional Yield (calculated without taking into account any Liquidation Fee or any shortened duration of such Tranche Period or any Applicable Margin) which would have accrued during such Tranche Period (or, in the case of clause (a) above, during the period until the maturity of the underlying commercial paper tranches) on the reductions of the Invested Amount of the Tranche relating to such Tranche Period had such reductions not occurred, exceeds (B) the income, if any, received by the Conduit Purchaser or the Committed Purchaser which holds such Tranche from the investment of the proceeds of such reductions of the Invested Amount, plus (ii) the amount of any costs or expenses incurred in connection with the termination or reduction of any related Currency Hedge Agreements. A certificate as to the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the affected Conduit Purchaser

or Committed Purchaser to the Seller and shall be conclusive and binding for all purposes, absent manifest error.

“Liquidity Agreement” means each of the liquidity facility agreements entered into between each Conduit Purchaser and its related Committed Purchaser or other financial institution.

“Liquidity Banks” means each of the Committed Purchasers and other financial institutions providing Liquidity Funding to a Conduit Purchaser pursuant to a Liquidity Agreement.

“Liquidity Commitment” means, as to each Liquidity Bank, its commitment under its related Liquidity Agreement.

“Liquidity Funding” means a purchase or funding by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of the Aggregate Invested Amount from a Conduit Purchaser.

“Local Business Day” means, with respect to any Originator or Sub-Servicer, any day excluding Saturday, Sunday and any day on which banks in London, Amsterdam or New York or the jurisdiction under the Laws of which such Originator or Sub-Servicer is organized are authorized or required by law to close, and, when used with respect to the determination of any Yield Rate for any currency, any day which is also a day for trading by and between banks in deposits in such currency in the London, European or other applicable interbank market and, when used with respect to the determination of the CP Rate, any day which is also a day when The Depository Trust Company, Euroclear Bank S.A./N.V., as operator of the Euroclear system and Clearstream Banking, société anonyme, Luxembourg, as applicable, are open for trading.

“Local Currency” means any Approved Currency other than U.S. Dollars.

“Loss Horizon Ratio” means, as of any Monthly Reporting Date and continuing until (but not including) the next Monthly Reporting Date, the amount equal to (a) the aggregate amount of all sales (in U.S. Dollars or the Dollar Equivalent) which gave rise to Portfolio Receivables that were generated during the prior 4 Calculation Periods (where the Portfolio Receivables have weighted average payment terms of less than or equal to 30 days) or 4.25 Calculation Periods (where the Portfolio Receivables have weighted average payment terms of greater than 30 days but less than or equal to 40 days) or 4.50 Calculation Periods (where the Portfolio Receivables have weighted average payment terms of greater than 40 days but less than or equal to 50 days) divided by (b) the Net Eligible Receivables Balance as of the end of the Calculation Period immediately preceding such earlier Monthly Reporting Date.

“Loss Reserve Floor” means, at any time, the percentage not less than 8.0% and not greater than 15.0% specified by the Master Servicer in the most recent Portfolio Report.

“Loss Reserve Ratio” means, as of any Monthly Reporting Date and continuing until (but not including) the next Monthly Reporting Date, an amount (expressed as a percentage) that is calculated as follows:

LRR = SF x LR x LHR

where:

LRR = Loss Reserve Ratio;

SF = the Stress Factor;

LR = the “Loss Ratio”, defined as the highest three-month rolling average Default Ratio that occurred during the period of 12 consecutive Calculation Periods immediately preceding such earlier Monthly Reporting Date; and

LHR = the Loss Horizon Ratio.

“ Majority Committed Purchasers ” means Committed Purchasers representing more than 51% of the then outstanding Aggregate Commitment or, if the Aggregate Commitments have been reduced to zero, Committed Purchasers that represented more than 51% of the Aggregate Commitment immediately prior to such termination; provided that, subject to the terms of the relevant Program Support Agreement, so long as any Conduit Purchaser in any Purchaser Group holds any Investments hereunder, the Committed Purchasers in such Purchaser Group shall give any vote or direction hereunder only with the consent or at the direction of the related Purchaser Agent on behalf of such Conduit Purchaser.

“Master Servicer” means at any time the Person then authorized pursuant to Section 2.1 ( Designation of Servicer; Power of Attorney ) of the Servicing Agreement to administer and collect the Receivables.

“Material Adverse Effect” means, with respect to any event or circumstance or any Person, a material adverse effect, individually or in the aggregate with other events or circumstances, on: (a) the business, condition (financial or otherwise), prospects, operations or assets of a Transaction Party; (b) the ability of any Transaction Party to perform any of its obligations under any Transaction Document to which it is a party or the ability of any Secured Party to exercise any rights or remedies under any Transaction Document; (c) the legality, validity or enforceability of any Transaction Document to which any Transaction Party is a party; (d) the status, existence, perfection or priority of the rights, title and interest of the Seller, any Intermediate Transferor, the Administrative Agent or any Secured Party in and to the Portfolio Receivables, Collections or Related Security related thereto or any Facility Account or any other Collateral (taken as a whole); or (e) the validity, enforceability or collectibility (if applicable) of all or any material portion of the Portfolio Receivables, Collections or Related Security related thereto or any other Collateral.

“Monthly Report” means a report substantially in the form of, and containing the information described in, Exhibit A-1 ( Form of Monthly Report ) to the Servicing Agreement duly completed and furnished by the Master Servicer pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement and containing the certification of the Master Servicer.

“Monthly Reporting Date” means the third (3 rd ) Business Day prior to each Settlement Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Eligible Receivables Balance” means at any time the Dollar Equivalent of an amount equal to:

(a) the Total Eligible Receivables Balance at such time, minus

“New Accordion Committed Purchasers” has the meaning specified in Section 2.21 ( Accordion Increase ).

“Obligor” means, with respect to any Receivable, each Person obligated to make payments in respect of such Receivable pursuant to a Contract.

“Obligor Concentration Factor” means, with respect to any Obligor (treating each Obligor and its Affiliates as if they were a single Obligor) as of any date of determination, the percentage, if applicable, specified (or the percentage resulting from the calculation specified) under the heading “Obligor Concentration Factor” in the grid immediately below; except that, with respect to Conagra Foods, Inc., its “Obligor Concentration Factor” shall be (i) 7% or (ii) 4% if at any time Conagra Foods, Inc. (A) has a short-term Debt Rating lower than A-3 from S&P or P-3 from Moody’s or has no short-term Debt Rating; or (B) has a long-term Debt Rating lower than BBB- from S&P or Baa3 from Moody’s or has no long-term Debt Rating.

Obligor’s Short-Term Debt Rating (S&P/Moody’s)	Obligor’s Long-Term Debt Rating (S&P/Moody’s)	Obligor Concentration Factor
A-1+/P-1	AA/Aa2 or better	Loss Reserve Floor
A-1/P-1	AA- to A+/Aa3 to A1	Loss Reserve Floor
A-2/P-2 or better (but less than A-1/P-1)	A to BBB+/A2 to Baa1	Loss Reserve Floor/2
A-3/P-3 or better (but less than A-2/P-2)	BBB to BBB-/Baa2 to Baa3	Loss Reserve Floor/3
Lower than A-3/P-3 or no Debt Rating	Lower than BBB-/Baa3 or no Debt Rating	Loss Reserve Floor/5

The Obligor Concentration Factor shall be based upon an Obligor’s short-term Debt Ratings unless no such short-term Debt Rating is available from either S&P or Moody’s, in which case such Obligor’s long-term Debt Ratings will be used.

In the event the ratings of any Obligor from S&P and Moody’s fall within different ratings levels, the Obligor Concentration Factor for such Obligor shall be determined using the lower rating.

To the extent that the Receivables owing by any Obligor are subject to Approved Credit Enhancement and the aggregate Outstanding Balance of Portfolio Receivables owing by such Obligor would otherwise exceed the then applicable Obligor Concentration Factor for such Obligor based on the applicable Debt Ratings of such Obligor, the rating of such credit enhancer will be used for the purpose of determining the applicable Obligor Concentration Factor.

“Obligor Concentration Limit” means, with respect to any Obligor at any time, the product of the Obligor Concentration Factor, if any, for such Obligor (treating each Obligor and its Affiliates as if they were a single Obligor), multiplied by the Total Eligible Receivables Balance at such time.

“Obligor Payables” means, with respect to any Obligor at any date of determination, the sum of the aggregate payables by the Transaction Parties to such Obligor at such time and the aggregate swap or hedge exposure of the Transaction Parties to such Obligor at such time.

“OFAC” shall have the meaning given to it in the definition of “Sanctions.”

“Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, or any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles.

“Organizational Documents” of any Person means its memorandum and articles of association, articles or certificate of incorporation and by laws, limited liability agreement, partnership agreement or other comparable charter or organizational documents as amended from time to time.

“Original Termination Date” means May 26, 2019.

“Originator” means any Canadian Originator, German Originator, Hungarian Originator, Italian Originator, Portuguese Originator, Spanish Originator or U.S. Originator.

“Originator Sale Agreement” means any of the Canadian RPA, the German RPA, the Hungarian RPA, the Italian RPA, the Portuguese RPA, the Spanish RPA and the U.S. RPA.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise, sales, goods and services or transfer taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, any Transaction Document, in each case, other than Excluded Taxes.

“Outstanding Balance” means, with respect to any Receivable at any time, the then outstanding principal amount thereof (in U.S. Dollars or the Dollar Equivalent), excluding any Finance Charges related thereto.

“Outstanding Receivables Report” means a report furnished by the Master Servicer pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement substantially in the form attached as Exhibit A-3 ( Form of Outstanding Receivables Report ) to the Servicing Agreement.

“Participant” has the meaning specified in Section 11.3(f) ( Participations ).

“Participating Member States” means any member state of the European Community that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Performance Undertaking” means the Performance and Indemnity Agreement, dated the Closing Date, issued by the Performance Undertaking Provider in favor of, among others, the Seller, the Administrative Agent and the Secured Parties.

“Performance Undertaking Provider” means Bunge Limited.

“Permitted Adverse Claim” means (a) any Adverse Claim created under the Security Documents or the other Transaction Documents, (b) any Adverse Claim in respect of taxes, assessments or other governmental charges or levies not yet due and payable or, in the case of any Transaction Party, the validity of which are being contested by such Transaction Party in good faith by appropriate proceedings and with respect to which appropriate reserves have been established in conformity with GAAP by such Transaction Party, (c) any Adverse Claim in respect of any Receivable which will be released on or prior to the sale or transfer (or purported sale or transfer) of such Receivable under an Originator Sale Agreement, (d) with respect to any Facility Account, any Adverse Claim of the bank or other financial institution at which such Facility Account is maintained and that arose in the ordinary course of business between the relevant account holder and such bank or other financial institution solely pursuant to the related account agreement (i.e., account fees, returned checks, and similar amounts) and not from any other relationship between the relevant account holder and such bank or other financial institution, and (e) any Adverse Claim resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which such Person shall at any time in good faith be prosecuting an appeal or proceeding for a review and with respect to which adequate reserves for losses or other appropriate revisions are being maintained in accordance with GAAP.

“Permitted Investments” means, with respect to any Seller Operating Account, any of the following investments denominated and payable solely in the Approved Currency for which such Seller Operating Account is maintained: (a) readily marketable debt securities issued by, or the full and timely payment of which is guaranteed by the full faith and credit of, the central government of any Approved Originator Jurisdiction, (b) insured demand deposits, time deposits, term deposits and certificates of deposit of any Eligible Account Bank that is organized under the laws of an Approved Originator Jurisdiction, (c) repurchase obligations with a term of not

more than 45 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above, (d) money market funds rated in the highest ratings category by each of Moody’s and S&P (which rating, in the case of S&P, shall be AAAm or AAAmg and shall not have the “r” symbol attached to such rating and, in the case of Moody’s “P-1” or “Aaa” and “MR1+”), (e) commercial paper of any corporation incorporated under the laws of an Approved Originator Jurisdiction or any political subdivision thereof, provided that such commercial paper is rated at least A-1 (and without any “r” symbol attached to any such rating) by S&P and at least Prime-1 by Moody’s, and (f) cash.

“Person” means an individual, partnership, corporation, business trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, Official Body or any other entity.

“ Pooling Agreement ” means that certain Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding Inc., Bunge Management Services, Inc. and The Bank of New York Mellon.

“Portfolio” has the meaning specified in Section 2.1(a) ( The Purchases) .

“ Portfolio Event ” means the occurrence of any of the following:

(a) as at the end of any Calculation Period, the three-month rolling average Dilution Ratio exceeds 2.5%;

(b) as at the end of any Calculation Period, the three-month rolling average Write-Off Ratio exceeds 1.0%;

(d) as of any Monthly Reporting Date, Days Sales Outstanding shall exceed 45 days; or

(e) the occurrence of any event or circumstance which has a Material Adverse Effect on a Transaction Party.

“Portfolio Receivable” means any Receivable (other than a Receivable that has been repurchased or retransferred to an Originator or Intermediate Transferor pursuant to, and in accordance with, the Transaction Documents) (a) which has been sold and/or otherwise assigned (or purported to be sold and/or otherwise assigned) by an Originator to a Seller Party pursuant to an Originator Sale Agreement, and (b) if such Seller Party is other than the Seller, which has been sold or and/or otherwise assigned (or purported to be sold and/or otherwise assigned) by such Seller Party to the Seller, in each case, pursuant to an Intermediate Transfer Agreement. For the avoidance of doubt, any Receivable repurchased or retransferred to an Originator or Intermediate Transferor shall, in accordance with the relevant Transaction Document, be released from the lien of this Agreement and no longer included in the Collateral.

“Portfolio Report” means any Monthly Report or Weekly Report.

“Portuguese Account Security Agreement” has the meaning specified in the Portuguese RPA.

“Portuguese Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “Portuguese Collection Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“Portuguese Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Portuguese Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“Portuguese Originator” has the meaning assigned to the term “Seller” in the Portuguese RPA.

“Portuguese RPA” means the Portuguese Receivables Purchase Agreement, dated the Closing Date, among the Portuguese Originator(s), the Portuguese Seller Agent, the Seller and the Administrative Agent.

“Portuguese Seller Agent” has the meaning assigned to the term “Seller Agent” in the Portuguese RPA.

“Potential Facility Termination Event” means an event that but for notice or lapse of time or both would constitute a Facility Termination Event or a Seller Termination Event.

“Potential Servicer Default” means an event that but for notice or lapse of time or both would constitute a Servicer Default.

“Prime Rate” means, with respect to any Tranche or other amount denominated in U.S. Dollars and any date, the rate of interest per annum equal to the “U.S. Prime Rate” as reported from time to time in the Money Rates Section of the Eastern Edition of The Wall Street Journal or, if The Wall Street Journal shall cease publication or cease publishing the “U.S. Prime Rate” on a regular basis, such other regularly published average prime rate applicable to commercial banks as is acceptable to the Administrative Agent in its discretion.

“Program Manager” means, with respect to a Conduit Purchaser, the Person (if any) identified on Schedule 1 ( Purchaser Groups ) as the “Program Manager” for such Conduit Purchaser.

“Program Support Agreement” means and includes any agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of a Conduit Purchaser, the issuance of one or more surety bonds for which such Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by such Conduit Purchaser to any Program Support Provider of the Investments funded by such Conduit Purchaser (or portions thereof or participations therein) and/or the making of loans and/or other extensions of credit to such Conduit Purchaser in connection with

such Conduit Purchaser’s commercial paper program, together with any letter of credit, surety bond, swap or other instrument issued thereunder.

“Program Support Provider” means, with respect to any Conduit Purchaser, each Committed Purchaser with respect to such Conduit Purchaser and any other Person now or hereafter extending credit, or having a commitment to extend credit to or for the account of, or to make purchases from, such Conduit Purchaser or issuing a letter of credit, surety bond, swap or other instrument to support any obligations arising under or in connection with such Conduit Purchaser’s securitization program.

“Pro Rata Share” means, for any Committed Purchaser in any Purchaser Group (a) the Commitment of such Committed Purchaser, divided by the sum of the Commitments of all Committed Purchasers in such Purchaser Group and (b) after the Commitments of all the Committed Purchasers in such Purchaser Group have been terminated, the outstanding Invested Amount (in U.S. Dollars or the Dollar Equivalent) of the Investments funded by such Committed Purchaser, divided by the outstanding Invested Amount (in U.S. Dollars or the Dollar Equivalent) of the Investments funded by all the Committed Purchasers in such Purchaser Group.

“Purchase Price” has the meaning specified in the applicable Originator Sale Agreement or Intermediate Transfer Agreement.

“Purchaser Agent” means, with respect to any Purchaser Group, the Person identified as the “Purchaser Agent” for such Purchaser Group on Schedule 1 together with any successor thereto in such capacity appointed pursuant to Section 9 ( The Purchaser Agents ) and any Person that becomes a Purchaser Agent for a new Purchaser Group pursuant to Section 11.3(i) ( New Purchaser Groups ).

“Purchaser Agent’s Account” means, with respect to any Purchaser Agent, the account of the Purchaser Agent identified on Schedule 1 ( Purchaser Groups ), or such other account as such Purchaser Agent may designate in writing to the Seller, the Master Servicer and the Administrative Agent.

“Purchaser Agent Fee Letter” has the meaning specified in Section 2.4(b) ( Yield and Fees ).

“Purchaser Group” means a group consisting of one or more Conduit Purchasers, one or more Committed Purchasers and a Purchaser Agent for such Purchasers, as specified on Schedule 1 ( Purchaser Groups ) or in the Joinder Agreement pursuant to which such Purchaser Group is established pursuant to Section 11.3(i) ( New Purchaser Groups ).

“Purchaser Group Limit” means, with respect to any Purchaser Group, the aggregate Commitment(s) of the Committed Purchaser(s) in such Purchaser Group.

“Purchaser Group Percentage” means, for any Purchaser Group, the percentage equivalent of a fraction (expressed out to five decimal places), the numerator of which is the aggregate Commitments of all Committed Purchasers in such Purchaser Group and the denominator of which is the Aggregate Commitment.

“Purchaser Representative” has the meaning specified in Section 11.6(b) ( Confidentiality ).

“Purchasers” means, collectively, the Committed Purchasers and the Conduit Purchasers.

“Quotation Day” means, with respect to any Investment and any Tranche Period, the day on which it is market practice in the relevant interbank market for prime banks to give quotations for deposits in the currency of such Investment for delivery on the first day of such Tranche Period, as determined by the Administrative Agent. If such quotations would normally be given by prime banks on more than one day, the Quotation Day will be the last of such days.

“Rabobank” means Coöperatieve Rabobank U.A.

“Rate Type” means the Adjusted Eurocurrency Rate, the Base Rate, the CP Rate or the Albion Cost of Funds.

“Rating Agencies” shall mean on any date of determination the rating agencies then rating Commercial Paper at the request of any Conduit Purchaser.

“Rating Agency Condition” means, with respect to any event or circumstance, that each Rating Agency then rating the Commercial Paper of any Conduit Purchaser shall have confirmed to such Conduit Purchaser that such event or circumstance will not cause its rating of such Conduit Purchaser’s Commercial Paper to be reduced or withdrawn.

“Receivable” means any indebtedness and other payment obligations of any Obligor resulting from the provision or sale of merchandise, goods or services by an Originator, including the right to payment of any interest or Finance Charges, value added taxes or sales taxes, late payment charges, delinquency charges, extension or collection fees.

“Records” means, with respect to any Receivable, all Contracts, purchase orders, invoices, customer lists, credit files and other agreements, documents, books, records (including records relating to billing and collection matters) and other media for the storage of information including tapes, disks, punch cards, computer software and databases (including such licenses, sublicenses and/or assignments of contracts as may be required for the use of services and computer software that relate to the servicing of the Receivables) and related property with respect to the Receivable, the Related Security or the related Obligors.

“Register” has the meaning specified in Section 11.3(d) ( Register ).

“Reinvestment” has the meaning specified in Section 2.6(a) ( Collections prior to Facility Termination Date ).

“Related Security” means, with respect to any Receivable, all of the applicable Originator’s, applicable Intermediate Transferor’s or Seller’s, as applicable, right, title and interest in, to and under:

(a) all security interests, hypothecs, reservations of ownership, liens or other Adverse Claims and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements, registrations, hypothecs, charges or other similar filings or instruments against an Obligor and all security agreements describing any collateral securing such Receivable;

(b) all guarantees, insurance and other 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 ( provided that it is understood and agreed that notwithstanding anything herein or in any other Transaction Document to the contrary (i) no Transaction Party shall be required to take any action to cause any such guarantee, insurance or other agreement or arrangement to be transferred to or for the benefit of, or otherwise assigned, to the Administrative Agent or any Purchaser to the extent any such transfer or assignment requires the consent of any Person (other than a Transaction Party) or is prohibited by applicable Law, and (ii) any amounts received by any Transaction Party in respect of, or otherwise in connection with, such guarantee, insurance or other agreement or arrangement shall constitute “Related Security” for all purposes of the Transaction Documents, including any obligation of any Transaction Party under the Transaction Documents to promptly deposit amounts received in respect of Collections to a Facility Account);

(d) any and all goods (including Returned Goods, if any) and documentation or title evidencing the shipment or storage of any goods, the sale of which by the applicable Originator gave rise to such Receivable;

(e) all of the Seller’s and the applicable Intermediate Transferor’s right, title and interest in, to and under the Transaction Documents; and

(f) all Collections and proceeds of the foregoing.

“Release” has the meaning specified in Section 2.6(e)(vi) ( Collections prior to Facility Termination Date ).

“Reporting Date” means any date on which a Portfolio Report is required to be delivered by the Master Servicer pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement.

“Representatives” has the meaning specified in Section 11.6(a) ( Confidentiality ).

“Required Committed Purchasers” means Committed Purchasers representing more than 66 2/3% of the then outstanding Aggregate Commitment or, if the Aggregate Commitments have been reduced to zero, Committed Purchasers that represented more than 66 2/3% of the Aggregate Commitment immediately prior to such termination; provided that, subject to the terms of the relevant Program Support Agreement, so long as any Conduit Purchaser in any Purchaser Group holds any

Investments hereunder, the Committed Purchasers in such Purchaser Group shall give any vote or direction hereunder only with the consent or at the direction of the related Purchaser Agent on behalf of such Conduit Purchaser.

“Reserve Percentage” means the sum of (a) the greater of (i) the sum of (x) the Loss Reserve Ratio and (y) the Dilution Reserve Ratio, and (ii) the Floor Reserve Percentage; and (b) the Yield Reserve Ratio.

“Responsible Officer” means, with respect to any Transaction Party, the president, any vice president, a secretary, a director, any duly authorized officer, the chief financial officer, the treasurer, the comptroller, the assistant comptroller, the assistant treasurer, assistant secretary or, to the extent any of the foregoing are not recognized in a jurisdiction, the equivalent thereof in such jurisdiction, of such Transaction Party, or any other officer of such Transaction Party customarily performing functions similar to those performed by any of the above designated officers.

“Restricted Party” means any Person listed:

(a) in the Annex to the Executive Order;

(b) on the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC; or

“Restricted Payments” has the meaning specified in Section 5.1(n) ( Distributions, etc. ).

“Restricted Person” means a Person that is:

(a) listed on, or owned 50% or more by or controlled by a Person listed on any applicable Sanctions List; or

(b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a Person located in or organized under the laws of a country or territory that is the target of any applicable country-wide Sanctions.

For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The term “controlled” has the meaning correlative thereto.

“Returned Goods” means all right, title and interest in and to returned, repossessed or foreclosed goods and/or merchandise the sale of which gave rise to a Receivable; provided that such goods shall no longer constitute Returned Goods after a Deemed Collection has been received with respect to the full Unpaid Balance of the related Receivables.

“ RIBA Advance ” means any amount paid by an Italian Originator to an Italian Collection Account Bank in respect of any amount credited by such Italian Collection Account Bank to an Italian Collection Account in respect of a payment to be made by an Obligor of a Portfolio Receivable via the RIBA system and in respect of which

such Obligor subsequently defaulted in the making of such payment via the RIBA system.

“ RIBA Dilution ” means any reduction in the funds on deposit in any Italian Collection Account by an Italian Collection Account Bank in respect of any amount credited or otherwise advanced by such bank or financial institution in respect of a payment to be made by an Obligor of a Portfolio Receivable via the RIBA system and in respect of which such Obligor subsequently defaulted in the making of such payment via the RIBA system.

“ Rome 1 Convention ” means the Rome I Regulation (EU Regulation 593/2008) on the law applicable to contractual obligations as such may be amended from time to time.

“ Rule 17g-5 ” means Rule 17g-5 under the U.S. Securities Exchange Act of 1934 as such may be amended from time to time, and subject to such clarification and interpretation as has been provided by the Securities and Exchange Commission in the adopting release (Amendments to Rules for Nationally Recognized Statistical Rating Organizations, Exchange Act Release No. 34-61050, 74 Fed. Reg. 63,832, 63,865 (Dec. 4, 2009)) and subject to such clarification and interpretation as may be provided by the Securities and Exchange Commission or its staff from time to time.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC Business.

“Sanctioned Country” means any country subject to economic sanctions or trade restrictions of France, the United Nations, the European Union, the United Kingdom or the United States, that broadly prohibit or restrict dealings with such country (currently the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria.

“ Sanctions ” means any applicable economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

(a) the United States government;

(b) the United Nations;

(d) the United Kingdom;

(e) the relevant authorities of Switzerland; or

(f) the respective governmental institutions and agencies of any of the foregoing,

including without limitation, the Office of Foreign Assets Control of the US Department of the Treasury ( “ OFAC ” ), the United States Department of State, and Her Majesty’s Treasury (together “ Sanctions Authorities ” ).

“ Sanctions Authorities ” shall have the meaning given to it in the definition of “Sanctions”.

“ Sanctions List ” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, or any similar applicable list issued or maintained or made public by any of the Sanctions Authorities.

“ Scheduled Commitment Facility Termination Date” means, with respect to any Committed Purchaser, (a) the Original Termination Date, or (b) if the same is extended from time to time pursuant to the terms and conditions set forth under Section 2.20 ( Extension of Scheduled Commitment Facility Termination Date ), the date selected in accordance with Section 2.20(a) ; provided that the Scheduled Commitment Facility Termination Date may not be extended beyond the Final Termination Date without the consent of each Purchaser Agent.

“Secured Parties” means, collectively, the Purchasers, each Agent and each other Indemnified Party.

“Security Documents” means each Account Security Agreement and each other security agreement, deed of charge or other analogous agreement executed or delivered from time to time by the Seller or any Transaction Party pursuant to, or in connection with, the transactions contemplated by the Transaction Documents.

“Seller” means Bunge Securitization B.V., a private limited liability company organized under the laws of the Netherlands.

“Seller Event” means a “Seller Event” under, and as defined in, any Originator Sale Agreement.

“Seller Operating Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Seller Operating Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“Seller Operating Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Seller Operating Account Bank”, as such Schedule may be amended from time to time in accordance herewith.

“Seller Party” means the Seller or any Intermediate Transferor.

“Seller Payout Date” means a “Seller Payout Date” under, and as defined in, any Originator Sale Agreement.

“Seller Termination Date” means the “Termination Date” under, and as defined in, any Originator Sale Agreement.

“Seller Termination Event” means a “Seller Termination Event” under, and as defined in, any Originator Sale Agreement.

“Servicer Default” has the meaning specified in Section 2.9 ( Servicer Default ) of the Servicing Agreement.

“Servicer Parties” means, collectively, the Master Servicer and the Sub-Servicers.

“Servicing Agreement” means the Servicing Agreement, dated the Closing Date among the Master Servicer, the Seller, the Italian Intermediate Transferor, the Originators and the Administrative Agent.

“Servicing Fee” has the meaning specified in Section 2.10 ( Servicing Fee ) of the Servicing Agreement.

“Servicing Fee Percentage” means 0.50% per annum or, following a Servicer Default and the appointment of a successor Master Servicer pursuant to, and in accordance with, the Transaction Documents, such other rate per annum as may be reasonably agreed by such successor Master Servicer and the Administrative Agent (with the prior written consent of the Required Committed Purchasers).

“Settlement Date” means the sixteenth (16 th ) day of each calendar month or, if such day is not a Business Day, the immediately following Business Day; provided , however , that (i) at any time Weekly Reports are required to be delivered by the Master Servicer, the Settlement Date shall be the third (3 rd ) Business Day following the required date of delivery of the Weekly Report under the Servicing Agreement and (ii) on and after the occurrence of the Facility Termination Date, the Settlement Date shall be each Business Day specified by the Administrative Agent in its sole discretion.

“Settlement Date Investment” means each Investment on a Settlement Date made by the Purchasers to refinance the Aggregate Invested Amount maturing on such Settlement Date in accordance with Section 2.1(d) .

“Solvent” means (a) with respect to any German Originator, that such entity is neither unable to pay its debts as they fall due ( Zahlungsunfähigkeit ), nor is over indebted ( Überschuldung ), nor is threatened with insolvency ( drohende Zahlungsunfähigkeit ) nor has commenced negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or, for any of the reasons set out in §§ 17 to 19 (inclusive) of the German Insolvency Code (Insolvenzordnung) , and (b) with respect to any Person on a particular date, that on such date (i) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (ii) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Spanish Account Security Agreement” has the meaning specified in the Spanish RPA.

“Spanish Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “Spanish Collection

Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“Spanish Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “Spanish Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“Spanish Originator” has the meaning assigned to the term “Seller” in the Spanish RPA.

“Spanish RPA” means the Spanish Receivables Purchase Agreement, dated the Closing Date, among the Spanish Originator(s), the Spanish Seller Agent, the Seller and the Administrative Agent.

“Spanish Seller Agent” has the meaning assigned to the term “Seller Agent” in the Spanish RPA.

“Specified Deemed Collection Sections” means Section 2.8 ( Deemed Collections; application of payment s) of this Agreement and Section 2.13 ( Deemed Collections ) of the Servicing Agreement.

“Specified Seller Termination Event” means any Seller Termination Event other than the one described in Section 7.1(h) of the applicable Originator Sale Agreement.

“Spot Rate” means on any day, for the purpose of determining the Dollar Equivalent of any Local Currency, the rate at which such Local Currency may be exchanged into Dollars, at the end of the day London time, on such day on the Bloomberg or Reuters screen (Reuters Identification Code (RIC): FXBENCH) for such currency. In the event that such rate does not appear on either the Bloomberg or Reuters screen, the Spot Rate shall be determined by reference to the euro foreign exchange reference rate displayed on the appropriate page of the website of the European Central Bank (the URL of such page as at the date of this Agreement being http://www.ecb.int/stats/exchange/eurofxref/html/index.en.html); provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Statutory Reserves” means, with respect to any Committed Purchaser and any Investment made in any currency (other than U.S. Dollars), any currency, maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Bank of England, the Financial Services Authority, the European Central Bank or other Official Body for any category of deposits or liabilities customarily used to fund loans in such currency or by reference to which interest rates applicable to loans in such currency are determined, in each case expressed as a percentage of the Invested Amount in respect of such Investment, as determined by the Administrative Agent. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

“Stress Factor” means 2.25.

“Structuring Agent” means Rabobank.

“Sub-Servicer” has the meaning specified in Section 2.5 ( Sub-Servicers ) of the Servicing Agreement.

“Subordinated Lender” has the meaning specified in the Subordinated Loan Agreement.

“Subordinated Loan” has the meaning specified in the Subordinated Loan Agreement.

“Subordinated Loan Agreement” means the Subordinated Loan Agreement, dated the date hereof, between the Seller, the Administrative Agent, the Master Servicer and the Subordinated Lender.

“Subordinated Loan Investment Request” has the meaning specified in the Subordinated Loan Agreement.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned directly or indirectly through one or more intermediaries, or both, by such Person.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system number two.

“TARGET Day” means any day on which TARGET2 (or any replacement infrastructure) is open for the settlement of payments in Euro.

“Taxes” means any and all present or future taxes (including social security contributions and value added taxes), levies, imposts, duties (including stamp duties), deductions, charges (including ad valorem charges), withholdings or other charges of any nature whatsoever imposed by any Official Body.

“Total Eligible Receivables Balance” means at any time the Dollar Equivalent of an amount equal to:

(a) the aggregate Outstanding Balance of Portfolio Receivables that qualify as Eligible Receivables at such time, minus

(b) the Credit Note Reduction at such time, minus

(c) if the Applicable S&P Rating is below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is below “Baa3” (or withdrawn or suspended), the aggregate Obligor Payables at such time, minus

(d) the Accrual Reserve at such time.

“Tranche” has the meaning specified in Section 2.10 ( Tranches ).

“Tranche Period” means, with respect to any Tranche (a) initially the period commencing on (and including) the applicable Investment Date and ending on (and excluding) the next Settlement Date and (b) thereafter, each successive period commencing on (and including) the last day of the immediately preceding Tranche Period for such Tranche and ending on (and excluding) the next succeeding Settlement Date; provided that:

(i) any Tranche Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day ( provided that if Yield in respect of such Tranche Period is computed by reference to the Adjusted Eurocurrency Rate, and such Tranche Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Tranche Period shall end on the next preceding Business Day);

(ii) in the case of any Tranche Period of one day (A) if such Tranche Period is the initial Tranche Period for a Tranche, such Tranche Period shall be the applicable Investment Date, (B) any subsequently occurring Tranche Period which is one day shall, if the immediately preceding Tranche Period is more than one day, be the last day of such immediately preceding Tranche Period and, if the immediately preceding Tranche Period is one day, be the day next following such immediately preceding Tranche Period and (C) if such Tranche Period occurs on a day immediately preceding a day which is not a Business Day, such Tranche Period shall be extended to the next succeeding Business Day;

(iii) in the case of any Tranche Period for any Tranche which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination Date, such Tranche Period shall end on the Facility Termination Date and the duration of each Tranche Period which commences on or after the Facility Termination Date shall be as selected by the applicable Purchaser Agent; and

(iv) any Tranche Period in respect of which Yield is computed by reference to the CP Rate or Albion Cost of Funds may be terminated at the election of the Purchaser Agent, at any time, in which case the Tranche allocated to such terminated Tranche Period shall be allocated to a new Tranche Period commencing on (and including) the date of such termination and ending on (but excluding) the next Settlement Date, and shall accrue Yield at the Alternate Rate.

“Transaction Documents” means this Agreement, the Bank Release Agreements, the Intermediate Transfer Agreements, the Originator Sale Agreements, the Servicing Agreement, the Security Documents, the Performance Undertaking, the Subordinated Loan Agreement, the Fee Letters and all other instruments, documents and agreements executed and/or delivered pursuant to or in connection therewith.

“Transaction Parties” means, collectively, the Seller, each Originator, the Performance Undertaking Provider, the U.S. Intermediate Transferor, the Master

Servicer (so long as it is an Originator or an Affiliate thereof), each Sub-Servicer (so long as it is an Originator or an Affiliate thereof) and any Subordinated Lender.

“Transaction Party Obligations” means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller or any other Transaction Party in any capacity to the Secured Parties arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include the Aggregate Invested Amount, Yield accrued and to accrue to maturity with respect to all Tranche Periods at such time, Fees, and all other amounts owed and payable (whether or not due and payable) by the Seller or any other Transaction Party under or in connection with this Agreement or any other Transaction Document (whether in respect of fees, expenses, indemnifications, breakage costs, increased costs or otherwise), including interest, fees and other obligations that accrue after the commencement of any bankruptcy, insolvency or similar proceeding (including any Event of Bankruptcy) with respect to any Transaction Party (in each case whether or not allowed as a claim in such proceeding).

“ Transaction SPV ” means the Seller and the U.S. Intermediate Transferor.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

“Uncollectible” means a Portfolio Receivable which is not collectible because of the financial inability of the relevant Obligor to pay such Portfolio Receivable.

“Unpaid Balance” means, with respect to any Receivable at any time, the unpaid amount of such Receivable at such time, excluding any Finance Charges.

“U.S.” means the United States of America.

“U.S. Account Security Agreement” has the meaning specified in the U.S. RPA.

“U.S. Collection Account” means any account set forth on Schedule 5 ( Facility Accounts and Account Banks ) hereto under the heading “U.S. Collection Accounts”, as such Schedule may be amended from time to time in accordance herewith.

“U.S. Collection Account Bank” means any bank or other financial institution set forth on Schedule 5 ( Facility Accounts and Account Banks ) under the heading “U.S. Collection Account Banks”, as such Schedule may be amended from time to time in accordance herewith.

“U.S. Dollars” and “$” each mean the lawful currency of the United States of America.

“U.S. Intermediate Transfer Agreement” means the U.S. Intermediate Transfer Agreement, dated the Closing Date, between the U.S. Intermediate Transferor and the Seller.

“U.S. Intermediate Transferor” means Bunge North America Capital, Inc., a Delaware corporation.

“U.S. Originator” has the meaning assigned to the term “Seller” in the U.S. RPA.

“U.S. RPA” means the U.S. Receivables Purchase Agreement, dated the Closing Date, among the U.S. Originator(s), the U.S. Seller Agent and the U.S. Intermediate Transferor.

“U.S. Seller Agent” has the meaning assigned to the term “Seller Agent” in the U.S. RPA.

“ Volcker Rule ” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

“ Voting Stock ” means, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weekly Report” means a report furnished by the Master Servicer pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement substantially in the form attached as Exhibit A-2 ( Form of Weekly Report ) to the Servicing Agreement.

“ Write-Off Ratio ” means the ratio (expressed as a percentage) computed as of each Monthly Reporting Date for the immediately preceding Calculation Period by dividing (a) the aggregate amount (in U.S. Dollars or the Dollar Equivalent) of Portfolio Receivables which were written-off as Uncollectible during that Calculation Period, by (b) the Outstanding Balance of Receivables as of the last day of the Calculation Period prior to such immediately preceding Calculation Period.

“Yield” means, for any Tranche and any Tranche Period, the sum of:

(a) for each day during such Tranche Period, the result of the following:

plus

(b) the Liquidation Fee, if any, for such Tranche for such Tranche Period

where:

YR = the Yield Rate for such Tranche for such day;

IA = the aggregate Invested Amount of such Tranche on such day;

Y = (a) in the case of a Tranche denominated in U.S. Dollars accruing interest at the Base Rate or a Tranche denominated in Canadian Dollars accruing interest at the Eurocurrency Rate by reference to CDOR, 365 or 366, as applicable, and (b) in the case of any other Tranche, 360 (or, in the event the practice of the relevant interbank market differs, in accordance with such market practice);

provided that no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable Law; and provided , further , that Yield for any Tranche shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Yield Rate” means, with respect to any Tranche for any day, (a) if such Tranche is funded on such day by Albion, the Albion Cost of Funds plus the Applicable Margin, (b) if such Tranche is funded on such day by any other Conduit Purchaser through the issuance of Commercial Paper or a Committed Purchaser which is refinanced, directly or indirectly, through the issuance of Commercial Paper, the CP Rate plus the Applicable Margin and (c) otherwise, the Alternate Rate; provided that, and notwithstanding anything herein to the contrary, at all times that a Facility Termination Event has occurred and is continuing or following the declaration of the Facility Termination Date following the occurrence of a Portfolio Event, the Yield Rate for all Tranches shall be a rate per annum equal to the Default Rate.

“Yield Reserve Ratio” means, as of any Monthly Reporting Date and continuing until (but not including) the next Monthly Reporting Date, an amount (expressed as a percentage) that is calculated as follows:

YRR = SF x AR x (DSO/360)

where:

YRR = Yield Reserve Ratio;

SF = the Stress Factor;

AR = the sum of (i) the “Applicable Rate”, defined as the sum of (a) the one-month rate calculated as the weighted average Eurocurrency Rate weighted by the Eurocurrency Tranche sizes as of such Monthly Reporting Date plus (b) the Applicable Margin for Tranches funded with reference to the Eurocurrency Rate, and (ii) the Servicing Fee Percentage; and

DSO = the Days Sales Outstanding.

1.2 Other terms

All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (c) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (d) references to any Section, Schedule or Exhibit are references to

Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (e) the term “including” means “including without limitation”; (f) references to any Law refer to that Law as amended or re-enacted from time to time and include any successor Law; (g) references to any agreement refer to that agreement as from time to time amended, supplemented or novated or as the terms of such agreement are waived or modified in accordance with its terms; (h) references to any Person include that Person’s successors and permitted assigns; (i) references to “set-off” shall include analogous rights under applicable Law, (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof; and (k) where in any Transaction Document there is an obligation to “perfect” a transfer, assignment, charge or other transaction, that shall be construed as an obligation to take all steps necessary in all relevant jurisdictions to make such transfer or other transaction valid as between the transferring parties and any creditor or hypothetical creditor of the transferor, including in any applicable insolvency proceedings.

1.3 Computation of time periods

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”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date”.

2. AMOUNTS AND TERMS OF THE PURCHASES

2.1 The Purchases

(a) On the terms and subject to the conditions hereof, the Seller hereby agrees to sell and assign and hereby sells, assigns and transfers to the Administrative Agent (on behalf of the Purchasers), and the Administrative Agent (on behalf of the Purchasers) hereby agrees to purchase and accept and hereby purchases and accepts from the Seller, all Portfolio Receivables, together with all Related Security and Collections and all proceeds of or payments in respect of any and all of the foregoing, in each case existing on the date of the initial Incremental Investment hereunder or thereafter arising and acquired by the Seller from time to time prior to the Facility Termination Date (in the aggregate, the “Portfolio” ). The Administrative Agent shall hold the Portfolio on behalf of the Purchasers in each Purchaser Group in accordance with the respective portions of the Portfolio funded by that Purchaser Group from time to time. For the avoidance of doubt, the Administrative Agent shall have no right, title or interest in the Portfolio other than to hold the Portfolio for the benefit of each individual Purchaser in accordance to such Purchaser’s pro rata share, calculated as such Purchaser’s Invested Amount as a percentage of the Aggregate Invested Amount. The assignment and transfer is made to the Administrative Agent (on behalf of the Purchasers) solely as an administrative convenience.

(b) On the terms and subject to the conditions hereof (including Section 3 ( Conditions of Purchases )), on the Initial Purchase Date and thereafter from time to time prior to the Facility Termination Date, each Conduit Purchaser may in its sole discretion and each Committed Purchaser shall, if the Conduit Purchaser in its related Purchaser Group elects not to do so, make Incremental Investments in the Portfolio to purchase Receivables and all Related Security and Collections, in an amount in any Approved Currency specified by the Seller (or the Master Servicer on behalf of the Seller) in accordance with Section 2.2(a) , for each Purchaser Group, equal to its Purchaser Group Percentage of each Incremental Investment requested by the Seller pursuant to Section 2.2 ( Purchase procedures ); provided that, after giving effect to such Incremental Investments:

(i) the aggregate Invested Amount for any Purchaser Group shall not exceed its Purchaser Group Limit; and

(ii) the Aggregate Invested Amount shall not exceed the lesser of (A) the Facility Limit and (B) the Funding Base.

(c) The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Administrative Agent, any Purchaser Agent or any Purchaser, of any obligation of the Seller, any Originator, the Master Servicer or any other Person under or in connection with the Portfolio, all of which shall remain the obligations and liabilities of the Seller and the Master Servicer, as applicable.

(d) The Seller, the Agents and the Purchasers intend that the sale, assignment and transfer of the Portfolio to the Administrative Agent (on behalf of the Purchasers) hereunder shall be treated as a sale for all purposes, other than tax purposes as further described below. If, notwithstanding the intent of the parties, such sale, assignment and transfer of the Portfolio to the Administrative Agent (on behalf of the Purchasers) is not treated as a sale for all purposes, other than tax purposes as further described below, such sale, assignment and transfer of the Portfolio shall be treated as the grant of, and the Seller hereby does grant, a security interest in all right, title and interest of the Seller in, to and under (i) the Portfolio, (ii) all Transaction Documents, all Related Security and all Account Security Agreements, (iii) all other Collateral and (iv) all accounts, general intangibles, chattel paper, instruments, securities, financial assets, investment property, commercial tort claims, deposit accounts, documents, goods and letter-of-credit rights, supporting obligations, securities entitlements (in each case as defined in the UCC) and any and all other personal property and assets of any type or nature in which it has an interest, and all proceeds of the foregoing, in each case, to secure the payment and performance of the Seller’s obligations to the Administrative Agent (on behalf of the Purchasers) and the other Secured Parties hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. For all federal, and applicable state and local, income and franchise tax purposes, the Seller and the Agents agree, and each Purchaser by acquiring an Investment agrees, to treat and report each Investment as indebtedness issued by the Seller. The parties hereto agree that each Investment shall be due and payable to the holder thereof on each

Settlement Date. Each Conduit Purchaser that is a U.S. Person, or that otherwise is subject to U.S. federal income taxation on a net basis, which is funding all or any portion of its Investment by the issuance of Commercial Paper in an Approved Currency other than U.S. Dollars shall match fund such Commercial Paper (and any related hedging arrangements) to correspond to each Tranche Period.

On each Settlement Date prior to the Facility Termination Date (upon the terms and subject to the conditions hereof), each Conduit Purchaser may make a Settlement Date Investment in respect of its then-current outstanding Investment (and, to the extent such Conduit Purchaser decides not to make a Settlement Date Investment, its related Committed Purchasers shall make such Settlement Date Investment) in an amount equal to (and in repayment of) all then-current outstanding Investments (it being understood and agreed by the parties hereto that each such Settlement Date Investment shall constitute a new Investment by the relevant Purchaser hereunder). If the Aggregate Invested Amount is to decrease on a Settlement Date, each Settlement Date Investment made by the Purchasers on such date shall be reduced by their respective pro rata shares of the reduced Aggregate Invested Amount (and the reduction in the Aggregate Invested Amount shall be paid to the applicable Purchasers in the relevant Approved Currency in accordance with Section 2.6(f) hereof). If the Aggregate Invested Amount is to increase on a Settlement Date, each Settlement Date Investment by the Purchasers made on such date shall be increased by their respective pro rata shares of the increased Aggregate Invested Amount (i.e., through an Incremental Investment in accordance with the terms hereof). The Settlement Date Investments, any reductions in the Aggregate Invested Amount and any Incremental Investment shall all be set forth in a single Investment Request with respect to each Settlement Date, which Investment Request shall be delivered for each Settlement Date, regardless of whether the Aggregate Invested Amount is changing on such Settlement Date.

(e) If there is more than one Committed Purchaser in a Purchaser Group, each such Committed Purchaser shall purchase its Pro Rata Share of such Purchaser Group’s Purchaser Group Percentage of each Investment, to the extent not purchased by the related Conduit Purchaser. In the event that one or more of such Committed Purchasers in any such Purchaser Group fails to purchase such Pro Rata Share as required hereunder, each of the other non-defaulting Committed Purchasers in such Purchaser Group shall purchase their Pro Rata Share (calculated without giving effect to such defaulting Committed Purchaser’s Commitment) of such Purchaser Group’s Purchaser Group Percentage of such Investment subject to the other terms and conditions hereof (including Section 2.2(c)(iii) ( Committed Purchaser’s Commitment )).

(f) Each Incremental Investment in the Portfolio hereunder shall be in a minimum Invested Amount equal to such amount as will ensure that after giving effect to such Incremental Investment (A) no Purchaser Group’s Purchaser Group Percentage of the Aggregate Invested Amount (including the Dollar Equivalent of all Investments to be made on the applicable Investment Date in each Approved Currency) would be less than $10,000,000 and (B) each

Purchaser Group’s Purchaser Group Percentage of the Aggregate Invested Amount would be an integral multiple of $100,000 or, in the case of any Investment denominated in a Local Currency, 100,000 units of such Local Currency.

2.2 Purchase procedures

(a) Investment Request.

(i) The Seller shall request an Incremental Investment hereunder by submitting (or causing the Master Servicer to execute and submit on behalf of the Seller) to the Administrative Agent a written notice, substantially in the form of Exhibit B ( Form of Investment Request ) (each, an “Investment Request” ), prior to 11 a.m. (London time) on any Monthly Reporting Date (and the Administrative Agent shall forward such Investment Request to each Purchaser Agent by 12:00 noon (London time) on the same Business Day), requesting an Incremental Investment on the immediately following Settlement Date (each, an “Investment Date” ), or such other times agreed upon by the Seller, the Master Servicer and the Agents.

(ii) Each Investment Request shall, among other things (A) specify (I) the desired Approved Currencies for the requested Incremental Investment, determined in accordance with Section 2.2(e) , (II) for each such Approved Currency, the amount of the requested Incremental Investment and the Spot Rate used in determining the Dollar Equivalent thereof, and (III) the Aggregate Invested Amount after giving effect to such Incremental Investment and (B) certify that, after giving effect to the proposed Incremental Investment, the Aggregate Invested Amount shall not exceed the lesser of (x) the Facility Limit and (y) the Funding Base. Each Investment Request shall be irrevocable and binding on the Seller.

(b) Conduit Purchaser Acceptance or Rejection.

Each Purchaser Agent will promptly notify its related Conduit Purchasers of its receipt of any Investment Request. If a Conduit Purchaser rejects an Investment Request, the related Purchaser Agent shall promptly notify the related Committed Purchasers of such rejection.

(i) If a Conduit Purchaser rejects an Investment Request, any Incremental Investment requested by the Seller in such Investment Request that would otherwise be made by such Conduit Purchaser shall be made by the related Committed Purchasers in its Purchaser Group on a pro rata basis in accordance with their respective Pro Rata Shares of such Incremental Investment.

(ii) The obligations of any Committed Purchaser to make Incremental Investments hereunder are several from the obligations of any other

Committed Purchasers (whether or not in the same Purchaser Group). The failure of any Committed Purchaser to make Incremental Investments hereunder shall not release the obligations of any other Committed Purchaser (whether or not in the same Purchaser Group) to make Incremental Investments hereunder, but no Committed Purchaser shall be responsible for the failure of any other Committed Purchaser to make any Incremental Investment hereunder other than as described in Section 2.1(e) ( The Purchases ).

(iii) Notwithstanding anything herein to the contrary, a Committed Purchaser shall not be obligated to fund any Incremental Investment at any time on or after the Facility Termination Date, at any time a Facility Event exists or would exist after making such Incremental Investment, or if, after giving effect thereto, the Dollar Equivalent of the aggregate outstanding Invested Amount of the Incremental Investment funded by such Committed Purchaser hereunder would exceed an amount equal to (A) such Committed Purchaser’s Commitment less (B) the Dollar Equivalent of such Committed Purchaser’s ratable share of the aggregate outstanding Invested Amount held by the Conduit Purchaser in such Committed Purchaser’s Purchaser Group.

(d) Disbursement of Funds.

On each Investment Date, each applicable Purchaser shall remit its share of the aggregate amount of the Incremental Investment requested by the Seller as determined above to the applicable Seller Operating Account specified therefor by (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies by wire transfer of same day funds. Upon receipt of such funds by such deadline, the Administrative Agent shall remit such funds by (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies to the account specified by the Seller (or the Master Servicer on its behalf) in the relevant Investment Request by wire transfer of same day funds (it being understood that if funds are not deposited by the applicable Purchasers by (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies, the Administrative Agent may (but shall have no obligation to) remit such funds by (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies. To the extent (i) the Administrative Agent remits any funds at the direction of the Seller or Master Servicer and any applicable Purchaser shall fail to remit its share of the aggregate amount of the Incremental Investment requested by the Seller as determined above within the timeframe set forth above, (ii) the Administrative Agent fails to remit any funds as required by the timeframe set forth above or as required by the timeframe set forth in Section 2.9(a) or (iii) any Purchaser shall fail to remit its share of any Incremental Advance by the timeframe set forth above, interest thereon shall be payable by the applicable late Person and accrue for the benefit of the applicable recipient on such amounts at the Default Rate.

(e) Denomination of Investments.

Each Incremental Investment made by the Purchasers hereunder shall be denominated in an Approved Currency. Notwithstanding anything herein or in any other Transaction Document to the contrary, the Seller shall not request any Incremental Investment, and the Purchasers shall not be obligated to make any such Incremental Investment, hereunder if, after giving effect thereto, the Dollar Equivalent of the aggregate Invested Amounts of the Investments held by the Purchasers in each Approved Currency would exceed the product of (A) the Currency Percentage for such Approved Currency set forth in the most recent Portfolio Report delivered under the Servicing Agreement (plus or minus 1.0%) and (B) the Net Eligible Receivables Balance. Notwithstanding the foregoing, the Seller may request an Incremental Investment denominated in Dollars or Euros, regardless of the Currency Percentage for such currency, if each Purchaser Agent has consented thereto and hedging agreements or hedging reserves satisfactory to the Purchaser Agents have been implemented with respect thereto.

(f) Redenomination of Local Currencies.

(i) Each obligation of any party to this Agreement to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Amendment Effective Date shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of yield expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London Interbank Market for the basis of accrual of yield in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Investment in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Investment, at the end of the then current Tranche Period.

(ii) Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU Legislation and (A) without limiting the liability of the Seller for any amount due under this Agreement and (B) without increasing any Commitment of any Committed Purchaser, all references in this Agreement to minimum amounts (or integral multiples thereof) denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Amendment Effective Date shall, immediately upon such adoption, be replaced by references to such minimum amounts (or integral multiples thereof) as shall be specified herein with respect to Investments denominated in Euro.

2.3 Use of proceeds

The Seller shall use the proceeds of the Investments only to (a) pay the Purchase Price for Receivables, pursuant to and in accordance with the terms of the Originator Sale Agreements and Intermediate Transfer Agreements, (b) refinance Investments denominated in one Approved Currency with Investments denominated in another Approved Currency for the purpose of satisfying the requirements set forth in Section 2.2(e) ( Denomination of Investments ) and (c) pay transaction fees, costs and expenses incurred in connection with the consummation of the transactions contemplated by the Transaction Documents (with such fees, costs and expenses reflected in the applicable Discount Percentage deducted under the applicable Originator Sale Agreements); provided that, notwithstanding anything herein or in any other Transaction Document to the contrary, the Seller shall not use all or any portion of the proceeds of any Incremental Investment to pay the Purchase Price for any Receivable (i) to the extent Weekly Reports are then required to be delivered pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement, if a Weekly Report has not been delivered on such day pursuant to and in accordance with such Section 2.3 , or (ii) that was originated by an Originator with respect to which a Seller Event has occurred and is continuing.

2.4 Yield and Fees

(a) On each Settlement Date and in accordance with the requirements of Section 2.9(a) , the Seller shall pay (in immediately available funds in the currency of such Tranche) to the Administrative Agent (for transfer by the Administrative Agent to the relevant Purchaser Agent, for the account of the Purchasers in such Purchaser Agent’s Purchaser Group), all Yield that is due and owing on such Settlement Date (i.e., for all Tranche Periods ending on such Settlement Date) with respect to all outstanding Tranches.

(b) The Seller shall pay to the Administrative Agent (for transfer to the applicable recipient) certain Fees in the amounts and on the dates set forth in (i) the fee agreement of even date herewith between the Seller, the Performance Undertaking Provider and the Administrative Agent (the “Administrative Agent Fee Letter” ) and (ii) the fee agreement of even date herewith between the Seller, the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents (the “Purchaser Agent Fee Letter” ).

(c) On the second (2 nd ) Business Day immediately before each Reporting Date each Purchaser Agent shall furnish the Seller and the Master Servicer with an invoice setting forth the amount of the Yield and Fees that are due and owing on the immediately succeeding Settlement Date for such Tranche Period with respect to the Tranches held by the Purchaser(s) in such Purchaser Agent’s Purchaser Group. To the extent necessary, such Yield shall be calculated using an estimate of the Yield Rate for the remaining days in such Tranche Period; provided that such Yield shall be adjusted as follows: if the Purchaser Agent shall have used an estimate of the Yield Rate with respect to the preceding Tranche Period, the Purchaser Agent shall compute the actual Yield Rate and Yield for such Tranche Period and (i) if the actual Yield so computed is greater than the estimated Yield calculated for such preceding Tranche Period, the Yield calculated pursuant to the preceding sentence for the current

Tranche Period shall be increased by the amount of such difference, and (ii) if the actual Yield so computed is less than the estimated Yield for such preceding Tranche Period, the Yield calculated pursuant to the preceding sentence for the current Tranche Period shall be decreased by the amount of such difference.

2.5 Payments

The Seller:

(a) shall, immediately upon acceleration of the Transaction Party Obligations pursuant to Section 7.2 ( Termination of Facility ), repay all outstanding amounts payable hereunder in accordance with the priority of payments set forth in Section 2.7 ( Collections after Facility Termination Date );

(b) shall, if on any date the Aggregate Invested Amount exceeds the lesser of (i) the Facility Limit and (ii) the Funding Base as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement, pay such amounts on such date (which payment shall be effected by making a deposit to the applicable Seller Operating Account for application in accordance with Section 2.6 ( Collections prior to Facility Termination Date ) or Section 2.7 ( Collections after Facility Termination Date ), as applicable) in an amount sufficient to cause the Aggregate Invested Amount to be less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base; and

(c) from and after the Facility Termination Date, shall make payments out of Collections available for such purpose pursuant to Section 2.7 ( Collections after Facility Termination Date ).

2.6 Collections prior to Facility Termination Date

(a) If at any time any Collections are received by the Master Servicer prior to the Facility Termination Date and are available for reinvestment pursuant to Sections 2.6(e)(vi) and 2.6(j)(ii) , the Seller hereby requests and each Purchaser hereby agrees to make, subject to the terms and conditions set forth in the Agreement (including Section 3.2 ), simultaneously with such receipt, a reinvestment (each, a “ Reinvestment ”) in additional Receivables acquired by the Seller with the Collections received by the Master Servicer such that after giving effect to such Reinvestment, the Aggregate Invested Amount immediately after such receipt and corresponding Reinvestment shall be equal to an amount up to the Aggregate Invested Amount immediately prior to such receipt. Collections received by the Master Servicer prior to the Facility Termination Date in excess of amounts to be reinvested shall be applied in accordance with Section 2.6(e) . Prior to the Facility Termination Date, Collections for such Reinvestment or application pursuant to Section 2.6(e) may be transferred by the Master Servicer directly from the Collection Accounts to an account designated by the Master Servicer and applied to pay the Purchase Price, Deferred RPA Purchase Price or Advanced Purchase Price for Receivables under the Originator Sale Agreements and Intermediate Transfer Agreements or for the payment of other amounts described in Section 2.6(e) .

(b) (i) Prior to the Final Payout Date, until the Aggregate DPP has been paid in full, the Subordinated Lender, pursuant to the Subordinated Loan Agreement, shall make available to the Seller a Subordinated Loan in an amount equal to the Aggregate DPP determined in accordance with Section 2.19(a) ( Proceeds of Subordinated Loans ). Each amount allocated and paid to reduce the Subordinated Loan hereunder shall constitute a payment of a corresponding amount of the Aggregate DPP hereunder.

(ii) Prior to the Final Payout Date, the Aggregate DPP shall only be paid to the extent funds are available for such purpose pursuant to Section 2.6(j)(iii) or Section 2.7(d) . On each Business Day on and after the Final Payout Date until the date the Aggregate DPP is paid in full, the Master Servicer, on behalf of the Administrative Agent, shall pay to the Seller, in repayment of the Aggregate DPP, all Collections thereafter received less any accrued and unpaid Servicing Fee, which shall be retained by the Master Servicer.

(iii) The Aggregate DPP shall be payable solely from Collections available therefor at the times and in the manner provided herein.

(iv) Each of the parties hereto hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, all Collections which are allocated to the payment of any Deferred Purchase Price (and the Aggregate DPP) in accordance with the terms of this Agreement (the “ DPP Collections ”) (A) shall be set aside and held in trust by the Master Servicer for the benefit of the Seller and shall be paid by the Master Servicer only to the Seller (or as the Seller otherwise directs) in accordance with the terms of this Section 2.6 ( Collections prior to Facility Termination Date ) and Section 2.7 ( Collections after Facility Termination Date ), and (B) shall not constitute an asset of the Administrative Agent or the Purchasers or be available to satisfy the claims of any of their respective creditors. In the event that the Administrative Agent or any Purchaser receives any payment or distribution hereunder out of the DPP Collections which, pursuant to the terms hereof, should be allocated to the payment of the Deferred Purchase Price, such party shall, and the Purchasers hereby direct and authorize the Administrative Agent to, pay such amount to the Seller in repayment of the Deferred Purchase Price.

(c) Notwithstanding any provision contained in this Agreement or any other Transaction Document to the contrary, the Purchaser Agents, the Purchasers and the Administrative Agent shall not, and shall not be obligated (whether on behalf of the Purchaser Agent, a Purchaser or otherwise) to, pay any amount to the Seller as a Reinvestment or in respect of any portion of the Aggregate DPP, except to the extent of Collections on Receivables available for distribution to the Seller in accordance with this Agreement. In addition, notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document, any obligations of the Conduit Purchasers under this Agreement and all other Transaction Documents shall be payable by such Conduit Purchaser solely to the extent of funds received from the Seller in

accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay such Person’s matured and maturing commercial paper or other senior indebtedness (it being acknowledged and agreed by the Conduit Purchasers that the DPP Collections shall only be applied to repay the Aggregate DPP and shall not be applied to pay such Person’s matured and maturing commercial paper or other senior indebtedness). Any amount which the Administrative Agent, a Purchaser Agent or a Purchaser is not obligated to pay pursuant to the two preceding sentences shall not constitute a claim (as defined in § 101 of the U.S. Bankruptcy Code) against, or corporate obligation of, the Administrative Agent, the Purchaser Agent or Purchaser, as applicable, for any such insufficiency unless and until such amount becomes available for distribution to the Seller pursuant to the terms hereof.

(d) On each Business Day prior to the Facility Termination Date, the Seller shall (and shall cause the Master Servicer to) cause:

(i) all Collections and other amounts in respect of the Portfolio Receivables, the Related Security or the Collateral to be deposited directly into a Collection Account; and

(ii) all Collections otherwise received directly by any Transaction Party in respect of the Portfolio Receivables, the Related Security or the Collateral to be deposited into a Collection Account no later than the second (2 nd ) Business Day immediately following the day on which such amounts were received and identified;

(e) On each Business Day prior to the Facility Termination Date, subject to the provisions of Section 11.1 , the Seller shall (and shall cause the Master Servicer to) cause all Collections received in the Collection Accounts (including, if applicable, any investment earnings received with respect to funds on deposit in such Collection Accounts) to be applied to the following items (as determined by the Master Servicer in its discretion):

(i) to be retained in one or more Collection Accounts for the benefit of the Master Servicer (to be distributed to the Master Servicer on the following Settlement Date), an amount equal to the aggregate Servicing Fee that will be due and owing on the following Settlement Date;

(ii) for deposit to the Seller Operating Account for the benefit of the relevant Persons, an amount equal to the aggregate Yield and Fees that will be due and owing on the following Settlement Date;

(iii) to pay operating costs, expenses, Agreed Annual Income and taxes of the Seller then due and payable, as instructed by the Seller; provided that the aggregate amount so paid during any calendar year shall not exceed EUR 100,000;

(iv) to pay to the Master Servicer, for the benefit of the applicable Italian Originators, an amount equal to any unreimbursed RIBA Advances;

(v) if as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement the Aggregate Invested Amount exceeds the lesser of (A) the Facility Limit and (B) the Funding Base, for deposit to the applicable Seller Operating Account an amount necessary to cause the Aggregate Invested Amount to be less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base, as applicable; and

(vi) to remit any remaining Collections to the Seller for application in accordance with Section 2.6(j) below (any such remittance, a “Release” ); provided that, if the conditions precedent for such Release set forth in Section 3.2 ( Conditions precedent to all Incremental Investments, Reinvestments and Releases ) are not satisfied, the Seller shall (and shall cause the Master Servicer to) cause any such remaining Collections to be retained in the applicable Seller Operating Accounts and shall apply such Collections in accordance with this Section 2.6 or Section 2.7 ( Collections after Facility Termination Date ) on the next Business Day.

(f) On each Settlement Date, the Seller shall (and shall cause the Master Servicer to) pay the following amounts in the following order of priority from amounts on deposit in the Seller Operating Accounts:

(i) to the Administrative Agent (for the benefit of the relevant Purchasers) all Yield that is due and owing on such Settlement Date;

(ii) to the Administrative Agent (for the benefit of the relevant Purchasers), the Fees that are due and owing on such Settlement Date;

(iii) to the Master Servicer, the Servicing Fee that is due and owing on such Settlement Date (to the extent not paid from Collections retained in the Collection Accounts in accordance with Section 2.6(e)(i)) ;

(iv) to the Administrative Agent (for the benefit of the relevant Purchasers) an amount in reduction of the Aggregate Invested Amount (ratably in accordance with the Dollar Equivalent of the outstanding Invested Amounts of each) equal to the excess of the Aggregate Invested Amount over the lesser of (A) the Facility Limit and (B) the Funding Base; and

(v) if any Transaction Party Obligations (other than any amount described in Sections 2.6(f)(i) and (ii) ) are then due and payable by the Seller to any Secured Party, pay to each such Secured Party (ratably in accordance with the amounts owing to each) the Transaction Party Obligations so due and payable (in the currency in which such Transaction Party Obligations are payable).

(g) To the extent practicable, the Master Servicer shall cause all Collections applied pursuant to Section 2.6(e) in respect of any Transaction Party Obligations to be denominated in the same currency in which such Transaction Party Obligations are payable. To the extent that Transaction

Party Obligations payable or to become payable in any currency exceed the amount of Collections in that currency and available for such payment, and Collections in any other currency are available for such payment, the Master Servicer shall allocate such other Collections to the payment of such Transaction Party Obligations, and on the relevant payment date the Master Servicer shall cause such other Collections to be converted into the relevant currency of payment in accordance with Section 2.16 ( Conversion of Currencies ) and shall apply the amounts so converted to the making of such payment.

(h) In the event any deposit is made to a Seller Operating Account pursuant to Section 2.6(e)(v) , the amount of such deposit shall be allocated among all Purchaser Groups ratably in proportion to the aggregate Invested Amount in respect of the Investments held by each and distributed on the next Settlement Date for application to the repayment of the Investments held by such Purchaser Group. Notwithstanding the foregoing, if on any Business Day after such deposit is made and prior to the distribution of such deposit pursuant to this Section 2.6(h) , the Master Servicer delivers a Portfolio Report with more recent data indicating that the Aggregate Invested Amount is less than or equal to the lesser of (i) the Facility Limit and (ii) the Funding Base, the Seller may (or may cause the Master Servicer to) withdraw the Collections so deposited for application in accordance with Section 2.6(e)(v) to the extent that, after giving effect to such withdrawal and application, the Aggregate Invested Amount is less than or equal to the lesser of (i) the Facility Limit and (ii) the Funding Base.

(i) [Reserved.]

(j) Any Collections remitted to the Seller pursuant to Section 2.6(e)(vi) shall be applied by the Master Servicer, on behalf of the Seller:

(i) first, if so requested by the Master Servicer (acting on behalf of the Seller), to pay or prepay (or set aside for the payment or prepayment of) Investments or other Transaction Party Obligations that are then due and payable;

(ii) second, to pay the Purchase Price, Deferred RPA Purchase Price or Advanced Purchase Price for Receivables pursuant to (and in accordance with) the Originator Sale Agreements or Intermediate Transfer Agreements, as the case may be ( provided that, notwithstanding anything herein or in any other Transaction Document to the contrary, the Seller shall not use all or any portion of the proceeds of any Release to pay the purchase price for any Receivable that was originated by an Originator with respect to which a Seller Termination Event has occurred and is continuing); and

(iii) third, (A) prior to the Final Payout Date, only if no Facility Event or Portfolio Event then exists, or (B) after the Final Payout Date has occurred, to make payments pursuant to the Subordinated Loan Agreement (such amount to be allocated among the Subordinated Lenders ratably in accordance with the proportion of such amounts

owing to each such Person); provided that unless such date is a Settlement Date, the aggregate amount of payments made pursuant to this clause (iii) since the prior Settlement Date shall not exceed the amount of Subordinated Loans borrowed by the Seller since the prior Settlement Date (excluded).

2.7 Collections after Facility Termination Date

(a) On the Facility Termination Date, and on each Business Day thereafter until the Final Payout Date, the Seller shall (and shall cause the Master Servicer to) cause:

(i) all Collections and other amounts in respect of the Portfolio Receivables, the Related Security or the Collateral to be deposited directly into a Collection Account and then transferred to a Seller Operating Account, no later than the second (2 nd ) Business Day immediately following the day on which such amounts were deposited into such Collection Accounts; and

(ii) all Collections and other amounts in respect of the Portfolio Receivables, the Related Security or the Collateral otherwise received by any Transaction Party to be deposited into a Collection Account no later than the second (2 nd ) Business Day immediately following the day on which such amounts were received and identified and then transferred to a Seller Operating Account, no later than the second (2 nd ) Business Day immediately following the day on which such amounts were deposited into such Collection Accounts.

(b) On each Settlement Date to occur on or after the Facility Termination Date, the Seller (or the Administrative Agent acting on behalf of the Seller) shall cause all funds on deposit in the Seller Operating Accounts from time to time, including any investment earnings received with respect to such funds, (collectively, “Seller Operating Account Funds” ), to be distributed in the following order of priority:

(i) first, to pay, on a pro rata basis in no order of priority amongst themselves:

(A) to the Administrative Agent an amount equal to any unreimbursed Transaction Party Obligations then owing to the Administrative Agent in respect of costs and expenses incurred in connection with the enforcement of any Transaction Document or the collection of any amounts due thereunder;

(B) all operating costs, expenses, Agreed Annual Income and taxes of the Seller then due and payable, as instructed by the Seller; provided that the aggregate amount so paid during any calendar year pursuant to this Section 2.7(b)(i)(B) , when combined with the aggregate amount paid during such calendar year pursuant to Section 2.6(e)(iii) , shall not exceed EUR 100,000;

(C) to the Master Servicer, for the benefit of the applicable Italian Originators, an amount equal to any unreimbursed RIBA Advances;

(ii) second, if the Master Servicer is a Person other than a Transaction Party or an Affiliate thereof, to pay to such Master Servicer the Servicing Fee then due and payable;

(iii) third, to pay to the Administrative Agent (for the benefit of the relevant Purchaser) an amount equal to the aggregate Yield and Fees then due and payable to each such Person (ratably in accordance with the proportion of such amounts owing to each such Person);

(iv) fourth, to pay to the Administrative Agent (for the benefit of the relevant Purchaser) an amount equal to the Aggregate Invested Amount (ratably in accordance with the Dollar Equivalent of the outstanding Invested Amounts held by each);

(v) fifth, if any Transaction Party Obligations (other than any amount described in Sections 2.7(b)(i) to (iv) above) are then due and payable to any Secured Party, to pay to each such Secured Party (ratably in accordance with the amounts owing to each) the Transaction Party Obligations so due and payable;

(vi) sixth, to pay all operating costs, expenses, Agreed Annual Income and taxes of the Seller then due and payable and not paid pursuant to Section 2.7(b)(i)(B) above, as instructed by the Seller;

(vii) seventh, if the Master Servicer is a Transaction Party or an Affiliate thereof, to pay to the Master Servicer the Servicing Fee then due and payable; and

(viii) eighth, after all Transaction Party Obligations are paid in full, to pay to the Seller any remaining Collections for application in accordance with Section 2.7(d) .

(c) To the extent practicable, the Seller (or the Administrative Agent acting on behalf of the Seller) shall apply Seller Operating Account Funds denominated in a currency to the payment of amounts payable pursuant to Section 2.7(b) in the same currency. To the extent that aggregate amounts payable or to become payable in any currency exceed the amount of Seller Operating Account Funds denominated in that currency and available for such payment, and Seller Operating Account Funds denominated in any other currency are available for such payment, the Seller shall allocate such other Seller Operating Account Funds to the payment of such amount, and on the relevant payment date the Seller (or the Administrative Agent acting on behalf of the Seller) shall cause such other Seller Operating Account Funds to be converted into the relevant currency of payment using commercially reasonable methods and shall apply the amounts so converted to the making of such payment.

(d) Any Collections remitted to the Seller pursuant to Section 2.7(b)(viii) shall be applied by the Master Servicer, on behalf of the Seller, to make payments pursuant to the Subordinated Loan Agreement (such amount to be allocated among the Subordinated Lenders ratably in accordance with the proportion of such amounts owing to each such Person).

2.8 Deemed Collections; application of payments

(a) Each of the parties hereto agrees that, unless otherwise required by contract or applicable Law or clearly indicated by facts or circumstances or unless an Obligor designates that a payment be applied to a specific Receivable, all Collections from an Obligor shall be applied in the order of maturity of the Receivables of such Obligor starting with the Receivable of such Obligor having the earliest maturity date (whether or not such Receivables are Portfolio Receivables).

(b) If and to the extent the Administrative Agent, any Purchaser Agent, any Purchaser or any Indemnified Party shall be required for any reason to pay over to an Obligor, any Transaction Party or any other Person (other than in accordance herewith) any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Administrative Agent, such Purchaser Agent, such Purchaser or such Indemnified Party, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(c) If on any day a Portfolio Receivable or any part thereof becomes a Diluted Receivable, the Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in the amount of such Diluted Receivable or part thereof.

(d) If on any day it is determined that any of the representations or warranties in Section 4.1 ( Representations and warranties of the Seller ) was untrue with respect to a Portfolio Receivable, the Seller shall be deemed to have received on such day a Collection of such Portfolio Receivable in an amount equal to the Unpaid Balance thereof.

(e) If on any day a RIBA Dilution occurs, the Seller shall be deemed to have received on such day a Collection in the amount of such RIBA Dilution.

(f) Not later than the Settlement Date related to the Calculation Period in which such Collection is deemed to have been received pursuant to this Section 2.8 (and if a Facility Event or Portfolio Event has occurred and is continuing, not later than the second (2 nd ) Local Business Day after a Responsible Officer of the Master Servicer is notified in writing or otherwise becomes aware that the Seller has been deemed pursuant to this Section 2.8 to have received a Deemed Collection), the Seller shall deposit in a Seller Operating Account, in same day funds, the amount of such Deemed Collection; provided that prior to the occurrence of a Facility Event or Portfolio Event the amount so payable by the Seller shall not exceed the amount (if any) required (after giving effect to

any Deemed Collection to be paid by any other Transaction Party on such day) in order to cause the Aggregate Invested Amount to be less than or equal to the lesser of (x) the Facility Limit and (y) the Funding Base. Any such amount shall be applied as a Collection in accordance with Sections 2.6 ( Collections prior to Facility Termination Date ) or 2.7 ( Collections after Facility Termination Date ), as applicable.

2.9 Payments and computations, etc.

(a) All amounts to be paid by the Seller or the Master Servicer to the Administrative Agent, any Purchaser Agent, any Purchaser or any other Secured Party shall be paid no later than (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies on the day when due in immediately available funds (without counterclaim, setoff, deduction, defense, abatement, suspension or deferment) to the applicable Seller Operating Account (or other account specified by the Administrative Agent from time to time). It is understood and agreed that payments by the Seller to the Purchaser or Purchaser Agents shall be made by the Seller depositing such payments into the applicable Seller Operating Account and the Administrative Agent remitting such amounts from such accounts to the applicable Purchasers or Purchaser Agents. The Administrative Agent shall forward any amounts received by the Administrative Agent for the benefit of any other Person (including without limitation under Sections 2.6(f) and 2.7 ) to the applicable Person by (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies in immediately available funds. All amounts to be deposited by the Seller or the Master Servicer into any Facility Account or any other account shall be deposited in immediately available funds no later than (i) 4:00 p.m. (London time) for amounts in U.S. Dollars and CAD or (ii) 3:00 p.m. (London time) for amounts in other Approved Currencies on the date when due.

(b) The Seller shall (and shall cause the Master Servicer to), to the extent permitted by Law, pay interest on any amount not paid or deposited by it when due hereunder (after as well as before judgment), at an interest rate per annum equal to the Default Rate, payable on demand.

(c) All computations of Yield, Fees and other amounts 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 date of payment) elapsed, except that (i) computations of interest and Yield accruing at the Base Rate with respect to any amount denominated in U.S. Dollars shall be made on the basis of a year of 365 days (or 366, as applicable), (ii) computations of interest and Yield accruing at the Eurocurrency Rate by reference to CDOR with respect to any amount denominated in Canadian Dollars shall be made on the basis of a year of 365 days (or 366, as applicable), and (iii) in any case where the practice of the relevant interbank market differs, computations of interest and Yield shall be made in accordance with that market practice. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such

payment or deposit. Any computations by the Administrative Agent or any Purchaser Agent of amounts payable by the Seller hereunder shall be binding upon the Seller absent manifest error.

(d) All payments required to be made hereunder to any Purchaser, any Purchaser Agent, any Indemnified Party or any other Secured Party shall be made by paying such amount to the applicable account specified by the Administrative Agent from time to time (and the Administrative Agent, in turn, shall transfer such amounts to the applicable Purchaser Agent’s Account) in accordance with this Section 2.9 . Upon receipt of funds, the Purchaser Agent shall pay such funds to the related Person owed such funds in accordance with the records maintained by the Purchaser Agent. If the applicable Purchaser Agent shall have paid to any Purchaser, the Purchaser Agent, any Indemnified Party or any other Secured Party any funds that (i) must be returned for any reason (including any Event of Bankruptcy) or (ii) exceeds that which such Person was entitled to receive, such amount shall be promptly repaid to the Purchaser Agent by such Person.

(e) All payments of Invested Amounts and Yield in respect of any Tranche shall be made in the same Approved Currency as the Approved Currency in which such Tranche is denominated. All other payments to be made by the Master Servicer or the Seller hereunder shall be made solely in Dollars or Euros (as specified in the applicable invoice or request for payment) or in any other Approved Currency subject to an agreement between the relevant parties of the applicable exchange rate.

(f) It is understood and agreed that if a Purchaser is required to deposit funds into a Seller Operating Account on a particular date and is also scheduled to receive payment from such Seller Operating Account on such date in the same currency, such Purchaser may net such payments if such Purchaser has given prior notice of such netting to the Administrative Agent.

2.10 Tranches

Each Investment made by the Purchasers in the same Purchaser Group on any Investment Date shall be allocated to one or more Tranche Periods as set forth in the definition of such term with one or more Rate Types as selected by the applicable Purchaser Agent. Any portion of an Investment having one Tranche Period and one Rate Type and denominated in the same Approved Currency is referred to herein as a “Tranche” . Either the Master Servicer (acting on behalf of the Seller) or (following a Facility Termination Event or Portfolio Event) the Purchaser Agent for each Purchaser Group may, upon notice to the other party received at least four Business Days prior to the last day of any Tranche Period in the case of the Seller giving notice, or up to the last day of such Tranche Period in the case of the Purchaser Agent giving notice, either (a) divide any Tranche originating on such last day or having a Tranche Period ending on such last day into two or more Tranches having an aggregate Invested Amount equal to the Invested Amount of such divided Tranche or (b) combine any two or more Tranches originating on such last day or having Tranche Periods ending on such last day into a single Tranche having an Invested Amount equal to the aggregate of the Invested Amount of such Tranches; provided that no Tranche owned by any Conduit Purchaser may be combined with a Tranche owned by

any other Purchaser, a Tranche held by the Committed Purchasers in any Purchaser Group may not be combined with any Tranche held by the Committed Purchasers in any other Purchaser Group and a Tranche denominated in one Approved Currency may not be combined with a Tranche denominated in another Approved Currency.

2.11 Breakage costs

(a) The Seller shall indemnify the Purchasers, the Agents and any related Program Support Provider against any loss, cost or expense incurred by the Purchasers, the Agents or such Program Support Providers, either directly or indirectly, as a result of the failure by the Seller to make any Investment for any reason on the date specified by the Seller pursuant to, and in accordance with, Section 2.2 ( Purchase procedures ), including any loss, cost, loss of profit or expense incurred by any Agent, any Purchaser or any Program Support Provider by reason of the liquidation or reemployment of funds acquired by the Purchasers (including funds obtained by issuing Commercial Paper, obtaining deposits as loans from third parties and reemployment of funds) to fund such Investment and any costs incurred in connection with the termination or reduction of any related Currency Hedge Agreements. Such indemnification may include an amount equal to the Liquidation Fee.

(b) The Seller further agrees to pay all Liquidation Fees associated with a reduction of the Invested Amount in respect of any Tranche at any time.

(c) A certificate as to any loss, expense or Liquidation Fees payable pursuant to this Section 2.11 submitted by any Purchaser, through its Purchaser Agent, to the Seller shall be conclusive in the absence of manifest error.

2.12 Illegality

Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Law or in the interpretation or application thereof by any relevant Official Body shall make it unlawful, or any Official Body asserts it is unlawful, for any Purchaser to make or maintain Tranches for which Yield is calculated by reference to the Adjusted Eurocurrency Rate (each a “Eurocurrency Tranche” ) as contemplated by this Agreement or to obtain in the interbank Eurocurrency market the funds with which to make or maintain any such Eurocurrency Tranche (a) such Purchaser shall promptly notify the Administrative Agent, its Purchaser Agent, the Master Servicer and the Seller thereof, (b) the obligation of such Purchaser to fund or maintain Eurocurrency Tranches or continue Eurocurrency Tranches as such shall forthwith be cancelled and (c) such Purchaser’s Tranches then outstanding as Eurocurrency Tranches, if any, shall be converted on the last day of the Tranche Period for such Tranches or within such earlier period as required by Law into a Tranche that accrues Yield based on the Base Rate (each a “Base Rate Tranche” ).

2.13 Inability to determine Eurocurrency Rate

If prior to the commencement of any Tranche Period for a Eurocurrency Tranche:

(a) the applicable Purchaser Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not

exist for ascertaining on a timely basis the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Tranche Period; or

(b) the applicable Purchaser Agent determines that the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Tranche Period will not adequately and fairly reflect the cost to the applicable Purchasers of making or maintaining the related Tranche for such Tranche Period;

then, such Purchaser Agent shall give notice thereof to the Seller, the Master Servicer and each other Purchaser Agent by telephone or facsimile as promptly as practicable thereafter and, until the circumstances giving rise to such notice no longer exist any affected Eurocurrency Tranche shall as of the last day of the Tranche Period applicable thereto be converted to or continued as a Base Rate Tranche.

2.14 Indemnity for reserves and expenses

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate); or

(ii) impose on any Indemnified Party (or on the U.S. market for certificates of deposit or the London interbank market) any other condition or expense affecting or with respect to this Agreement, any Program Support Agreement or any other Transaction Document or Eurocurrency Tranches made or maintained by such Indemnified Party (except those for which payment has been made pursuant to Section 2.15 ( Indemnity for Taxes )) or the maintenance or financing of the Investments hereunder, directly or indirectly, or under any Program Support Agreement;

and the result of any of the foregoing shall be to increase the cost to such Indemnified Party of making or maintaining any Tranche (or of maintaining its obligation to fund any such Tranche or its obligations under any Program Support Agreement) by an amount that such Indemnified Party deems to be material or to reduce the amount of any sum received or receivable by such Indemnified Party hereunder (whether of principal, yield or otherwise), then on the tenth (10 th ) day immediately following notification thereof pursuant to Section 2.14(d) the Seller will pay to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements, regulations and legislation and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States, the European Union or foreign regulatory authorities, in each case pursuant to Basel III and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives promulgated thereunder,

are deemed to have been introduced or adopted after the Amendment Effective Date, regardless of the date enacted or adopted.

(b) If any Indemnified Party determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Indemnified Party’s capital or on the capital of such Indemnified Party’s holding company, if any, as a consequence of this Agreement, any Program Support Agreement or the Investments made or acquired by such Indemnified Party, to a level below that which such Indemnified Party or holding company could have achieved but for such Change in Law (taking into consideration such Indemnified Party’s policies and the policies of such Indemnified Party’s holding company with respect to capital adequacy) by an amount that such Indemnified Party deems to be material, then on the tenth (10 th ) day immediately following notification thereof pursuant to Section 2.14(d) the Seller will pay to such Indemnified Party such additional amount or amounts as will compensate such Indemnified Party or such Indemnified Party’s holding company for any such reduction suffered; provided, that the Seller shall not be required to compensate an Indemnified Party pursuant to this paragraph for any amounts incurred more than six months prior to the date that such Indemnified Party notifies the Seller and the Master Servicer of such Indemnified Party’s intention to claim compensation therefor; and provided, further, that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect.

(c) A certificate of an Indemnified Party setting forth the amount or amounts necessary to compensate such Indemnified Party or its holding company, as applicable, as specified in clause (a) or (b) of this Section 2.14 shall be delivered to the Seller and the Master Servicer and shall be conclusive absent manifest error.

(d) Promptly after any Indemnified Party has determined that it will make a request for compensation pursuant to this Section 2.14 , such Indemnified Party shall notify the Seller and the Master Servicer of such determination. Except as otherwise provided in clause (b) of this Section 2.14 , failure or delay on the part of any Indemnified Party to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Indemnified Party’s right to demand such compensation.

(e) Notwithstanding anything in this Section 2.14 to the contrary, the Seller shall not be required to pay to any Indemnified Party any amount pursuant to this Section 2.14 to the extent (i) such amount has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document or (ii) such amounts constitute Excluded Taxes.

2.15 Indemnity for Taxes

(a) Any and all payments by or on account of any obligation of the Seller hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Seller shall be required

to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15 ) the recipient of such payment receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Seller shall make such deductions, and (iii) the Seller shall pay the full amount deducted to the relevant Official Body in accordance with applicable Law.

(b) In addition, the Seller shall pay any Other Taxes to the relevant Official Body in accordance with applicable Law.

(c) The Seller shall indemnify each Indemnified Party within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Indemnified Party on or with respect to the sale, assignment and transfer of the Portfolio Receivables under this Agreement, any Investment and any payment by or on account of any obligation of the Seller hereunder or where payment of any Indemnified Taxes or Other Taxes is otherwise made by an Indemnified Party pursuant to or in connection with this Agreement (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body (other than those resulting from the Indemnified Party’s gross negligence, fraud or wilful misconduct). A certificate (along with a copy of the applicable documents from the relevant Official Body) as to the amount of such payment or liability delivered to the Seller by an Indemnified Party, or by the Administrative Agent on its own behalf, on behalf of another Agent or on behalf of a Purchaser, shall be conclusive absent manifest error. In connection with any request for compensation pursuant to this Section 2.15(c) , the relevant Indemnified Party shall deliver to the Master Servicer a receipt (or other evidence reasonably satisfactory to the Master Servicer) of such payment or liability with respect to which such request relates.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Seller to an Official Body, the Seller shall deliver to the related Purchaser Agent the original or a certified copy of a receipt issued by such Official Body evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to such Purchaser Agent. Simultaneously with the delivery to a Purchaser Agent of any receipt, return or other evidence pursuant to this Section 2.15(d) , the Seller shall deliver a copy of the same to the Master Servicer.

(e) (i) Upon the reasonable request of the Seller, any Foreign Purchaser that is entitled to an exemption from or reduction of withholding Tax under the law of the jurisdiction in which the Seller is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Seller (with a copy to the Administrative Agent), such properly completed and executed documentation prescribed by applicable Law (and, so far is practicable,

within the time or times required by applicable Law) as will permit such payments to be made without withholding or at a reduced rate; provided, that such Foreign Purchaser is legally able to complete, execute and deliver such documentation and such documentation has not already been provided by the Foreign Purchaser pursuant to Section 2.15(e)(ii) hereof.

(ii) Each Purchaser shall deliver to the Seller (with a copy to the Administrative Agent) either (A) in the case of a Purchaser that is not a “U.S. Person” as defined in section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), a properly completed and executed Internal Revenue Service (“ IRS ”) Form W-8BEN or W-8ECI, as appropriate, claiming to the effect a zero percent rate of U.S. federal income tax withholding on interest income, or (B) in the case of a Purchaser that is a “U.S. Person” as defined in Code section 7701(a)(30), a properly completed and executed IRS Form W-9 certifying that it is not subject to backup withholding.

Such IRS forms shall be delivered by each applicable Purchaser on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement. In addition, each Purchaser shall deliver such applicable IRS forms no later than the end of the third calendar year following the year in which the most recently submitted IRS forms were delivered and upon the obsolescence or invalidity of any previously delivered IRS form resulting from a related change in factual circumstances of Purchaser; provided , however, that notwithstanding any other provision in this Section 2.15(e) , a Purchaser shall not be required to deliver any such subsequent IRS form pursuant to this paragraph that such Purchaser is not legally able to complete, execute and deliver.

(f) If an Indemnified Party determines, in its sole good faith discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Seller or with respect to which the Seller has paid additional amounts pursuant to this Section 2.15 , it shall pay over such refund to the Seller (but only to the extent of indemnity payments made, or additional amounts paid, by the Seller under this Section 2.15 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Indemnified Party and without interest (other than any interest paid by the relevant Official Body with respect to such refund net of any applicable Taxes payable in respect of such interest); provided that the Seller, upon the request of such Indemnified Party, agrees to repay the amount paid over to the Seller (plus any penalties, interest or other charges imposed by the relevant Official Body) to such Indemnified Party in the event such Indemnified Party is required to repay such refund to such Official Body. This Section 2.15 shall not be construed to require any Indemnified Party to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Seller or any other Person.

(g) Notwithstanding anything in this Section 2.15 to the contrary, the Seller shall not be required to pay to any Indemnified Party any amount pursuant to this

Section 2.15 to the extent (i) such amount has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document or (ii) such amounts constitute Excluded Taxes.

(h) Each Purchaser shall, at such times as the Administrative Agent may request, take reasonable steps to obtain and deliver to the Administrative Agent a valid certificate issued by the appropriate taxation authority in that Purchaser’s jurisdiction of incorporation certifying that Purchaser is resident for taxation purposes in that jurisdiction (including certification of residence, where applicable, for the purposes of a double taxation treaty).

(i) Each of the Seller, the Administrative Agent and each Purchaser shall provide a certified copy of a certificate of tax residence to the Master Servicer from their respective jurisdictions at closing and on an annual basis thereafter.

2.16 Conversion of currencies

(a) If, on any day a payment is due and payable hereunder or under any other Transaction Document, it is necessary for funds in one currency to be converted into another currency in order to make any payment required to be made pursuant to Sections 2.6 ( Collections prior to Facility Termination Date ) or 2.7 ( Collections after Facility Termination Date ), as applicable, the Seller shall (and shall cause the Master Servicer to) solicit offer quotations from at least two foreign exchange dealers reasonably acceptable to the Administrative Agent for effecting such exchange and shall select the quotation which provides for the best exchange rate. The Seller shall (and shall cause the Master Servicer to) effect such exchange (or, if applicable, shall instruct the Administrative Agent to effect such exchange) as soon thereafter as is reasonably practicable but in no event later than two Business Days thereafter.

(b) On each Exchange Rate Determination Date, the Seller shall (and shall cause the Master Servicer to) determine the Spot Rate for each Local Currency (based on the relevant exchange rate appearing on any Reuters World Currency Page or applicable Bloomberg BGN FX Page for such currency as set forth in the definition of Spot Rate) and give notice thereof to the Administrative Agent. In the event the Spot Rate for such Local Currency cannot be determined by the Master Servicer because the relevant exchange rate does not appear on any Reuters World Currency Page or applicable Bloomberg BGN FX Page for such currency as set forth in the definition of Spot Rate, then the Spot Rate shall be determined by the Administrative Agent and notified to the Seller and the Master Servicer in accordance with such definition.

(c) Whenever any computation or calculation hereunder requires the aggregation of amounts denominated in more than one currency, all amounts that are denominated in a Local Currency shall be converted to Dollars using the Spot Rate determined for the Exchange Rate Determination Date immediately preceding the date of such calculation.

2.17 [Reserved]

2.18 Mitigation obligations

If an event occurs as a result of which any Indemnified Party requests compensation under Section 2.11 ( Breakage costs ) or Section 2.14 ( Indemnity for reserves and expenses ), or if any cancellation occurs under Section 2.12 ( Illegality ) or if the Seller is required to pay any additional amount to any Indemnified Party or any Official Body for the account of any Indemnified Party pursuant to Section 2.15 ( Indemnity for Taxes ), then such Indemnified Party shall notify the Seller of such event and, subject to the prior written consent of the Performance Undertaking Provider (such consent not to be unreasonably withheld), use reasonable efforts to mitigate or avoid the effects of such event, if, in the reasonable judgment of such Indemnified Party, such efforts (a) would eliminate or reduce the amounts payable pursuant to such Sections in the future and (b) would not subject such Indemnified Party or any of its Affiliates to any unreimbursed cost or expense (taking into account any reimbursement made by any Transaction Party pursuant to a Transaction Document) and would not (in the reasonable opinion of such Indemnified Party) otherwise be disadvantageous to such Indemnified Party or any of its Affiliates. For the avoidance of doubt, the Seller hereby agrees to pay all reasonable costs and expenses incurred by any Indemnified Party in connection with any action taken by such Indemnified Party pursuant to, or in connection with, this Section 2.18 .

2.19 Proceeds of Subordinated Loans

(a) On the Initial Purchase Date, the Seller shall request a Subordinated Loan in an amount equal to the excess of (i) the aggregate Unpaid Balance of the Receivables to be purchased by the Seller pursuant to the Originator Sale Agreements and the Intermediate Transfer Agreements, over (ii) the aggregate cash payment made by the Purchasers to the Seller on the Initial Purchase Date in respect of such Receivables. On any date of purchase of Receivables by the Seller, if the Seller does not have sufficient available funds to pay the full Purchase Price thereof and the Deferred RPA Purchase Price amounts with respect to the related Originator would exceed an amount equal to 10% of the Unpaid Balance of Portfolio Receivables that qualify as Eligible Receivables set forth in the most recently delivered Portfolio Report with respect to such Originator, the Seller shall request a Subordinated Loan in the amount of any shortfall if the Seller does not otherwise have sufficient funds available for such purpose; provided , that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Deferred RPA Purchase Price amounts with respect to each Originator would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the immediately succeeding date of determination.

(b) If (i) on any day, the Seller has insufficient funds to pay the full Purchase Price of Receivables to be purchased on such day pursuant to, and in accordance with the terms and conditions of, the Originator Sale Agreements

and the Intermediate Transfer Agreements or (ii) on any Settlement Date, the Seller has insufficient funds to pay amounts payable on such Settlement Date pursuant to Section 2.6(f)(i) through (iii) or 2.7(b)(i) through (iii) (solely for the first Settlement Date on which amounts are distributed pursuant to Section 2.7 and not to exceed the amount applied to the Purchase Price of Receivables during the related Calculation Period), as applicable, the Seller shall request a Subordinated Loan on such day in amount equal to such insufficiency.

2.20 Extension of Scheduled Commitment Facility Termination Date

(a) In connection with each anniversary of the Amendment Effective Date (the “ Applicable Anniversary Date ”), the Seller (or the Master Servicer on its behalf) may advise the Administrative Agent and each Purchaser Agent in writing of its desire to extend the Scheduled Commitment Facility Termination Date to a date falling twelve (12), twenty-four (24) or thirty-six (36) calendar months after such Applicable Anniversary Date, provided (i) such request is made not more than ninety (90) days prior to, and not less than sixty (60) days prior to, the Applicable Anniversary Date and (ii) the Scheduled Commitment Facility Termination Date may not extend beyond the Final Termination Date without the consent of each Purchaser Agent. Each Purchaser Agent shall promptly notify each Purchaser in its related Purchaser Group of any such request and each such Purchaser shall notify its related Purchaser Agent, the Administrative Agent, the Master Servicer and the Seller of its decision to accept or decline the request for such extension no later than thirty (30) days prior to the then Applicable Anniversary Date (it being understood that each Purchaser may accept or decline such request in its sole discretion and on such terms as it may elect, and the failure to so notify its Purchaser Agent, the Administrative Agent, the Master Servicer and the Seller shall be deemed an election not to extend by such Purchaser). In the event that all Committed Purchasers agree to extend the then current Scheduled Commitment Facility Termination Date, the Seller, the Administrative Agent, the Purchasers and the applicable Purchaser Agents shall enter into such documents as such Purchasers may deem necessary or appropriate to reflect such extension, and any costs and expenses incurred in connection with such documents shall be paid as agreed in writing among such Purchasers, the Purchaser Agents and the Administrative Agent (including attorneys’ fees), the Seller and the Master Servicer.

(b) No Committed Purchaser shall be obligated to agree to extend the Scheduled Commitment Facility Termination Date. If any Committed Purchaser does not agree to extend, the Seller may (i) require such Committed Purchaser and its related Conduit Purchaser to assign its interest hereunder to an Eligible Assignee identified by the Seller (or the Master Servicer on its behalf) or (ii) if no Facility Event or Portfolio Event has occurred and is continuing, apply Collections to repay in full (to the extent not assigned in clause (i)) the Investment, Yield and other amounts owing to such Committed Purchaser and related Conduit Purchaser on a non-pro rata basis and terminate in full any unassigned commitment of such Committed Purchaser.

2.21 Accordion Increase

(a) Notwithstanding anything to the contrary contained in this Agreement, the Seller (or the Master Servicer on its behalf) may request from time to time an increase in the Aggregate Commitment (each, an “ Accordion Increase ”) in an aggregate amount which when aggregated with the amount of all other Accordion Increases does not exceed $300,000,000 (the “ Additional Commitments ”).

(b) Subject to and in accordance with Section 2.21(a) , the Seller (or the Master Servicer on its behalf) may invite (i) any one or more Committed Purchasers to provide Additional Commitments in such amount as may be agreed by the Seller and such Committed Purchaser (each such Committed Purchaser that is invited and wishes to provide Additional Commitments, an “ Accordion Committed Purchaser ,”) and/or (ii) in consultation with the Administrative Agent, any one or more banks or other entities that have a short-term debt rating of at least A-1 by S&P and P-1 by Moody’s (unless agreed by the Administrative Agent that such minimum rating is not applicable) (each, a “ New Accordion Committed Purchaser ”) to provide Additional Commitments in such amounts as may be agreed by the Seller and such New Accordion Committed Purchaser.

(c) For the avoidance of doubt, no Committed Purchaser shall (unless otherwise agreed by that Committed Purchaser) be obliged to provide any Additional Commitment.

(d) The Seller shall, promptly following agreement with the Accordion Committed Purchasers and New Accordion Committed Purchasers and in any event not later than forty-five (45) Business Days (or such other period as the Administrative Agent after consultation with the Accordion Committed Purchasers and New Accordion Committed Purchasers, as applicable, and the Seller (or the Master Servicer on its behalf) may agree) prior to the proposed date of the Accordion Increase, deliver to the Administrative Agent a notice (an “ Accordion Request ”) signed by a Responsible Officer of the Seller (or the Master Servicer on its behalf) which shall specify: (i) the aggregate amount of the proposed Additional Commitments, (ii) the proposed date of the Accordion Increase which shall be a Settlement Date (the “ Accordion Increase Date ”), (iii) the identity of, and the amount of the proposed Additional Commitment of, each Accordion Committed Purchaser and each New Accordion Committed Purchaser that wishes to provide an Additional Commitment and (iv) any fees relating to the Accordion Increase. Following the receipt by the Administrative Agent of the Accordion Request, the Administrative Agent shall promptly forward a copy to each Purchaser Agent for informational purposes.

(e) An Accordion Increase will only become effective if, on the date of the Accordion Request and the proposed Accordion Increase Date, the Facility Termination Date has not occurred and no event exists or would result from the proposed Accordion Increase that constitutes a Facility Event or Portfolio Event.

(f) Subject to the conditions in this Section 2.21 ( Accordion Increase ), an Accordion Increase will become effective in accordance with paragraph (g) below when the Administrative Agent executes an otherwise duly completed Accordion Increase Certificate delivered to it by the Seller (or the Master Servicer on its behalf) and the Additional Commitment Purchasers, if applicable, and any New Accordion Committed Purchaser and the Conduit Purchasers and Purchaser Agent in its new Purchaser Group shall have executed a Joinder Agreement in accordance with Section 11.3(i) ( New Purchaser Groups ). The Administrative Agent shall as soon as reasonably practicable after receipt by it of a duly completed Accordion Increase Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute the Accordion Increase Certificate. The Administrative Agent shall only be obliged to execute an Accordion Increase Certificate delivered to it by the Seller (or the Master Servicer on its behalf) and the Additional Commitment Purchasers once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to each New Accordion Committed Purchaser.

(g) On the Accordion Increase Date, the amount of the Additional Commitment of each Additional Commitment Purchaser will be as set out in the relevant column opposite its name in the Accordion Increase Certificate. Notwithstanding any provision to the contrary in this Agreement, on and after any Accordion Increase Date, any Incremental Investment made by the Conduit Purchasers and the Committed Purchasers, and any Invested Amount repaid to the Conduit Purchasers and the Committed Purchasers, shall be made or repaid on a non-pro rata basis until each Purchaser Group’s Invested Amount (after giving effect to such Incremental Investment) is the same percentage of such Purchaser Group’s Commitment as every other Purchaser Group.

(h) The Seller shall promptly on demand pay the Administrative Agent and the Purchaser Agents the amount of all costs and expenses (including legal fees) reasonably incurred by them in connection with any increase in Commitments under this Section 2.21 .

(i) Any amounts payable to the Purchasers by any Transaction Party on or before the Accordion Increase Date (including, without limitation, all interest, fees and commission payable up to (but excluding) the Accordion Increase Date) in respect of any period ending on or prior to the Accordion Increase Date shall be for the amount of the Purchasers party to this Agreement prior to the Accordion Increase Date and no Additional Commitment Purchaser shall have any interest in, or any rights in respect of, any such amount (save in respect of their Commitments up to (but excluding) the Accordion Increase Date).

(j) Each New Accordion Committed Purchaser, by executing the relevant Accordion Increase Certificate confirms, for the avoidance of doubt, that the Administrative Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Purchasers in accordance with this Agreement on or prior to the date on which the Accordion Increase Certificate becomes effective in accordance with this

Agreement and that it is bound by that decision to the same extent as the Purchasers.

3. CONDITIONS OF PURCHASES

3.1 Conditions precedent to initial Incremental Investment

The effectiveness of the Commitments and the initial Incremental Investment under this Agreement is each subject to the conditions precedent that:

(a) to the extent required by the program documents governing any Conduit Purchaser’s Commercial Paper Program or Commercial Paper Program of any conduit refinancing directly or indirectly a Committed Purchaser, each Rating Agency shall have confirmed that the execution and delivery of this Agreement by such Conduit Purchaser will not result in the reduction or withdrawal of the then-current ratings of such Conduit Purchaser’s Commercial Paper below A-1 by S&P and P-1 by Moody’s;

(b) the results of a review and audit of the collection, operating and reporting systems, Credit and Collection Policies and historical receivables information which accounts for 70% of the Originators’ portfolio are reasonably satisfactory to the Administrative Agent and the Purchaser Agents and a satisfactory written agreed upon procedures report as to such matters is delivered by a Person satisfactory to the Administrative Agent and the Purchaser Agents on or before the Closing Date;

(c) consummation of the transactions contemplated herein shall have occurred or shall occur simultaneously with the initial purchase by the Seller Parties under the applicable Originator Sale Agreements; and

(d) the Administrative Agent and each Purchaser Agent shall have received on or before the date of such Incremental Investment all of the instruments, documents, agreements, certificates and opinions specified on Schedule 4 ( Condition Precedent Documents ), each (unless otherwise indicated) dated on or about the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent.

3.2 Conditions precedent to all Incremental Investments, Reinvestments and Releases

Each Incremental Investment (including the initial Incremental Investment), each Reinvestment and each Release hereunder shall be subject to the further conditions precedent that on the date of such Incremental Investment, Reinvestment or Release the following statements shall be true (and acceptance of the proceeds of any such Incremental Investment, Reinvestment or Release shall be deemed a representation and warranty by the Seller that such statements are then true by reference to the facts and circumstances existing on the date of such Incremental Investment, Reinvestment or Release):

(i) In the case of an Incremental Investment, the making of such Incremental Investment does not violate any provisions of Section 2.1 ( The Purchases );

(ii) In the case of an Incremental Investment, Reinvestment or Release, the Seller has delivered an Investment Request, appropriately completed, within the time period required by Section 2.2 ( Purchase procedures );

(iii) In the case of any Investment, Reinvestment or Release, (i) the Master Servicer has delivered the Monthly Report for the most recent Calculation Period in accordance with the Servicing Agreement and (ii) to the extent Weekly Reports are then required to be delivered pursuant to Section 2.3 ( Reporting requirements ) of the Servicing Agreement, the Master Servicer shall have delivered a Weekly Report pursuant to and in accordance with such Section on the date of such Investment, Reinvestment or Release;

(iv) The Facility Termination Date has not occurred and, in the case of Incremental Investments, no event exists, or would result from such Incremental Investment, that constitutes a Facility Event or Portfolio Event;

(v) All Fees required to be paid on or prior to the date of such Incremental Investment, Reinvestment or Release in accordance with the Fee Letters and all fees and expenses described in Section 11.4 ( Costs and expenses ) to the extent then due and payable shall have been paid in full in accordance with the terms thereof;

(vi) No portion of the proceeds of such Incremental Investment, Reinvestment or Release will be used by the Seller to pay the purchase price for any Receivable that was originated by an Originator with respect to which a Seller Termination Event has occurred and is continuing;

(vii) After giving effect to such Incremental Investment, Reinvestment or Release and the use of the proceeds thereof in accordance with Section 2.3 ( Use of proceeds ) the Aggregate Invested Amount does not exceed the lesser of (I) the Facility Limit and (II) the Funding Base; and

(viii) Any Subordinated Loan requested on the date of such Incremental Investment, Reinvestment or Release shall have been (or shall simultaneously with such Incremental Investment, Reinvestment or Release be) made by a Subordinated Lender.

4. REPRESENTATIONS AND WARRANTIES

4.1 Representations and warranties of the Seller

The Seller hereby represents and warrants to the Agents and the Purchasers that, on the Closing Date and as of the date of each Investment, each Reinvestment and each Release hereunder and as of each Reporting Date:

(a) It (i) is a private limited liability company duly organized and validly existing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business in every other jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not have a Material Adverse Effect, and (iii) has all corporate or other organizational power and authority required to perform its obligations under the Transaction Documents to which it is a party and to carry on its business in each jurisdiction in which its business is now conducted unless the failure to have such power and authority would not have a Material Adverse Effect.

(b) The execution, delivery and performance by it of this Agreement and any other Transaction Document to which it is a party, including the Seller’s use of the proceeds of Investments (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) are in its interest and it will receive a corporate benefit as a result of the transactions contemplated hereby and thereby and the value of the consideration obtained by it under the transactions contemplated hereby and thereby constitutes fair market value, (iv) do not contravene or constitute a default under (A) its Organizational Documents, (B) any applicable Law, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property except in each case where any such contravention or default would not have a Material Adverse Effect and (v) do not result in or require the creation or imposition of any Adverse Claim (other than Permitted Adverse Claims) upon or with respect to any of its properties. Each Transaction Document to which the Seller is a party has been duly executed and delivered by the Seller.

(c) No authorization, approval, license, consent, qualification or other action by, and no notice to or filing or registration with, any Official Body or official thereof or any third party is required for the due execution, delivery and performance by it of this Agreement or any other Transaction Documents to which it is a party or any other document to be delivered by it hereunder or thereunder, except for the actions taken or referred to in Schedule 4 ( Conditions precedent documents ) all of which have been duly made or taken, as the case may be, and are in full force and effect and except where the failure to have obtained any such authorization or approval or taken any such action or made any such filing or notice would not have a Material Adverse Effect.

(d) Each of this Agreement and the other Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to any limitation on the enforceability thereof against the Seller arising from the application of any applicable Insolvency Law or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) There are no actions, suits, investigations by an Official Body, litigation or proceedings at law or in equity or by or before any Official Body or in arbitration now pending against or affecting the Seller or its Subsidiaries or any of its businesses, properties or revenues (i) which involve or question the validity of this Agreement or any other Transaction Document to which it is a

party or any of the transactions contemplated hereby or thereby (excluding any litigation or proceeding against any Obligor) or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The Seller is not in default or violation of any order, judgment or decree of any Official Body or arbitrator which could reasonably be expected to have a Material Adverse Effect.

(f) No event has occurred and is continuing, or would result from any Investment or application of the proceeds therefrom, which constitutes a Facility Event or Portfolio Event which has not been (i) notified to the relevant parties pursuant to, and in accordance with, the Transaction Documents or (ii) remedied or waived, in each case, in accordance with the Transaction Documents.

(g) No proceeds of any Investment will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, “margin stock” within the meaning of Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time.

(h) Each Receivable treated as or represented to be a Portfolio Receivable is owned by the Seller, free and clear of any Adverse Claim (other than Permitted Adverse Claims). The Administrative Agent, for the benefit of the Secured Parties, has a valid and perfected first priority charge, security interest or pledge, ranking ahead of any other charge, security interest or pledge and the interest of any other creditor of any Transaction Party (other than Permitted Adverse Claims) in the Seller Operating Accounts and all other Collateral, in each case, free and clear of any Adverse Claim (other than Permitted Adverse Claims). No effective financing statement or other instrument similar in effect is filed in any recording office listing any Transaction Party as debtor, covering any Receivable, Related Security or other Collateral, or any interest therein or proceeds thereof, other than in respect of a Permitted Adverse Claim.

(i) (i) Each Portfolio Report and Outstanding Receivables Report is complete and accurate in all material respects as of its date, (ii) all other information, data, exhibits, documents, books, records and reports ( “Information” ) furnished by or on behalf of the Seller in connection with this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby is complete and accurate in all material respects as of its date and no such Information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading; provided , that, with respect to projected financial information provided by or on behalf of the Seller, the Seller represents only that such information was prepared in good faith by management of the Seller on the basis of assumptions believed by such management to be reasonable as of the time made, and (iii) all financial statements which have been furnished by or on behalf of the Seller (A) have been prepared in accordance with GAAP consistently applied (except as approved by the external auditors and as disclosed therein, if any) and (B) fairly present, in all material aspects, the financial condition of the Seller and, if applicable, its consolidated

Subsidiaries as of the dates set forth therein and the results of any operations of the Seller for the periods ended on such dates.

(j) It has (i) timely filed or caused to be filed all material Tax returns required to be filed and (ii) paid or made adequate provision for the payment of all material Taxes, assessments and other governmental charges due and payable by it, except any such Taxes, assessments or other governmental charges that are being contested in good faith by appropriate proceedings and for which the Seller has set aside in its books and records reserves in accordance with GAAP as reasonably determined by the Seller.

(k) The Seller has its registered office, its center of main interests and its principal place of business in the Netherlands. The Seller has no other place of business in any other jurisdiction.

(l) (i) The names and addresses of all the Seller Operating Account Banks together with the account numbers of the Seller Operating Accounts at such Seller Operating Account Banks are as specified in Schedule 5 ( Facility Accounts and Account Banks ), as such Schedule 5 ( Facility Accounts and Account Banks ) may be updated from time to time pursuant to Section 5.1(g) ( Change in payment instructions to Obligors ). (ii) Only Collections and other amounts payable in respect of Portfolio Receivables are deposited into the Seller Operating Accounts.

(m) Since its formation, the Seller has not used any company name, tradename or doing-business-as name other than the name in which it has executed this Agreement.

(n) The Seller was formed on March 9, 2011 under the Laws of the Netherlands and the Seller did not engage in any business activities prior to such date. The Seller has no Subsidiaries.

(o) The Seller is not (i) a “covered fund” under the Volcker Rule or (ii) an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940. In determining that the Seller is not an investment company, the Seller is relying on the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act of 1940.

(p) The Seller is Solvent.

(q) With respect to each Receivable treated as or represented to be a Portfolio Receivable, the applicable Seller Party purchased such Receivable from the applicable Originator in accordance with the terms of the applicable Originator Sale Agreement in exchange for payment (made by the applicable Seller Party to such Originator in accordance with the provisions of the applicable Originator Sale Agreement) of cash, in an amount which constituted fair market value. Each such purchase referred to above shall not have been made for or on account of an antecedent debt owed by the applicable Originator to the applicable Seller Party, or by any Intermediate Transfer to the Seller, as the case may be, and no such sale, acquisition or other transaction is or may be

voidable or subject to avoidance under any section of any applicable Insolvency Law or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(r) The Seller has no operations or employees in the U.S.

(s) Each of the representation and warranties of the Seller contained in the Transaction Documents (other than this Agreement), is complete and correct in all material respects and the Seller hereby makes each such representation and warranty to, and for the benefit of, the Administrative Agent and the Secured Parties as if the same were set forth in full herein.

(t) There have been no material changes to the Credit and Collection Policies since the Closing Date which have not been (i) notified to the Agents pursuant to, and in accordance with, the Transaction Documents or (ii) permitted in accordance with the Transaction Documents.

(u) It is not required to account to any Official Body for any value added or other substantially similar Tax in respect of the assignment by it of any Receivable or any Related Security related thereto and no withholding or other Tax is deductible or payable on any payment made by an Obligor with respect to any Receivable or any Related Security related thereto.

(v) The Seller is, to the extent applicable, in compliance with Sanctions.

(w) The Seller is not, and no director or senior officer of the Seller is, any of the following:

(i) a Restricted Person;

(ii) a Person owned 50% or more or controlled by, or acting on behalf of, any Restricted Person; or

(iii) a Person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.

4.2 Representations of the Performance Undertaking Provider

The Performance Undertaking Provider hereby represents and warrants to the Agents and the Purchasers that, on the date of the Closing Date and as of the date of each Investment, each Reinvestment and each Release hereunder and as of each Reporting Date:

(a) To the best of the knowledge of the Responsible Officers of the Performance Undertaking Provider, the Performance Undertaking Provider and its Subsidiaries are, to the extent applicable, in compliance in all material respects with Sanctions.

(b) To the best of the knowledge of the Responsible Officers of the Performance Undertaking Provider, the Performance Undertaking Provider is not, and no Subsidiary and no director or senior officer of the Performance Undertaking Provider or any Subsidiary, is any of the following:

(i) a Restricted Party;

(ii) a Person owned 50% or more or controlled by, or acting on behalf of, any Restricted Party; or

(iii) a Person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.

(c) The Performance Undertaking Provider has implemented and maintains in effect policies and procedures designed to promote compliance by the Performance Undertaking Provider, its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions.

4.3 Representations and warranties of the Master Servicer

The Master Servicer hereby represents and warrants to the Agents and the Purchasers that, on the date of the Closing Date and as of the date of each Investment, each Reinvestment and each Release hereunder and as of each Reporting Date:

(a) The Master Servicer is, to the extent applicable, in compliance with Sanctions.

(b) The Master Servicer is not, and no director or senior officer of the Master Servicer is, any of the following:

(i) a Restricted Person;

(ii) a Person owned 50% or more or controlled by, or acting on behalf of, any Restricted Person; or

(iii) a Person that commits, threatens or conspires to commit or support “terrorism” as defined in the Executive Order.

5. COVENANTS

5.1 Covenants of the Seller

Until the Final Payout Date:

(a) Compliance with laws, etc.

The Seller will comply in all material respects with all applicable Laws and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges, except to the extent that the failure so to comply with such Laws or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not have a Material Adverse Effect.

(b) Offices, records and books of account

The Seller will keep its records concerning the Receivables at (i) the address of the Seller specified in Section 11.2 ( Notices, etc. ) as of the date of this

Agreement or (ii) upon fifteen (15) days prior written notice to the Administrative Agent and the Purchaser Agents, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent or any Purchaser Agent to protect and perfect its security interest in the Collateral have been taken and completed. The Seller also will maintain and implement, or cause the Master Servicer to maintain and implement, administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the loss or 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 records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).

In the event that the Seller shall sell, hold in trust or otherwise transfer any interest in any Receivable, any Related Security or any other Collateral (other than as contemplated by the Transaction Documents), the Seller shall inform the counterparty that it has entered into a securitization program arranged by Rabobank under which it has securitized certain of its Receivables.

(d) Sales, Liens, etc.

The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim (except for Permitted Adverse Claims) upon or with respect to, the Portfolio Receivables, any Seller Operating Account, any other Collateral or any other asset of the Seller, or assign any right to receive income in respect thereof and the Seller shall not issue any Equity Interest to any other Person other than the Equity Holder or permit any such Equity Interests to be subject to any Adverse Claim, except as otherwise expressly provided for in the Transaction Documents. Nothing in this Section 5.1(d ) shall prevent the Seller from making Restricted Payments otherwise permitted under Section 5.1(n) .

(e) Extension or amendment of Portfolio Receivables and Contracts

Except as provided in Section 2.2(c) ( Duties of the Master Servicer ) of the Servicing Agreement, the Seller will not (i) extend, amend or otherwise modify the terms of any Portfolio Receivable or any Related Security, or (ii) amend, modify or waive any term or condition of any Contract related thereto except (i) in accordance with the applicable Credit and Collection Policies, (ii) as required by Law or (iii) otherwise in a manner that would not have a Material Adverse Effect or materially adversely affect the interests or remedies of the Secured Parties.

(f) Change in Business

The Seller will not make any change to the character of its business.

(g) Change in payment instructions to Obligors

The Seller will not add or terminate any Seller Operating Account from those listed in Schedule 5 ( Facility Accounts and Facility Account Banks ), or make any change in any instruction to Obligors regarding payments to be made in respect of the Receivables which would adversely affect the likelihood that Obligors will make payments directly to the relevant Collection Account or payments to be made to any Seller Operating Account unless the Administrative Agent and each Purchaser Agent shall have received at least fifteen (15) days prior written notice of such addition, termination or change (including an updated Schedule 5 ( Facility Accounts and Facility Account Banks )) and a fully executed Security Document with respect to each new Seller Operating Account has been delivered to the Administrative Agent. Each Seller Operating Account shall be maintained at all times in the name of the Seller and at a bank or other financial institution with at least two of the three following ratings: at least A-1 by S&P, P-1 by Moody’s and F1 by Fitch.

(h) Deposits to Seller Operating Accounts

If the Seller shall receive any Collections directly, the Seller shall (or will cause the Master Servicer to) promptly (and in any event within two (2) Business Days) cause such Collections to be deposited into a Seller Operating Account or Collection Account. The Seller will not permit and will (and will cause the Servicer Parties to) prevent funds which do not constitute Collections of Receivables or the proceeds of Incremental Investments or Subordinated Loans under the Subordinated Loan Agreement from being deposited into any Seller Operating Account.

(i) Further Assurances; Change in Name or Jurisdiction of Organisation, etc.

(i) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that the Administrative Agent may reasonably request, to (A) perfect, protect or more fully evidence the Administrative Agent’s security interest in the Seller Operating Accounts and the other Collateral, (B) enable the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents or the Administrative Agent to exercise and enforce their respective rights and remedies under this Agreement or (C) ensure that the transactions contemplated hereunder and under the other applicable Transaction Documents are treated as true sales. Without limiting the foregoing, the Seller will at its expense, within ten (10) Business Days request of the Administrative Agent, duly execute, file, or serve in or on the appropriate filing office, Official Body or other Person in each jurisdiction necessary all registrations, notices, financing or continuation statements, or amendments thereto, and such other instruments and other documents, that may be necessary or reasonably desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence the Administrative Agent’s security interest in the Seller Operating Accounts and the other Collateral. The Seller authorizes the

Administrative Agent to file financing or continuation statements or similar instruments, and amendments thereto and assignments thereof, relating to the Seller Operating Accounts and the other Collateral for the purpose of evidencing or protecting its security interest in connection therewith without the signature of the Seller. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by Law.

(ii) The Seller will at all times be incorporated under the laws of Netherlands and will not take any action to change its jurisdiction of organisation.

(iii) The Seller will not change its name, identity, corporate structure, location, registered office, its centre of main interests, its principal place of management or tax identification number or make any other change which could render any financing statement or similar instrument filed in connection with any Transaction Document seriously misleading or otherwise ineffective under applicable Law, unless the Administrative Agent shall have received at least fifteen (15) days advance written notice of such change prior to the effectiveness thereof and all action by the Seller necessary or appropriate to perfect or maintain the perfection of the Administrative Agent’s security interest in the Seller Operating Accounts and the other Collateral (including the filing of all financing statements or similar instruments and the taking of such other action as the Administrative Agent may request in connection with such change) shall have been duly taken.

(j) Separateness

The Seller shall:

(i) maintain corporate records and books of account separate from those of any other Transaction Party;

(ii) ensure that the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents shall be continuously maintained as official records;

(iii) maintain an arm’s-length relationship with each other Transaction Party and not hold itself out as being liable for any Indebtedness of any other Transaction Party;

(iv) keep its assets and its liabilities wholly separate from those of each other Transaction Party;

(v) not mislead third parties by conducting or appearing to conduct business on behalf of any other Transaction Party or expressly or impliedly representing or suggesting that the Seller is liable or responsible for any Indebtedness of any other Transaction Party or that

the assets of the Seller are available to pay the creditors of any other Transaction Party;

(vi) not hold any other Transaction Party out to third parties as other than an entity with assets and liabilities distinct from the Seller;

(vii) not hold itself out to be responsible for any decisions or actions relating to any other Transaction Party;

(viii) take such other actions as are necessary on its part to ensure that all corporate procedures required by its Organizational Documents are duly and validly taken;

(ix) keep correct and complete records and books of account and corporate minutes;

(x) not act in any manner that could foreseeably mislead others with respect to the separate identity of each other Transaction Party;

(xi) at all times limit its transactions with each other Transaction Party only to those expressly permitted hereunder or under any other Transaction Document; and

(xii) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken by it in order to (I) ensure that the assumptions and factual recitations set forth in any true sale opinion or non-consolidating opinion issued in connection with the Transaction Documents remain true and correct in all material respects with respect to it and the other Transaction Party and (II) comply in all material respects with those procedures described in such provisions which are applicable to it.

(k) Transaction Documents

Except as permitted under Section 11.14 ( Limitation on the addition and termination of Originators ) or as otherwise expressly permitted by the Transaction Documents , the Seller will not terminate, amend, waive or modify, or consent to any termination, amendment, waiver or modification of, any provision of any Transaction Document or grant any other consent or other indulgence under any Transaction Document, in each case, without the prior written consent of the Administrative Agent and the Required Committed Purchasers (such consent not to be unreasonably withheld); provided that (i) the consent of each Committed Purchaser shall be required for any such amendment, waiver, modification, consent or other indulgence that would have a Fundamental Change (except that the consent of BTMU shall not be necessary with respect to any amendment, waiver, modification, consent or other indulgence related to the definition of “CP Rate”) and (ii) the consent of BTMU shall be required for any such amendment, waiver, modification, consent or other indulgence that relates to the definition of “Albion Cost of Funds.” The Seller will perform in all material respects all of its obligations under the Transaction Documents and will enforce its rights

under the Transaction Documents in accordance with their respective terms. The Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent and the Secured Parties as assignees of Seller) under the Transaction Documents as the Administrative Agent or the Required Committed Purchasers may from time to time reasonably request, including making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in any Transaction Document.

(l) Nature of Business; No Subsidiaries; Change in Credit and Collection Policies

The Seller will not engage in any business other than the ownership, collection and financing of Receivables, Related Security and Collections originated by the Originators pursuant to and in accordance with terms of the Transaction Documents. The Seller will not create or form any Subsidiary. The Seller will not amend, modify, change or repeal any of its Organizational Documents without the prior written consent of each Agent. The Seller will not make any material change in the Credit and Collection Policies except (i) as required by Law or (ii) with the prior written consent of each Purchaser Agent (such consent not to be unreasonably withheld). The Seller will not have any employees.

(m) Mergers, etc.

Except to the extent expressly permitted by the Transaction Documents, the Seller will not liquidate or dissolve or merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person.

(n) Distributions, etc.

The Seller will not (i) except as otherwise required by applicable Law, declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any of its Equity Interests in the Seller, or return any capital to its members or other Equity Holders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any membership interests or other equity of the Seller or any warrants, rights or options to acquire any membership interests or other equity of the Seller, now or hereafter outstanding, (ii) prepay, purchase or redeem any Indebtedness (other than expressly in accordance with the Transaction Documents), (iii) lend or advance any funds or (iv) repay any loans or advances to, for or from any of its Affiliates (the amounts described in Sections 5.1(n)(i) to (iv) being referred to as “Restricted Payments” ); provided that the Seller may (x) purchase Receivables and any Related Security and Collections related thereto, and (y) pay amounts owing in respect of the Subordinated Loans, in each case, pursuant to and in accordance with the terms and conditions of the Transaction Documents, including Section 2.6

( Collections prior to Facility Termination Date ), Section 2.7 ( Collections after Facility Termination Date ) and Section 3 ( Conditions of Purchases ).

(o) Indebtedness

The Seller will not create, incur, guarantee, assume or suffer to exist any Indebtedness or other liabilities, whether direct or contingent, funded or unfunded, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under this Agreement, (iii) the incurrence of other obligations pursuant to, and, as expressly set forth in, the Transaction Documents or (iv) the incurrence of operating expenses in the ordinary course of business in an amount not to exceed EUR 100,000 at any time outstanding.

(p) Taxes

The Seller will file all material tax returns and reports required by Law to be filed by it and will within the time period required by applicable Law or regulation pay all material Taxes and governmental charges at any time due and payable by it (including, without limitation, all Taxes payable by the Seller in connection with the Portfolio Receivables and Related Security), except to the extent such Taxes or governmental charges are being contested in good faith by appropriate proceedings and the Seller has set aside in its books adequate reserves in accordance with GAAP as reasonably determined by the Seller.

(q) Enforcement

The Seller on its behalf, and on behalf of the Secured Parties, shall (or shall cause the Master Servicer Parties to) promptly require compliance with all covenants and obligations in its favor of the Intermediate Transferors contained in the Intermediate Transfer Agreements and all covenants and obligations in its favor of the Originators under the Originator Sale Agreements. The Seller shall also deliver consents, approvals, acknowledgements, directions, notices, waivers and take such further actions thereunder as may be directed by the Administrative Agent. The Seller (or the Seller Agent or Master Servicer on its behalf) shall track all funds paid to each Originator as Advanced Purchase Prices and shall at no time permit the transfer of Advanced Purchase Price payments (which have not been applied to the Purchase Price of Receivables that qualify as Eligible Receivables) to exceed 10% of the Unpaid Balance of Portfolio Receivables that qualify as Eligible Receivables set forth in the most recently delivered Portfolio Report with respect to the applicable Originator; provided , that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Advanced Purchase Price amounts with respect to each Originator would exceed such 10% threshold may be made on a weekly basis on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the

immediately succeeding date of determination. In addition, the Seller (or the Seller Agent or Master Servicer on its behalf) shall track all Deferred RPA Purchase Price amounts payable to Originators and shall at no time permit the Deferred RPA Purchase Price amounts to exceed 10% of the Unpaid Balance of Portfolio Receivables that qualify as Eligible Receivables set forth in the most recently delivered Portfolio Report with respect to the applicable Originator; provided , that so long as the Applicable S&P Rating is not below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is not below “Baa3” (or withdrawn or suspended), then the determination as to whether the Deferred RPA Purchase Price amounts with respect to each Originator would exceed such 10% threshold may be made on a weekly basis (rather than daily in any other circumstance) on the fourth Business Day (or, if such calendar week has less than 4 Business Days, on the last Business Day) of such calendar week and any such determination shall remain in effect until the immediately succeeding date of determination.

(r) Seller Operating Accounts

The Seller will cause all Seller Operating Accounts to be subject at all times to a Security Document and all Collection Accounts to be subject at all times to an Account Security Agreement.

(s) Change in accountants or accounting policies

The Seller shall promptly notify the Administrative Agent of (i) any change in its auditors or (ii) any material change in its accounting policies to the extent such change in accounting policies could reasonably be expected to have a Material Adverse Effect.

(t) Power of Attorney

The Seller will not revoke or attempt to revoke any power of attorney granted by it in connection with the transactions contemplated by the Transaction Documents (unless such revocation results from mandatory application of applicable Law).

(u) Negotiable Instruments

Unless delivered to the Administrative Agent, the Seller shall not take any action to cause any Portfolio Receivable not evidenced by a negotiable instrument upon origination to become evidenced by a negotiable instrument, except in connection with the enforcement or collection of a Defaulted Receivable.

(v) Delivery of Audited Financial Statements

The Seller shall deliver to the Administrative Agent, within 120 days after the close of each of its fiscal years starting from its fiscal year ending December 31, 2011, a copy of its audited financial statements prepared by its accountants in accordance with GAAP and that are provided to the Performance Undertaking Provider in connection with the preparation of the

Performance Undertaking Provider’s consolidated annual audited financial statements.

(w) Licenses, etc.

The Seller shall maintain in full force and effect all licenses, approvals, authorizations, consents, registrations and notifications which are at any time required in connection with the performance of its duties and obligations hereunder and under the other Transaction Documents, except to the extent the failure to do so would not have a Material Adverse Effect.

(x) Credit and Collection Policies

The Seller shall comply in all material respects with the applicable Credit and Collection Policies.

(y) Sanctions

(i) Promptly upon a Responsible Officer of the Seller becoming aware that the Seller has received formal notice that it has become subject to any action or investigation under any Sanctions, the Seller shall, to the extent permitted by law, supply to the Administrative Agent details of any such action or investigation.

(ii) The Seller will not knowingly permit or authorize any other Person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the transactions contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Person except as otherwise permitted or authorized by Sanctions or Sanctions Authorities, including, without limitation, as authorized by OFAC general or specific license or (ii) in any other manner that would result in any of the Seller, the Administrative Agent, any Purchaser Agent, any Committed Purchaser or any Conduit Purchaser being in breach of any Sanctions or becoming a Restricted Person.

5.2 Inspections; annual agreed upon procedures audit

Until the Final Payout Date:

(a) The Seller will, at the expense of the Seller (subject to the proviso to this Section 5.2(a) ), from time to time during regular business hours as requested by the Administrative Agent and/or any Purchaser Agent upon five (5) Business Days prior notice, permit the Administrative Agent, any Purchaser Agent, or their respective agents or representatives (including independent accountants, which may not be the Seller’s or the Master Servicer’s independent accountants) (i) to conduct audits of the Receivables, the Related Security, the other Collateral and the related books and records, including the Contracts, and collections systems of the Seller; (ii) to examine and make copies of and abstracts from all documents, purchase orders, invoices,

agreements, books, records and other information (including computer programs, tapes, discs, punch cards, data processing software, storage media and related property and rights) relating to Receivables, the Related Security and the other Collateral, including, the related Contracts to the extent necessary to preserve the Secured Parties’ rights, and verify the Transaction Parties’ compliance with their obligations, under the Transaction Documents and (iii) to visit the offices and properties of the Seller for the purpose of examining such materials described in Sections 5.2(a)(i) and (ii) , and to discuss matters relating to Receivables, the Related Security and the other Collateral or the Seller’s performance under the Transaction Documents or under the Contracts with any of the officers or employees of the Seller having knowledge of such matters; provided that, unless a Facility Event or Portfolio Event has occurred, only one such examination and visit in any calendar year shall be at the expense of the Seller.

(b) On or before the 30 th day before each anniversary of the Amendment Effective Date, or at any time upon the occurrence and during the continuance of a Facility Event or Portfolio Event, upon the request of the Administrative Agent and/or any Purchaser Agent, the Seller shall, and shall cause each Servicer Party to, cause a firm of nationally recognized independent accountants or collateral auditors, in either case acceptable to the Administrative Agent (who may also render other services to the Seller, the Servicer Parties or their Affiliates) to furnish a report (addressed to the Administrative Agent and each Purchaser Agent) to the Administrative Agent and each Purchaser Agent (each such report, an “Accountants’ Letter” ) in a form acceptable to the Administrative Agent and each Purchaser Agent, to the effect that they have performed certain procedures as reasonably requested by the Administrative Agent and the Purchaser Agents (which, unless otherwise agreed by the Administrative Agent and the Purchaser Agents, shall include the procedures identified on Schedule 6 ( Agreed upon Procedures )) and examined certain documents and records relating to the Receivables and the servicing thereof and have compared the information contained in certain of the Portfolio Reports and Outstanding Receivables Reports delivered pursuant to the Transaction Documents for the preceding twelve (12) calendar month period with such documents and records and that, on the basis of such procedures, have noted no material instances where the amounts set forth in such Portfolio Reports and Outstanding Receivables Reports are not in agreement with the Master Servicer documents and records, except for such exceptions as shall be set forth in such report; provided , that (i) each such annual review shall examine the historical receivables information which accounts for at least 25% of the Outstanding Balance of Portfolio Receivables as of the date of determination used for the Accountants’ Letter and (ii) with respect to each review conducted in connection with the second anniversary of the Amendment Effective Date and the anniversary falling every two calendar years thereafter, such review shall examine historical receivables information which accounts for at least 25% of the Outstanding Balance of Portfolio Receivables originated by the U.S. Originators as of the date of determination used for the Accountants’ Letter. The cost of any Accountants’ Letter shall be paid by the Master Servicer out of its own funds. For the avoidance of doubt, the Seller (or the Master Servicer) shall only be responsible for the costs of

one such annual review and any such review per Servicer Party requested by the Administrative Agent and/or the Purchaser Agents upon the occurrence and during the continuance of a Facility Event or Portfolio Event.

5.3 Covenants of the Performance Undertaking Provider

(a) Sanctions Actions or Investigations

Promptly upon a Responsible Officer of the Performance Undertaking Provider becoming aware that the Performance Undertaking Provider or any of its Subsidiaries has received formal notice that it has become the subject of any material action or investigation under any Sanctions, the Performance Undertaking Provider shall, to the extent permitted by law, supply to the Administrative Agent details of any such material action or investigation.

(b) Anti-Corruption and Sanctions Compliance Policies and Procedures

The Performance Undertaking Provider will maintain in effect policies and procedures designed to promote compliance by the Performance Undertaking Provider, its Subsidiaries and their respective directors, officers and employees with applicable Anti-Corruption Laws and Sanctions.

The Performance Undertaking Provider will not knowingly conduct its operations in violation of any applicable financial recordkeeping and reporting requirements of the U.S. Bank Secrecy Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any applicable authority (collectively, the “ Money Laundering Laws ”), and no action or inquiry by or before any authority involving the Performance Undertaking Provider with respect to Money Laundering Laws is pending or, to the best of the knowledge of the Responsible Officers of the Performance Undertaking Provider, is threatened.

(d) Sanctions

The Performance Undertaking Provider will not knowingly use, or permit any of its Subsidiaries to use, any funds derived from any activity that would violate Sanctions to pay any of the obligations under the Transaction Documents.

5.4 Covenants of the Master Servicer

(a) Sanctions

(i) Promptly upon a Responsible Officer of the Master Servicer becoming aware that the Master Servicer has received formal notice that it has become subject to any action or investigation under any Sanctions, the Master Servicer shall, to the extent permitted by law, supply to the Administrative Agent details of any such action or investigation.

(ii) The Master Servicer will not knowingly permit or authorize any other Person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the transactions contemplated by this Agreement to fund any trade, business or other activities: (i) involving or for the benefit of any Restricted Person except as otherwise permitted or authorized by Sanctions or Sanctions Authorities, including, without limitation, as authorized by OFAC general or specific license or (ii) in any other manner that would result in any of, the Master Servicer, the Administrative Agent, any Purchaser Agent, any Committed Purchaser or any Conduit Purchaser being in breach of any Sanctions or becoming a Restricted Person.

6. ADMINISTRATION AND COLLECTION OF RECEIVABLES

6.1 Designation of Master Servicer

The servicing, administration and collection of the Portfolio Receivables shall be conducted by the Master Servicer so designated under the Servicing Agreement from time to time. If the Applicable S&P Rating is below “BBB-” (or withdrawn or suspended) and the Applicable Moody’s Rating is below “Baa3” (or withdrawn or suspended), then the Administrative Agent (at the direction of any Purchaser) may appoint a back-up servicer reasonably acceptable to the Administrative Agent hereunder and under the other Transaction Documents at the reasonable expense of the Master Servicer. Such back-up servicer must agree to commence servicing within five Business Days of receipt of notice to succeed the Master Servicer. The Master Servicer shall cooperate with such appointment and take all actions reasonably requested by the Administrative Agent or any Purchaser Agent in connection therewith. The back-up servicer shall be appointed within 3 calendar months of such downgrade (but, for the avoidance of doubt, any failure to appoint a back-up servicer within such timeframe shall not constitute a Facility Termination Event).

6.2 Certain Rights of the Administrative Agent

(a) The Administrative Agent may (and if so directed by the Majority Committed Purchasers, shall), at any time following the occurrence and during the continuation of a Facility Event or Portfolio Event, have each Seller Operating Account transferred into the name of the Administrative Agent for the benefit of the Secured Parties and/or assume exclusive control of the Seller Operating Accounts and Collection Accounts and, in each case, take such actions to effect such transfer or assumption as it may determine to be necessary or appropriate (including delivering the notices attached to the applicable Security Documents).

(b) At any time following the occurrence and during the continuation of a Facility Termination Event:

(i) At the Administrative Agent’s request (acting at the request of the Majority Committed Purchasers) and at the Seller’s expense, the Seller shall, or shall cause each Servicer Party to (and if any Servicer Party shall fail to do so within two (2) Local Business Days, the

Administrative Agent may) (i) notify each Obligor of Portfolio Receivables of the transfer, sale, trust, assignation and assignment of the Portfolio Receivables and the Related Security with respect thereto pursuant to the Transaction Documents and of the applicable Purchaser’s ownership of the Portfolio Receivables and the Related Security with respect thereto, (ii) direct such Obligors that payments under any Portfolio Receivable or any Related Security with respect thereto be made directly to the Administrative Agent or its designee and (iii) execute any power of attorney or other similar instrument and/or take any other action necessary or desirable to give effect to such notice and directions, including any action required (x) to convey or perfect the relevant Purchaser’s title in the Portfolio Receivables and Related Security, or (y) to be taken so that the obligations or other indebtedness of such Obligors in respect of any Portfolio Receivables and any Related Security with respect thereto may no longer be legally satisfied by payment to the applicable Originator or any of its Affiliates.

(ii) At the Administrative Agent’s request (acting at the request of the Majority Committed Purchasers) and at the Seller’s expense, the Seller shall, or shall cause each Servicer Party to, (A) assemble all of the Contracts, documents, instruments and other records (including computer tapes and disks) that evidence or relate to the applicable Portfolio Receivables, or that are otherwise necessary or desirable to collect the applicable Portfolio Receivables, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Portfolio Receivables in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.

(c) The Seller authorizes the Administrative Agent, following the occurrence and during the continuation of a Facility Termination Event, to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Portfolio Receivables, including (i) endorsing the Seller’s or any other Transaction Party’s name on checks and other instruments representing Collections, and (ii) enforcing the Receivables and the Related Security and the Security Agreements and other Transaction Documents, including to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with therewith and to file any claims or take any action or institute any proceedings that the Administrative Agent (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Seller or any other Transaction Party in respect of, the Receivables and the Related Security and the other Transaction Documents.

6.3 Performance of obligations

(a) If the Master Servicer or the Seller fails to perform any of its obligations under this Agreement or any other Transaction Document and a Servicer Default or Facility Termination Event has occurred and is continuing with respect to the Master Servicer or the Seller, as applicable, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; and the Administrative Agent’s costs and expenses reasonably incurred in connection therewith shall be payable by the Master Servicer or the Seller, as applicable.

(b) The Seller shall, and shall cause the Master Servicer to, perform their respective obligations, and exercise their respective rights, under the Contracts and the Transaction Documents to the same extent as if the Portfolio Receivables had not been sold and transferred pursuant hereto. The exercise by the Administrative Agent on behalf of the Secured Parties of their rights under this Agreement shall not release the Master Servicer or the Seller from any of their duties or obligations with respect to any Contracts or Transaction Documents. None of the Administrative Agent, the Purchasers or the Purchaser Agents shall have any obligation or liability with respect to any Transaction Documents or Contracts, nor shall any of them be obligated to perform the obligations of any Transaction Party under any Transaction Document or Contract.

(c) The Administrative Agent’s rights and powers under this Section 6 and under the Servicing Agreement shall not subject the Administrative Agent to any liability if any action taken by it proves to be inadequate or invalid nor shall such powers confer any obligation whatsoever upon the Administrative Agent.

7. TERMINATION EVENTS

7.1 Facility Termination Events

If any of the following events (each a “Facility Termination Event” ) shall occur and be continuing:

(a) any Facility Party shall fail to make any payment or deposit required to be made by it hereunder or under any other Transaction Document to which it is a party when due hereunder or thereunder and such failure remains unremedied for two (2) Business Days from the earlier to occur of (i) the date upon which a Responsible Offer of such Facility Party obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Facility Party by the Administrative Agent or any Purchaser Agent;

(b) any representation, warranty, certification or statement made by any Facility Party in this Agreement or any other Transaction Document to which such Facility Party is a party shall prove to have been incorrect in any material respect when made or deemed made (other than any breach of a representation, warranty, certification or statement solely relating to a Portfolio Receivable for which the entire Deemed Collection amount required

to be paid under the applicable Specified Deemed Collection Section has been paid) and such Facility Party shall have failed to remedy such circumstances in a manner such that such representation, warranty, certification or statement is true and correct in all material respects within thirty (30) days after a Responsible Officer of such Facility Party obtained knowledge or received notice thereof;

(c) other than as addressed in Section 7.1(a) , any Facility Party shall fail to perform or observe any term, covenant or agreement contained in this Agreement or any other Transaction Document to which such Facility Party is a party in any material respect and such Facility Party shall have failed to remedy such failure within thirty (30) days after a Responsible Officer of such Facility Party obtained knowledge or received notice thereof;

(d) Bunge Limited, any Investor Certificateholder or any Designated Master Trust Obligor shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation) on the scheduled or original due date with respect thereto; (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided that (A) a default, event or condition described in clause (i) , (ii) or (iii) above shall not at any time constitute a Facility Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i) through (iii) above shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which together exceeds in the aggregate $100,000,000 or the Dollar Equivalent thereof in any other currency; and (B) clause (iii) shall be deemed inapplicable if the occurrence of such event or condition referred to above gives rise to an obligation to make mandatory prepayment without further demand of any Person on terms agreed prior to the occurrence of such event or condition;

(e) an Event of Bankruptcy shall occur with respect to any Transaction Party;

(f) the Administrative Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease to have a valid and perfected first priority charge, security interest or pledge in the Collateral prior to all other interests;

(g) a Servicer Default shall occur and be continuing;

(h) any Change of Control shall occur;

(i) the Aggregate Invested Amount exceeds the Funding Base as determined by reference to the most recent Portfolio Report delivered under the Servicing Agreement and such circumstance remains unremedied for two (2) Business Days;

(j) the failure by any Transaction Party to pay one or more final judgments requiring that Transaction Party to pay a sum or sums of money aggregating in excess of $100,000,000 or the Dollar Equivalent thereof in any other currency, which judgments are not discharged or effectively vacated, discharged, bonded, waived or stayed (including by appeal within thirty (30) days from entry thereof) for a period of thirty (30) consecutive days (unless fully covered by insurance as to which the relevant insurance company has acknowledged coverage), or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any such Transaction Party to enforce any such judgment;

(k) the failure by the Seller to pay one or more final judgments requiring the Seller to pay a sum or sums of money aggregating in excess of $50,000 or the Dollar Equivalent thereof in any other currency which judgments are not discharged or effectively waived or stayed (including by appeal provided that the Seller is not required to make any payment or payments in respect of such judgment pending appeal) for a period of thirty (30) consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Seller to enforce any such judgment;

(l) except in the case of a termination expressly permitted under Section 11.14 ( Limitation on the addition and termination of Originators ), any Transaction Document or any material provision thereof shall cease, for any reason, to be in full force and effect, or any Transaction Party shall so assert in writing or any Transaction Party shall otherwise seek to terminate or disaffirm its material obligations under any such Transaction Document;

(m) the Subordinated Lender fails for any reason (including as the result of the failure to meet any condition precedent) to make a Subordinated Loan under the Subordinated Loan Agreement following delivery by the Seller of a Subordinated Loan Investment Request and such failure remains unremedied for two (2) Business Days; or

(n) an “Event of Default” occurs under and as defined in the Subordinated Loan Agreement and the Subordinated Lender’s commitment to make further Subordinated Loans thereunder shall be cancelled.

then, and in any such event, the Administrative Agent shall, at the direction of the Majority Committed Purchasers, declare the Facility Termination Date to have occurred upon notice to the Seller (in which case the Facility Termination Date shall be deemed to have occurred); provided that automatically upon the occurrence of any event (without any requirement for the giving of notice) described in Section 7.1(e) , the Facility Termination Date shall occur. Upon any such declaration or upon such automatic termination, the Purchasers, the Purchaser Agents and the Administrative Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under applicable

Law, which rights and remedies shall be cumulative. Each Committed Purchaser agrees to provide written notice to the Administrative Agent within three (3) Business Days of receipt of notice of the occurrence of a Facility Termination Event or Portfolio Event of both (1) whether it desires to declare the Facility Termination Date and (2) whether it desires to waive such Facility Termination Event or Portfolio Event; provided , that any failure to respond shall be deemed to be (x) a decision not to declare the Facility Termination Date (although any such decision not to declare may be switched to a decision to declare the Facility Termination Date at any time thereafter in such Committed Purchaser’s discretion) and (y) a decision not to waive such Facility Termination Event or Portfolio Event.

7.2 Termination of Facility

If the Facility Termination Date occurs following the occurrence of any Facility Termination Event, Reinvestments shall immediately terminate without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Seller Party. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agents 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 all rights and remedies provided under the UCC, all of which rights shall be cumulative.

8. THE ADMINISTRATIVE AGENT

8.1 Authorization and Action

(a) The Administrative Agent shall:

(i) hold, administer and realize any Collateral that is transferred or assigned by way of security ( Sicherungseigentum/Sicherungsabtretung ) or otherwise granted to it creating or evidencing a non-accessory security right ( nicht akzessorische Sicherheit ) in its own name as trustee ( Treuhänder ) for the benefit of the Secured Parties;

(ii) hold, administer, and realize any Collateral that is pledged ( Verpfändung ) or otherwise transferred to the Administrative Agent creating or evidencing an accessory security right ( akzessorische Sicherheit ) for the benefit of the Secured Parties;

(iii) the Administrative Agent shall promptly forward to any Purchaser Agent the original or a copy of any document or report which is delivered to the Administrative Agent by any Transaction Party in connection with any Transaction Document (including, (i) in the case of any document or report specifically required to be delivered to the Administrative Agent by 12:00 noon (London time) on any Business Day, by the end of such Business Day of receipt and (ii) in the case of each other document or report, by 12:00 noon (London time) on the following Business Day); and

(iv) upon receipt of the specified direction of all Purchasers, the Majority Committed Purchasers or the Required Committed Purchasers, as

applicable, take any action which the Transaction Documents specify must be taken by the Administrative Agent upon receipt of such direction. It is understood and agreed that any Purchaser or Purchaser Agent shall have the ability to request a vote on any matter requiring Purchaser or Purchaser Agent consent hereunder at any time, in which event the Administrative Agent shall promptly solicit such vote.

(b) Each Secured Party hereby ratifies and approves all acts and declarations done by the Administrative Agent on such Secured Parties’ behalf before the execution of this Agreement.

(c) Each of the parties to this Agreement agrees that, in relation to any jurisdiction the courts of which would not recognize or give effect to the trust expressed to be created by this Agreement, the relationship of the Secured Parties to the Administrative Agent shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the parties to this Agreement.

(d) Each of the Secured Parties hereby authorizes and grants power of attorney ( Vollmacht ) to the Administrative Agent to:

(i) accept as its representative ( Stellvertreter ) any pledge or other creation of any accessory Collateral granted to it in relation to the German Security Documents and to execute and amend for and on its behalf all German Security Documents to which it is a party, and any other agreements related to the Collateral;

(ii) execute on behalf of itself and the Secured Parties where relevant and without the need for any further referral to, or authority from, the Secured Parties or any other person all necessary releases of any Collateral created under any of the German Security Documents;

(iii) realize the Collateral in accordance with the German Security Documents;

(iv) make and receive all declarations and statements which are necessary or desirable in connection with the Collateral or any of the German Security Documents; and

(v) undertake all other necessary actions and measures.

(e) The Administrative Agent is exempt from the restrictions of section 181 of the German Civil Code ( Bürgerliches Gesetzbuch ) or similar restrictions under any applicable law.

(f) The Administrative Agent has the power to grant sub-power of attorney (including the release from the restrictions of section 181 of the German Civil Code). A Secured Party which, due to its statutes, is not able to grant an exemption from the restrictions of section 181 of the German Civil Code will notify the Administrative Agent accordingly. Upon demand of the

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Administrative Agent, such Secured Party will grant a certain power of attorney to the Administrative Agent in order to enable the Administrative Agent to act on the Secured Party’s behalf in accordance with the Transaction Documents in a way the Administrative Agent deems appropriate to maintain the Secured Party’s rights.

(g) Each Purchaser and Purchaser Agent hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and the other Transaction Documents, together with such powers as are reasonably incidental thereto. Without limiting the foregoing, the Administrative Agent is empowered and authorized, on behalf of the Secured Parties, to hold and administer the Collateral as trustee for the benefit of the Secured Parties under the Security Documents.

(h) Without limiting the foregoing, the Administrative Agent and the Seller hereby undertake to enter into an acknowledgment deed, substantially in the form attached hereto as Exhibit D, bearing certain date at law ( data certa ) with the Italian Originator and the Italian Collection Account Banks, in order to acknowledge that pursuant to Section 2.1 of this Agreement any right, title and interest arising from the Italian Account Security (including those transferred by the Italian Intermediate Transferor to the Seller under the Italian Intermediate Transfer Agreement) has been transferred by the Seller to the Administrative Agent (on behalf of the Purchasers), including the right to exercise all the Seller’s rights and powers under the Italian Account Security Agreement.

(i) The Administrative Agent shall not have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any duty of care or obligation to, or relationship of trust or agency with, any Transaction Party, the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents or any other Secured Party, except as expressly set out in the Transaction Documents. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision of any Transaction Document or applicable Law. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

8.2 Liability of Agent

Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as

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Administrative Agent under or in connection with the Transaction Documents (including the Administrative Agent’s servicing, administering or collecting Receivables as Servicer pursuant to Section 6 ( Administration and Collection of Receivables )), in the absence of its or their own gross negligence or wilful misconduct. Without limiting the generality of the foregoing, the Administrative Agent:

(a) may consult with legal counsel (including counsel for the Seller or any Transaction Party), independent accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts;

(b) makes no warranty or representation to any Purchaser Agent, Conduit Purchaser, Committed Purchaser or other Secured Party (whether written or oral) and shall not be responsible to any Purchaser Agent, Conduit Purchaser, Committed Purchaser or other Secured Party for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document;

(c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of any Transaction Party or to inspect the property (including the books and records) of any Transaction Party or to verify the accuracy of any Portfolio Report, Outstanding Receivables Report or any other information received under the Transaction Document;

(d) shall not be responsible to any Purchaser Agent, Conduit Purchaser, Committed Purchaser or other Secured Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document; and

(e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it in good faith to be genuine and signed or sent by the proper party or parties.

8.3 Rabobank and Affiliates

The obligation of Rabobank to fund its pro rata share of Incremental Investments under this Agreement may be satisfied by Rabobank or any of its Affiliates. With respect to any Incremental Investment or interest therein owned by it, Rabobank shall have the same rights and powers under this Agreement as any Committed Purchaser and may exercise the same as though it were not the Administrative Agent. Rabobank and any of its Affiliates may generally engage in any kind of business with the Transaction Parties or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of the Transaction Parties or any Obligor or any of their respective Affiliates, all as if Rabobank were not the Administrative Agent and without any duty to account therefor to the Purchaser Agents, the Conduit Purchasers, the Committed Purchasers or other Secured Parties.

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8.4 Indemnification of Administrative Agent

Whether or not the transactions contemplated hereby are consummated, each Committed Purchaser severally agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Transaction Parties), ratably based on the Commitment of such Committed Purchaser (or, if the Commitments have terminated, ratably according to the respective Commitment of such Committed Purchaser immediately prior to such termination), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document, provided that no Committed Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence, fraud or willful misconduct; provided , that no action taken in accordance with the direction of the Required Committed Purchasers shall be deemed to constitute gross negligence, fraud or willful misconduct for purposes of this Section 8.4 . Without limitation of the foregoing, to the extent not previously reimbursed by a Transaction Party or the priority of payments hereunder, each Committed Purchaser shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees pre-approved by the Purchasers (which approval shall not be unreasonably withheld)) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Seller. The undertaking in this Section 8.4 shall survive payment on the Final Payout Date and the resignation or replacement of the Administrative Agent.

8.5 Delegation of Duties

The Administrative Agent may execute any of its duties through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

8.6 Action or inaction by Administrative Agent

The Administrative Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Purchaser Agents, the Required Committed Purchasers or the Majority Committed Purchasers, as the case may be, and assurance of its indemnification by the Committed Purchasers, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Required Committed Purchasers, and such

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request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Conduit Purchasers, Committed Purchasers and Purchaser Agents. Unless any action to be taken by the Administrative Agent under a Transaction Document (a) specifically requires the advice or concurrence of the Purchaser Agents or (b) specifically provides that it be taken by the Administrative Agent alone or without any advice or concurrence of the Purchaser Agents, then the Administrative Agent may (and shall, to the extent required hereunder) take action based upon the advice or concurrence of the Required Committed Purchasers.

8.7 Notice of Facility Event s; Action by Administrative Agent

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Facility Event or Portfolio Event or any other default or termination event under the Transaction Documents, as the case may be, unless the Administrative Agent has received notice from any Purchaser Agent, any Purchaser or any Transaction Party stating that a Facility Event or Portfolio Event has occurred hereunder or thereunder and describing such termination event or default. If the Administrative Agent receives such a notice, it shall promptly give notice thereof to the Purchaser Agents whereupon the Purchaser Agents shall promptly give notice thereof to their respective Conduit Purchaser(s) and Committed Purchasers. The Administrative Agent shall take such action concerning a Facility Event or Portfolio Event or any other matter hereunder as may be directed by the Required Committed Purchasers (subject to the other provisions of this Section 8 ), but until the Administrative Agent receives such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrative Agent deems advisable and in the best interests of the Purchasers (unless specifically required by the terms of the applicable Transaction Document to await instruction from all Purchasers, the Majority Committed Purchasers or the Required Committed Purchasers, as applicable).

8.8 Non-Reliance on Administrative Agent and Other Parties

Each Purchaser Agent and each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Transaction Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Purchaser represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent, any Purchaser Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of each Transaction Party and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent to any Purchaser Agent or any Purchaser, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser Agent or Purchaser with any information concerning the Transaction Parties or any of their Affiliates that comes into the possession of the Administrative Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

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8.9 Successor Administrative Agent

The Administrative Agent may, upon at least thirty days notice to the Seller, the Master Servicer and the Purchaser Agents, resign as Administrative Agent. In addition, if either (i) the Administrative Agent has defaulted in the performance of its obligations under the Transaction Documents or (ii) the Administrative Agent is no longer Solvent, the Administrative Agent may be removed by the Purchaser Agents representing the Majority Committed Purchasers upon 30 days prior notice in the case of clause (i) above or immediately in the case of clause (ii) above. Except as provided below, such resignation or removal shall not become effective until a successor Administrative Agent is appointed by the Purchaser Agents (with the consent of the Master Servicer, such consent not to be unreasonably withheld or delayed) and has accepted such appointment. If no successor Administrative Agent shall have been appointed within 90 days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may appoint a successor Administrative Agent, which successor Administrative Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Moody’s and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or a Subsidiary of such an institution and shall be acceptable to the Master Servicer (such acceptance not to be unreasonably withheld or delayed). If no successor Administrative Agent shall have been appointed within 120 days after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may petition a court of competent jurisdiction to appoint a successor Administrative Agent, which successor Administrative Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Moody’s, and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or a Subsidiary of such an institution. Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from any further duties and obligations under the Transaction Documents. After any retiring Administrative Agent’s resignation hereunder, the provisions of Section 2.6 ( Indemnities ) of the Servicing Agreement and Section 10 ( Indemnities by the Seller ) and this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

8.10 Consent to agreed upon procedures

Each of the Purchasers and the Purchaser Agents, by becoming a party to this Agreement, authorizes the Administrative Agent (a) to execute on its behalf a letter agreement with respect to the limited engagement of, and consenting to the agreed upon procedures to be performed by, a firm of nationally recognized independent accountants or collateral auditors, in either case acceptable to the Administrative Agent in connection with the transactions contemplated by the Transaction Documents so long as such procedures are consistent with Section 5.2 ( Inspections; annual agreed upon procedures audit ); and (b) to approve additional agreed upon procedures.

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9. THE PURCHASER AGENTS

9.1 Authorization and action

Each Conduit Purchaser and each Committed Purchaser which belongs to the same Purchaser Group hereby appoints and authorizes the Purchaser Agent for such Purchaser Group to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Purchaser Agent by the terms hereof and the other Transaction Documents, together with such powers as are reasonably incidental thereto. No Purchaser Agent shall have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against any Purchaser Agent. No Purchaser Agent assumes, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with any Transaction Party, Conduit Purchaser or Committed Purchaser except as otherwise expressly agreed by such Purchaser Agent. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall any Purchaser Agent ever be required to take any action which exposes such Purchaser Agent to personal liability or which is contrary to any provision of any Transaction Document or applicable Law.

9.2 Purchaser Agent’s reliance, etc.

No Purchaser Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as a Purchaser Agent under or in connection with this Agreement or the other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, a Purchaser Agent: (a) may consult with legal counsel (including counsel for the Administrative Agent, the Seller, any Transaction Party), independent accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Conduit Purchaser or Committed Purchaser (whether written or oral) and shall not be responsible to any Conduit Purchaser or Committed Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of any Transaction Party or any other Person or to inspect the property (including the books and records) of any Transaction Party or to verify the accuracy of any Portfolio Report, Outstanding Receivables Report or any other information received under the Transaction Document; (d) shall not be responsible to any Conduit Purchaser or any Committed Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Transaction Documents or any other instrument or document furnished pursuant hereto; and (e) shall incur no liability under or in respect of this Agreement or any other Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.

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9.3 Purchaser Agent and Affiliates

With respect to any Investment or interests therein owned by it, each Purchaser Agent shall have the same rights and powers under this Agreement as any Committed Purchaser and may exercise the same as though it were not a Purchaser Agent. The Purchaser Agent and any of its Affiliates may generally engage in any kind of business with any Transaction Party or any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of any Transaction Party or any Obligor or any of their respective Affiliates, all as if such Purchaser Agent were not a Purchaser Agent and without any duty to account therefore to any Conduit Purchasers or Committed Purchasers.

9.4 Indemnification of Purchaser Agents

Each Committed Purchaser in any Purchaser Group severally agrees to indemnify the Purchaser Agent for such Purchaser Group (to the extent not reimbursed by the Transaction Parties), ratably according to its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Purchaser Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by such Purchaser Agent under this Agreement or any other Transaction Document; provided that no Committed Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Purchaser Agent’s gross negligence or willful misconduct.

9.5 Delegation of Duties

Each Purchaser Agent may execute any of its duties through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Purchaser Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.6 Action or inaction by Purchaser Agent

Each Purchaser Agent shall in all cases be fully justified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Conduit Purchasers and Committed Purchasers in its Purchaser Group and assurance of its indemnification by the Committed Purchasers in its Purchaser Group, as it deems appropriate. Each Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction of the Committed Purchasers in its Purchaser Group representing a majority of the Commitments in such Purchaser Group, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Conduit Purchasers and Committed Purchasers in its Purchaser Group.

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9.7 Notice of Events of Termination

No Purchaser Agent shall be deemed to have knowledge or notice of the occurrence of any Facility Event or Portfolio Event or and other default or termination event under the Transaction Documents unless such Purchaser Agent has received notice from the Administrative Agent, any Conduit Purchaser or Committed Purchaser, any Servicer Party or the Seller stating that a Facility Event or Portfolio Event or default or termination event under the Transaction Documents, as the case may be, has occurred hereunder or thereunder and describing such termination event or default. If a Purchaser Agent receives such a notice, it shall promptly give notice thereof to the Conduit Purchasers and Committed Purchasers in its Purchaser Group and to the Administrative Agent (but only if such notice received by such Purchaser Agent was not sent by the Administrative Agent). A Purchaser Agent may take such action concerning a Facility Event or Portfolio Event as may be directed by Committed Purchasers in its Purchaser Group representing a majority of the Commitments in such Purchaser Group (subject to the other provisions of this Section 9 ), but until such Purchaser Agent receives such directions, such Purchaser Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as such Purchaser Agent deems advisable and in the best interests of the Conduit Purchasers and Committed Purchasers in its Purchaser Group.

9.8 Non-reliance on Purchaser Agent and other Parties

Except to the extent otherwise agreed to in writing between a Conduit Purchaser and its Purchaser Agent, each Conduit Purchaser and Committed Purchaser expressly acknowledges that neither the Purchaser Agent for its Purchaser Group nor any of such Purchaser Agent’s directors, officers, agents or employees has made any representations or warranties to it and that no act by such Purchaser Agent hereafter taken, including any review of the affairs of the Transaction Parties, shall be deemed to constitute any representation or warranty by such Purchaser Agent. Each Conduit Purchaser and Committed Purchaser represents and warrants to the Purchaser Agent for its Purchaser Group that, independently and without reliance upon such Purchaser Agent, any other Purchaser Agent, the Administrative Agent or any other Conduit Purchaser or Committed Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Transaction Parties and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expressly required to be delivered under any Transaction Document by a Purchaser Agent to any Conduit Purchaser or Committed Purchaser in its Purchaser Group, no Purchaser Agent shall not have any duty or responsibility to provide any Conduit Purchaser or Committed Purchaser in its Purchaser Group with any information concerning the Transaction Parties or any of their Affiliates that comes into the possession of such Purchaser Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.

9.9 Successor Purchaser Agent

Any Purchaser Agent may, upon at least 30 days notice to the Administrative Agent, the Seller, the Master Servicer and the Conduit Purchasers and Committed Purchasers in its Purchaser Group, resign as the Purchaser Agent for its Purchaser Group. Except

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as provided below, such resignation shall not become effective until a successor Purchaser Agent has been, with the consent of the Master Servicer (such consent not to be unreasonably withheld), appointed in the manner prescribed by the relevant Program Support Agreements or, in the absence of any provisions in such Program Support Agreements providing for the appointment of a successor Purchaser Agent, until a successor Purchaser Agent is appointed by the Conduit Purchaser(s) in such Purchaser Group (with the consent of the Committed Purchasers representing a majority of the Commitments in such Purchaser Group) and has accepted such appointment. If no successor Purchaser Agent shall have been so appointed within 30 days after the departing Purchaser Agent’s giving of notice of resignation, then the departing Purchaser Agent may appoint a successor Purchaser Agent for such Purchaser Group, which successor Purchaser Agent shall have short-term debt ratings of at least A-1 from S&P and P-1 from Moody’s and shall be either a commercial bank having a combined capital and surplus of at least $250,000,000 or an Affiliate of such an institution. Upon such acceptance of its appointment as Purchaser Agent for such Purchaser Group hereunder by a successor Purchaser Agent, such successor Purchaser Agent shall succeed to and become vested with all the rights and duties of the retiring Purchaser Agent, and the retiring Purchaser Agent shall be discharged from any further duties and obligations under the Transaction Documents. After any retiring Purchaser Agent’s resignation hereunder, the provisions of Section 2.6 ( Indemnities ) of the Servicing Agreement and Section 10 ( Indemnities by the Seller ) and this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Purchaser Agent.

9.10 Reliance on Purchaser Agent

Unless otherwise advised in writing by a Purchaser Agent or by any Conduit Purchaser or Committed Purchaser in such Purchaser Agent’s Purchaser Group, each party to this Agreement may assume that (a) such Purchaser Agent is acting for the benefit and on behalf of each of the Conduit Purchasers and Committed Purchasers in its Purchaser Group, as well as for the benefit of each assignee or other transferee from any such Person and (b) each action taken by such Purchaser Agent has been duly authorized and approved by all necessary action on the part of the Conduit Purchasers and Committed Purchasers in its Purchaser Group.

10. INDEMNITIES BY THE SELLER

Without limiting any other rights that the Administrative Agent, the Purchaser Agent, the Conduit Purchasers (including any related financing conduit if any such Conduit Purchaser funds itself through another issuing entity), the Committed Purchasers, the Program Support Providers, any Program Manager or any of their respective officers, directors, agents, employees, controlling Persons or Affiliates of any of the foregoing (each, an “Indemnified Party” ) may have hereunder, under any other Transaction Document or under applicable Law, the Seller hereby agrees to indemnify and hold harmless each Indemnified Party from and against any and all damages, losses, claims, liabilities, deficiencies, costs, disbursements and expenses, including interest, penalties, amounts paid in settlement and reasonable internal and external attorneys’ fees and expenses (all of the foregoing being collectively referred to as “Indemnified Amounts” ) awarded against or incurred by any Indemnified Party (including in connection with or relating to):

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(i) any investigation, litigation or lawsuit (actual or threatened) or order, consent decree, judgment, claim or other action of whatever sort (including the preparation of any defense with respect thereto), in each case, in any way arising out of, resulting from or related to this Agreement or any other Transaction Document, the funding or maintenance or financing, either directly or indirectly, by any Indemnified Party of the Investments made hereunder or the use of the proceeds thereof or in respect of any Collateral or any Facility Account or the enforcement, servicing, administration or collection thereof, or any other transaction contemplated hereby or thereby;

(ii) the occurrence of any Facility Event, Portfolio Event, Seller Event or Servicer Default;

(iii) the failure to vest in the Seller ownership of the Portfolio Receivables, the Related Security with respect thereto and other Collateral free of any Adverse Claims;

(iv) the failure to vest in the Administrative Agent a first priority perfected ownership or security interest prior to all other interests in all of the Portfolio Receivables, the Related Security with respect thereto, the Facility Accounts and other Collateral, free and clear of any Adverse Claim;

(v) any dispute, claim, setoff or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Receivable (including 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, goods or services related to such Receivable or the furnishing or failure to furnish such merchandise, goods or services or relating to collection activities with respect to such Receivable or from any breach or alleged breach of any provision of the Receivables or any Contracts related thereto restricting assignment of any Receivables; or

(vi) the commingling by any Transaction Party of Collections of Portfolio Receivables at any time with any other funds, the payment of any Collections into an account other than a Facility Account, or any failure of a bank or other financial institution at which a Facility Account is maintained to remit any amounts held in the Facility Accounts or any related lock-boxes pursuant to applicable instructions whether by reason of the exercise of setoff rights or otherwise;

excluding, however (a) Indemnified Amounts to the extent that such Indemnified Amounts resulted from the negligence, fraud or wilful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in this Agreement or any other Transaction Document) for Uncollectible Portfolio Receivables and Related Security with respect thereto, (c) any Excluded Taxes, and (d) any Indemnified Amount to the extent the same has been fully and finally paid in cash to such Indemnified Party pursuant to any other provision of this Agreement or any other Transaction Document.

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11. MISCELLANEOUS

11.1 Amendments, etc.

No failure on the part of the Purchaser Agents, the Conduit Purchasers, the Committed Purchasers or the Administrative Agent 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. No amendment or waiver of any provision of this Agreement or consent to any departure by any Transaction Party therefrom shall be effective unless in writing signed by the Administrative Agent, with the prior written consent of each Purchaser Agent (and, in the case of any amendment, also signed by the Seller, the Master Servicer and the Performance Undertaking Provider), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, notwithstanding the foregoing, the Majority Committed Purchasers may waive any Portfolio Event or Facility Termination Event; and provided , further , that (i) no amendment, waiver or consent shall increase the Commitment of any Committed Purchaser unless in writing and signed by such Committed Purchaser and the relevant Purchaser Agent and (ii) no amendment, waiver or consent shall alter the duties of any Purchaser Agent in any material respect without the consent of such Purchaser Agent. Following the occurrence of a Portfolio Event or Facility Termination Event and either (i) any waiver of such Portfolio Event or Facility Termination Event (as described above or in Section 7.1 ) or (ii) the failure of the Committed Purchasers to declare the Facility Termination Date where one or more Committed Purchasers have voted in favour of such declaration, any Committed Purchaser (and its related Conduit Purchaser) which voted against such waiver or in favour of the declaration of the Facility Termination Date may notify the Seller, the Master Servicer and the Administrative Agent in writing that it did not consent to such waiver and has opted for an early exit from this Facility. If the Administrative Agent is one of the Committed Purchasers exiting the Facility, (i) one of the waiving Committed Purchasers (or its related Purchaser Agent) shall be immediately appointed as the successor Administrative Agent by the waiving Committed Purchasers (without the consent of the Seller or the Master Servicer or the necessity of satisfying any of the other requirements of Section 8.9 ) and (ii) all necessary steps shall be taken to transition all rights, obligations, security interests, charges, etc. to the successor Administrative Agent as a condition to such exit by the predecessor Administrative Agent. Following delivery of such notice, and for so long as the Facility Termination Date has not occurred, the Seller may draw on the non-exiting Purchasers to the extent of any unused Commitments and availability hereunder (and subject to the conditions set forth in Section 3.2 ) to repay the Invested Amounts of each exiting Purchaser and/or shall allocate all Collections received (after paying amounts required under Sections 2.6(e)(i)-(v) ) on a non-pro rata basis to the repayment of such Committed Purchaser (and its related Conduit Purchaser), in each case, until the Invested Amount of each exiting Purchaser has been reduced to zero (instead of reinvesting such amounts) (it being understood that if there are several exiting Purchasers, the allocation of Collections shall be paid on a pro rata basis across all exiting Purchasers). In addition, the Commitment of any exiting Committed Purchaser shall be reduced to zero and no further Investments shall be made by such Committed Purchaser (or its related Conduit Purchaser). For purposes of any voting by the Purchasers during the exiting process of a Committed Purchaser, such

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Committed Purchaser (and its related Conduit Purchaser) shall be permitted to vote based on their then-current Invested Amount.

11.2 Notices, etc.

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice Information ).

11.3 Assignability

(a) General

This Agreement and each Purchaser’s rights and obligations hereunder shall be assignable by such Purchaser and its successors and permitted assigns to any Eligible Assignee subject to Sections 11.3(b) and (c) . Each assignor of an Investment or any interest therein shall notify the Administrative Agent and the Seller of any such assignment. Each assignor of an Investment or any interest therein may, in connection with the assignment or participation, disclose to the assignee or participant any information relating to the Transaction Parties, including the Collateral, furnished to such assignor by or on behalf of any Transaction Party or by the Administrative Agent; provided that, prior to any such disclosure, the assignee or participant agrees to preserve the confidentiality of any confidential information relating to the Transaction Parties received by it from any of the foregoing entities in a manner consistent with Section 11.6(b) ( Confidentiality ).

Notwithstanding the foregoing, the provisions and procedures set forth in this Section 11.3 ( Assignability ) shall not apply to any assignment made by a Committed Purchaser for the sole purpose of refinancing such Committed Purchaser’s Invested Amount using, in this respect, any entity within its group or managed by its Purchaser Agent. In such a case, a Committed Purchaser may assign any of its rights with respect to such Invested Amount to such entities without any restriction.

(b) Assignments by Conduit Purchasers

Each Conduit Purchaser may pledge or otherwise grant security interests in all or any portion of the Investments to a security trustee in connection with its commercial paper program without prior notice to or consent from any other party or any other condition or restriction of any kind. Each Conduit Purchaser may assign or otherwise transfer all or any portion of the Investments to any Conduit Assignee or Program Support Provider with respect to such Conduit Purchaser without prior notice to or consent from any other party or any other condition or restriction of any kind. Without limiting the generality of the foregoing, each Conduit Purchaser may, from time to time assign all or any portion of its interest in the Investments and its rights and obligations under this Agreement and any other Transaction Documents to which it is a party to an Eligible Assignee. Upon such assignment by a Conduit Purchaser to a Conduit Assignee, (i) unless a new Purchaser Group is being established pursuant to Section 11.3(i) , the Purchaser Agent for such Conduit Purchaser will act as the Purchaser Agent for such Conduit Assignee

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hereunder, (ii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and its liquidity support provider(s) and credit support provider(s) and other related parties (including all of its Program Support Providers) shall have the benefit of all the rights and protections provided to such Conduit Purchaser and its related Committed Purchasers herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee), (iii) such Conduit Assignee shall assume all of such Conduit Purchaser’s obligations hereunder or under any other Transaction Document (whenever created, whether before or after such assignment) with respect to the assigned portion of the Investments held by such Conduit Purchaser and such Conduit Purchaser shall be released from all such obligations, (iv) all distributions to such Conduit Purchaser hereunder with respect to the assigned portion of the Investments shall be made to such Conduit Assignee, (v) the definition of the term “CP Rate” shall be determined on the basis of the interest rate or discount applicable to Commercial Paper issued by such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) rather than such assigning Conduit Purchaser, (vi) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing and (vii) if requested by the Administrative Agent or the Purchaser Agent with respect to such Conduit Assignee, the parties will execute and deliver such further agreements and documents (including amendments to this Agreement) and take such other actions as the Administrative Agent or such Purchaser Agent may reasonably request to evidence and give effect to the foregoing.

Each Committed Purchaser may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and any Investments or interests therein owned by it); provided that:

(i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;

(ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $100,000,000 (in U.S. Dollars or the Dollar Equivalent) and (B) all of the assigning Committed Purchaser’s Commitment; and

(iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its recording in the Register (as defined below), an Assignment and Acceptance, together with a processing and recordation fee of $5,000 (which fee shall not be payable with respect to any assignment by a Committed Purchaser of a type described in the last sentence of Section 11.3(a)) . The Seller shall have no responsibility for such fee.

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Upon such execution, delivery, acceptance and recording from and after the effective date specified in such Assignment and Acceptance, (x) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations under this Agreement have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Committed Purchaser thereunder and (y) the assigning Committed Purchaser shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance, relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Committed Purchaser’s rights and obligations under this Agreement, such Committed Purchaser shall cease to be a party hereto). In addition, any Committed Purchaser or any of its Affiliates may assign any of its rights (including rights to payment of any Invested Amount and Yield) under this Agreement to any U.S. Federal Reserve Bank or European Central Bank without notice to or consent of any Transaction Party, any other Committed Purchaser or Conduit Purchaser, any Purchaser Agent or the Administrative Agent.

(d) Register

At all times during which any Investment is outstanding, the Administrative Agent shall maintain at its address referred to in Section 11.2 ( Notices, etc.) (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties hereto) a register as provided herein (the “Register” ). All Investments and any interest therein, and any Assignments and Acceptances of any Investments and any interest therein delivered to and accepted by the Administrative Agent, shall be registered in the Register, and the Register shall serve as a record of ownership that identifies the owner of each Investment and any interest therein. Notwithstanding any other provision of this Agreement, no transfer of any Investment or any interest therein shall be effective unless and until such transfer has been recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Seller, the Master Servicer, the Administrative Agent, the Purchaser Agents, the Conduit Purchasers and the Committed Purchasers may treat each Person whose name is recorded in the Register as a Committed Purchaser or Conduit Purchaser, as the case may be, under this Agreement for all purposes of this Agreement. This Section 11.3(d) shall be construed so that each Investment and any interest therein is maintained at all times in “registered form” within the meaning of clauses 163(f), 871(h) and 881(c) of the IRC, and solely for the purposes of this Section 11.3 , the Administrative Agent will act as an agent of the Seller. The Register shall be available for inspection by the Seller, the Master Servicer, any Purchaser Agent, any Conduit Purchaser or any Committed Purchaser at any reasonable time and from time to time upon reasonable prior notice.

(e) Procedure

Upon its receipt of an Assignment and Acceptance executed by an assigning Committed Purchaser and an Eligible Assignee, the Administrative Agent shall, if such Assignment and Acceptance has been duly completed, (i) accept

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such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Seller and the Master Servicer.

(f) Participations

Each Purchaser may sell participations to one or more banks or other entities that are Eligible Assignees on the date of such sale (each a “Participant” ) in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its interests in the Investments owned by it and, in the case of a Committed Purchaser, its Commitment); provided that:

(i) such Purchaser’s obligations under this Agreement shall remain unchanged;

(ii) such Purchaser shall remain solely responsible to the other parties to this Agreement for the performance of such obligations; and

(iii) the Administrative Agent, the Purchaser Agents, the other Purchasers, the Seller and the Master Servicer shall have the right to continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Purchaser sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or other Transaction Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; provided that such agreement or instrument may provide that such Committed Purchaser will not, without the consent of the Participant, agree to any amendment, modification or waiver of a type that would require the consent of each Purchaser affected thereby pursuant to Section 11.1 ( Amendments, etc. ).

(g) Seller and Servicer Assignment

Neither the Seller nor the Master Servicer may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of each Purchaser Agent.

(h) Cooperation

The Seller and the Master Servicer agree to assist each Committed Purchaser, upon its reasonable request, in syndicating their respective Commitments hereunder, including making management and representatives of the Master Servicer and the Seller reasonably available to participate in informational meetings with potential assignees.

(i) New Purchaser Groups

In connection with any assignment by a Conduit Purchaser of all or any portion of its Invested Amount to a Conduit Assignee, such Conduit Assignee may elect to establish a new Purchaser Group hereunder by the execution and

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delivery of a Joinder Agreement by such Conduit Assignee, the Committed Purchasers which are to be in its Purchaser Group and the Person which is to be the Purchaser Agent for such Purchaser Group, in each case without the consent of any other party. In connection with a New Accordion Committed Purchaser providing an Additional Commitment pursuant to an Accordion Increase, such New Accordion Committed Purchaser shall establish a new Purchaser Group hereunder by the execution and delivery of a Joinder Agreement by such New Accordion Committed Purchaser, the Person which is to be the Conduit Purchaser for such Purchaser Group and the Person which is to be the Purchaser Agent for such Purchaser Group. Upon the effective date of such Joinder Agreement, (i) the Person specified therein as a “Purchaser Agent” shall become a party hereto and a party to the Purchaser Agent Fee Letter as the Purchaser Agent, entitled to the rights and subject to the obligations of the Purchaser Agent hereunder and (ii) Schedule 1 ( Purchaser Groups ) shall be deemed to have been amended as appropriate to incorporate the information set forth in such Joinder Agreement.

11.4 Costs and Expenses

In addition to the rights of indemnification granted under Section 10 ( Indemnities by the Seller ) and the other obligations herein, the Seller agrees to pay on written demand all reasonable costs and expenses incurred by any Indemnified Party in connection with the preparation, execution, delivery and administration of this Agreement, any Program Support Agreement and the other Transaction Documents, including (a) all rating agency fees, (b) subject to Section 5.2(a) ( Inspections; annual agreed upon procedures audit ), all reasonable fees and expenses associated with any audits and other due diligence, (c) except as otherwise provided in Section 2.20(a) ( Extension of Scheduled Commitment Facility Termination Date ), any amendments, waivers or consents under the Transaction Documents and (d) to the extent not included in the CP Rate or Albion Cost of Funds for any Conduit Purchaser or Committed Purchaser refinanced, directly or indirectly, through the issuance of Commercial Paper, all reasonable costs incurred by such Conduit Purchaser to open and maintain accounts in Local Currencies in connection with the Investments made by it hereunder. In addition, the Seller agrees to pay on written demand all costs and expenses (including reasonable counsel fees and expenses), of each of the Administrative Agent, the Purchaser Agents, the Conduit Purchasers, the Committed Purchasers, the Program Support Providers and their respective Affiliates, incurred in connection with the enforcement of, or any dispute, work-out, litigation or preparation for litigation involving, this Agreement or any other Transaction Document.

11.5 No proceedings; no recourse

Each of the parties hereto, each assignee of an Investment or any interest therein and each Person which enters into a commitment to purchase Investments or interests therein hereby agrees that it will not institute against any Conduit Purchaser (including, for the avoidance of doubt, any Conduit Purchaser acting as a Committed Purchaser hereunder) any proceeding of the type referred to in the definition of Event of Bankruptcy so long as any Commercial Paper or other senior indebtedness issued by such Conduit Purchaser (or its related commercial paper issuer) shall be outstanding or there shall not have elapsed two years plus one day since the last day

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on which any such Commercial Paper or other senior indebtedness shall have been outstanding.

11.6 Confidentiality

(a) The Fee Letters and any other pricing information relating to the facility contemplated by the Transaction Documents (including such information set forth in any engagement letter, term sheet or proposal prior to the Closing Date) (collectively, “Product Information” ) is confidential. Each of the Seller, the Performance Undertaking Provider and the Master Servicer agrees:

(i) to keep all Product Information confidential and to disclose Product Information only to those of its officers, employees, agents, accountants, legal counsel and other representatives (collectively “Representatives” ) who have a need to know such Product Information for the purpose of assisting in the negotiation, completion and administration of the facility contemplated hereby (the “Facility” );

(ii) to use the Product Information only in connection with the Facility and not for any other purpose; and

(iii) to cause its Representatives to comply with these provisions and to be responsible for any failure of any Representative to so comply.

The provisions of this Section 11.6 shall not apply to Product Information that is or hereafter becomes (through a source other than the Seller, the Master Servicer, the Performance Undertaking Provider or any of their respective Affiliates or Representatives) a matter of general public knowledge. The provisions of this Section 11.6 shall not prohibit the Seller, the Performance Undertaking Provider or the Master Servicer from filing with any governmental or regulatory agency any information or other documents with respect to the Transaction Documents as may be required by applicable Law.

(b) The Seller, each Purchaser, each Purchaser Agent, and the Administrative Agent agrees to maintain the confidentiality of all non-public information with respect to the Transaction Parties, the Receivables, the Collections, the Related Security, the Collection Accounts or any other matters furnished or delivered to it pursuant to or in connection with this Agreement or any other Transaction Document (including, for the avoidance of doubt, any such information obtained from another Committed Purchaser, Conduit Purchaser, Purchaser Agent, or the Administrative Agent) ; provided that such information may be disclosed (i) to such party’s Affiliates or such party’s or its Affiliates officers, employees, agents, accountants, legal counsel and other representatives or professional advisers (collectively “Purchaser Representatives” ), in each case, who have a need to know such information for the purpose of assisting in the negotiation, completion and administration of the Facility contemplated hereby, (ii) to such party’s permitted (including potential) assignees and participants (and their respective affiliates, representatives and professional advisers) to the extent such disclosure is made pursuant to a written agreement of confidentiality substantially similar to this Section 11.6(b) , (iii) to any rating agency (including by means of a password-

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protected internet website maintained in connection with Rule 17g-5) and to the Program Support Providers for each Conduit Purchaser, (iv) to the extent required by applicable Law or by any Official Body, (v) to any Person who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any interest of such Committed Purchaser or Conduit Purchaser hereunder to the extent such disclosure is made pursuant to a written agreement of confidentiality substantially similar to this Section 11.6(b) , and (vi) to the extent necessary in connection with the enforcement of any Transaction Document.

The provisions of Section 11.6(b ) shall not apply to information that is or hereafter becomes (through a source other than the applicable Purchaser, Purchaser Agent or the Administrative Agent or any Purchaser Representative associated with such party) a matter of general public knowledge. The provisions of this Section 11.6 shall not prohibit any Purchaser, any Purchaser Agent or the Administrative Agent from filing with or making available to any governmental or regulatory agency any information or other documents with respect to the Transaction Documents as may be required by applicable Law or requested by such governmental or regulatory agency.

11.7 Further Assurances

From time to time as may be necessary, each of the Seller and the Master Servicer shall (a) cooperate with each Rating Agency in connection with any review of the Transaction Documents which may be undertaken by such Rating Agency and (b) provide each Rating Agency with such information or access to such information as they may reasonably request in connection with any future review of the ratings referred to above.

11.8 Execution in Counterparts

This Agreement may be executed in any number of 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. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Agreement.

11.9 Integration; Binding Effect; Survival of Termination; Severability

This Agreement and the other Transaction Documents executed by the parties hereto on the date hereof 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. 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). 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

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provision in any other jurisdiction. 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 the Final Payout Date; provided , that the provisions of Sections 2.11 , 2.12 , 2.13 , 2.14 , 2.15 , 10 , 11.4 , 11.5 , 11.6 , 11.11 , 11.13 , 11.15 , and 11.17 shall survive any termination of this Agreement. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

11.10 Governing law; consent to jurisdiction; waiver of jury trial

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(c) Each of the parties hereto consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified herein. Nothing in this Section 11.10 shall affect the right of any party to serve legal process in any manner permitted by Law.

(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT

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AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

11.11 Right of Setoff

Each Purchaser is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Facility Termination Date following the occurrence of a Facility Termination Event to set off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any amounts and any other indebtedness held or owing by such Purchaser to, or for the account of, the Seller against the amount of the Transaction Party Obligations owing by the Seller to such Person.

11.12 Ratable payments

If any Committed Purchaser, whether by setoff or otherwise, has payment made to it with respect to any Transaction Party Obligation in a greater proportion than that received by any other Committed Purchaser entitled to receive a ratable share of such Transaction Party Obligation, such Committed Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Transaction Party Obligation held by the other Committed Purchasers so that after such purchase each Committed Purchaser will hold its ratable proportion of such Transaction Party Obligation; provided that if all or any portion of such excess amount is thereafter recovered from such Committed Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if a Purchaser receives any payment through a proceeding against a Transaction Party and the other Purchasers were provided an opportunity to participate in such proceeding but opted not to, then such Purchaser may retain any such amounts.

11.13 Limitation of Liability

(a) No claim may be made by any party against any other party or their respective Affiliates, directors, officers, employees, attorneys or agents (each a “Default Party” ) 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 this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith, except with respect to any claim arising out of the willful misconduct or gross negligence of such Default Party; and each party hereto 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.

(b) Notwithstanding anything to the contrary contained herein or any other Transaction Document, the obligations of the respective Conduit Purchasers (including, for the avoidance of doubt, any Conduit Purchaser acting as a Committed Purchaser hereunder) under this Agreement and all other Transaction Documents are solely the corporate obligations of each such Conduit Purchaser and shall be payable only at such time as funds are actually received by, or are available to, such Conduit Purchaser in excess of funds

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necessary to pay in full all outstanding Commercial Paper issued by such Conduit Purchaser and shall be non-recourse other than with respect to such excess funds, and without limiting Section 11.5 , if ever and until such time as such Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser. Each party hereto agrees that the payment of any claim of any such party shall be subordinated to the payment in full of all Commercial Paper.

(c) No recourse under any obligation, covenant or agreement of any party hereto contained in this Agreement or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such party or any of their Affiliates (solely by virtue of such capacity) 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 this Agreement and the other Transaction Documents are solely a corporate obligation of such party, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of any party hereto or any of their Affiliates (solely by virtue of such capacity) or any of them under or by reason of any of the obligations, covenants or agreements of such party contained in this Agreement or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by any party of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement or any other Transaction Document; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of grossly negligent or fraudulent actions taken or grossly negligent or fraudulent omissions made by them.

11.14 Limitation on the addition and termination of Originators

(a) Without limiting the right of any Originator to terminate its rights and obligations to sell Receivables to a Purchaser pursuant to and in accordance with the applicable Originator Sale Agreement, the Seller shall not consent to any request made to terminate any Originator Sale Agreement or to terminate the right or obligation of any Originator to continue selling its Receivables to the Seller or any Intermediate Transferor (as applicable) thereunder, nor will any Originator which is the subject of such request be terminated under an Originator Sale Agreement, in each case unless (i) the Master Servicer provides the Administrative Agent, the Purchaser Agents and each Committed Purchaser with a certificate (signed by a Responsible Officer of the Master Servicer) which attaches a Monthly Report or Weekly Report, as applicable, giving pro forma effect to any reduction in the Net Eligible Receivables Balance resulting from the termination of such Originator or Originator Sale Agreement, and which certifies that, after giving pro forma effect to such termination and any prepayments of Investments on or prior to the date of such termination, the Aggregate Invested Amount does not exceed the Funding Base, (ii) no Facility Termination Event (other than with respect to

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the Originator so terminated) or Portfolio Event has occurred and is continuing (both before and after giving effect to such termination) and (iii) the Administrative Agent and the Purchaser Agents will have received ten (10) Business Days’ prior written notice of such termination. In the event any Originator or Originator Sale Agreement is so terminated, the ratios used in calculating the performance triggers or reserves shall be determined as if the Receivables of such Originator or Originators under such Originator Sale Agreement, as applicable, had never existed.

(b) The Seller will not, and will not permit any Intermediate Transferor to, consent to the addition of a new Originator under an Originator Sale Agreement except (i) with the consent of the Administrative Agent and each Purchaser Agent (such consent not to be unreasonably withheld), (ii) upon the satisfaction of the conditions precedent specified in such Originator Sale Agreement, and (iii) a reaffirmation from the Performance Undertaking Provider in form and substance reasonably satisfactory to the Administrative Agent and the Required Committed Purchasers pursuant to which the Performance Undertaking Provider reaffirms its obligations under the Performance Undertaking after giving effect to the addition of such new Originator thereunder, together with any opinions and certificates in connection with the addition of such new Originator reasonably requested by the Administrative Agent, the Purchaser Agent or the Seller.

(c) the Seller will not enter into any new Intermediate Transfer Agreement without the prior consent of the Administration Agent and each Purchaser Agent.

(d) Bunge Limited, acting on behalf of one or more of its Subsidiaries organized under the laws of a jurisdiction which at the time of such request is not an Approved Originator Jurisdiction, may submit a request in writing to the Administrative Agent in order to seek the approval of the addition of a new Approved Originator Jurisdiction (and a related new Approved Obligor Jurisdiction, Approved Currency and Approved Contract Jurisdiction to the extent necessary) and the entry into a new Originator Sale Agreement relating to such new Approved Originator Jurisdiction, provided that:

(i) the Administrative Agent shall respond to any such request as soon as reasonably practicable following receipt thereof, and any approval of such request, subject to clause (ii) below, shall be “in principle” and may be conditional upon the execution by Bunge Limited of a mandate letter to be entered into with Rabobank in which Rabobank shall indicate its estimate of the costs to be incurred in adding such Subsidiary(ies) as a new Originator(s) hereunder, including the costs of due diligence in connection with, and structuring of, the securitization of such proposed new Originator’s Receivables;

(ii) notwithstanding any indication of approval of any such request by the Administrative Agent pursuant to clause (i) above, the addition of the proposed new Approved Originator Jurisdiction (and a related new Approved Obligor Jurisdiction, Approved Currency and Approved Contract Jurisdiction to the extent necessary) and any proposed new

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Originator organized under the laws thereof shall be subject to the final approval of each Purchaser Agent and confirmation from the Rating Agencies that the addition of such new Originator(s) will not result in the reduction or withdrawal of the then-current ratings of any Conduit Purchaser’s Commercial Paper;

(iii) each Person proposed to become a new Originator has become a party to the Servicing Agreement as a Sub-Servicer and, if applicable, with respect to a new Intermediate Transferor, is reasonably satisfactory to each Committed Purchaser;

(iv) the Originator Sale Agreement and, if applicable, Intermediate Transfer Agreement are in form and substance satisfactory to each Purchaser Agent;

(v) the Seller shall have delivered such instruments, opinions and other documents any Committed Purchasers may reasonably request in connection therewith (including amendment of the Performance Undertaking to include the obligations of any new Originator), all of which shall be in form and substance satisfactory to such Committed Purchasers;

(vi) no Facility Termination Event or Portfolio Event has occurred and is continuing or would result therefrom; and

(vii) the Administrative Agent and each Purchaser Agent shall have received an amendment hereto reflecting such new Originator Sale Agreement and/or Intermediate Transfer Agreement.

11.15 Judgment Currency

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Seller in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor” ) shall, notwithstanding any judgment in a currency (the “Judgment Currency” ) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency” ), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Seller agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the

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Applicable Creditor against such loss and if the amount of the Agreement Currency so purchased is more than the sum originally due to the Applicable Creditor in the Agreement Currency, such Applicable Creditor agrees to return any such excess to the Seller. The obligations of the Seller contained in this Section 11.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

11.16 USA Patriot Act

Each Purchaser hereby notifies the Seller that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and any similar Law in any relevant jurisdiction (the “Acts” ), it is required to obtain, verify and record information that identifies the Transaction Parties, which information includes the name and address of each Transaction Party and other information that will allow such Purchaser to identify such Transaction Party in accordance with the Acts.

11.17 No proceeding; limited recourse

(a) Each of the parties hereto hereby agrees that (i) it will not institute against the Seller any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Seller under the Transaction Documents are solely the corporate obligations of the Seller and shall be payable solely to the extent of funds which are received by the Seller pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting Section 11.17 , if ever and until such time as the Seller has sufficient funds to pay such obligation shall not constitute a claim against the Seller.

(b) No recourse under any obligation, covenant or agreement of the Seller contained in this Agreement or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of the Seller 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 this Agreement and the other Transaction Documents are solely a corporate obligation of the Seller, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of the Seller or any of them under or by reason of any of the obligations, covenants or agreements of the Seller contained in this Agreement or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by the Seller of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing shall not relieve any such Person from any liability

124

it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

[Signature pages follow.]

125

EXECUTION of Receivables Transfer Agreement:

The parties have shown their acceptance of the terms of this Agreement by executing it below.

	BUNGE SECURITIZATION B.V. , as Seller


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	KONINKLIJKE BUNGE B.V. , as Master Servicer


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	BUNGE LIMITED , as Performance Undertaking Provider


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Receivables Transfer Agreement

S- 1

	COÖPERATIEVE RABOBANK U.A ., as Administrative Agent, Committed Purchaser and Purchaser Agent


	By:
		Name:
		Title:


	NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V.


	By:
		Name:
		Title:

Receivables Transfer Agreement

S- 2

	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK , as Purchaser Agent and Committed Purchaser


	By:
		Name:
		Title:


	By:
		Name:
		Title:

Receivables Transfer Agreement

S- 3

	BNP PARIBAS, LONDON BRANCH , as Purchaser Agent


	By:
		Name:
		Title:


	MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser


	By:
		Name:
		Title:

Receivables Transfer Agreement

S- 4

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Purchaser Agent


	By:
		Name:
		Title:


	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Committed Purchaser


	By:
		Name:
		Title:


	ALBION CAPITAL CORPORATION S.A. , as Conduit Purchaser


	By:
		Name:
		Title:

Receivables Transfer Agreement

S- 5

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

EXHIBIT B

FORM OF INVESTMENT REQUEST

EXHIBIT C

FORM OF JOINDER AGREEMENT

EXHIBIT D

Form of Italian Acknowledgment Deed

EXHIBIT E

FORM OF ACCORDION INCREASE CERTIFICATE

Exhibit 10.3

Dated June 30, 2016

(1) BUNGE SECURITIZATION B.V. , as Seller

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer

(3) The Conduit Purchasers party hereto

(4) The Committed Purchasers party hereto

(5) The Purchaser Agents party hereto

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent and Purchaser Agent

(7) BUNGE LIMITED , as Performance Undertaking Provider

NINTH AMENDMENT TO THE RECEIVABLES

TRANSFER AGREEMENT

CONTENTS

Clause		Page

1.	Definitions and interpretation	1

2.	Amendment of the Receivables Transfer Agreement	2

3.	Representations	3

4.	Continuance	3

5.	Further Assurance	3

6.	Conditions Precedent	3

7.	Notices, etc.	4

8.	Execution in counterparts	4

9.	Governing law; submission to jurisdiction	4

10.	No proceeding; limited recourse	4

THIS NINTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment” ) is dated June 30, 2016 and made between:

(1) BUNGE SECURITIZATION B.V. , a private limited liability company organized under the laws of the Netherlands, as Seller (the “ Seller ”);

(2) KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “ Master Servicer ”);

(3) the Conduit Purchasers party hereto (the “ Conduit Purchasers ”);

(4) the Committed Purchasers party hereto (the “ Committed Purchasers ”);

(5) the Purchaser Agents party hereto (the “ Purchaser Agents ”);

(6) COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent (the “ Administrative Agent ”); and

(7) BUNGE LIMITED , a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “ Performance Undertaking Provider ”),

BACKGROUND:

(A) This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013 and March 14, 2014 and as amended and restated on May 27, 2014, May 22, 2015 and May 26, 2016) made among the Parties to this Amendment (the “Receivables Transfer Agreement” ).

(B) The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.

IT IS AGREED that:

1. DEFINITIONS AND INTERPRETATION

Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2

( Other terms ) and Section 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment as if fully set forth herein.

2. AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT

With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Receivables Transfer Agreement shall be amended as follows:

(a) Clause (g)(i) of the definition of Eligible Receivable is amended in its entirety to read as follows:

(g)(i) other than in the case of a Destination Sales Receivable, which arises pursuant to a Contract with respect to which the applicable Originator has performed all obligations required to be performed by it thereunder in order to have such Receivable become due and payable thereunder;

(b) Section 1.1 (Certain defined terms) is amended to add the following definitions of Destination Sales Contract and Destination Sales Receivable as alphabetically appropriate:

“ Destination Sales Contract ” means a Contract for the sale of goods originated by a U.S. Originator or Canadian Originator pursuant to which title to the applicable goods does not pass to the related Obligor until such goods reach the Obligor’s destination.

“ Destination Sales Receivable ” means a Receivable arising under an invoice for a sale under a Destination Sales Contract, where such invoice is issued at the time the goods are shipped and before the sale is completed by delivery of the goods to the Obligor. For the avoidance of doubt, once the related goods have been delivered to the related Obligor, such Receivable shall no longer constitute a Destination Sale Receivable.

For the avoidance of doubt, any Portfolio Receivable constituting a Destination Sale Receivable for which the related goods are never delivered to the applicable Obligor or with respect to which the related Obligor rejects or returns the related goods shall constitute a Diluted Receivable.

(d) The definition of Funding Base is amended in its entirety to read as follows:

“ Funding Base ” means, as of any date, an amount equal to (I)(a) the Net Eligible Receivables Balance multiplied by (b) a percentage equal to 100% minus the Reserve Percentage minus (II)(a) that portion of the Net Eligible Receivables Balance constituting

Destination Sales Receivables multiplied by (b) 4% (provided that such 4% amount shall be subject to confirmation on an annual basis on each June 30th by the Committed Purchasers, and if the Committed Purchasers specify a higher percentage in a written notice to the Seller and the Master Servicer, such higher level shall be applicable until the following June 30th).

3. REPRESENTATIONS

Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement, as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.

4. CONTINUANCE

5. FURTHER ASSURANCE

The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction Documents to which it is a party.

6. CONDITIONS PRECEDENT

This Amendment shall become effective as of the date first written above upon the satisfaction of the following:

(a) The Administrative Agent shall have received (i) counterparts of this Amendment duly executed by each of the Parties, (ii) counterparts to the Second Amendment to Servicing Agreement duly executed by the parties thereto, (iii) counterparts to the Second Amendment to the U.S. Receivables Purchase Agreement duly executed by the parties thereto and (iv) counterparts to the Second Amendment to the Canadian Receivables Purchase Agreement duly executed by the parties thereto (the “ Amendment Effective Date ”).

7. CONSENT

Each of the Committed Purchasers party hereto hereby consents to the Second Amendment to the U.S. Receivables Purchase Agreement and Second Amendment to the Canadian Purchase Agreement in the forms delivered on the date hereof.

8. NOTICES, ETC.

All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice Information ) to the Receivables Transfer Agreement.

9. EXECUTION IN COUNTERPARTS

This Amendment may be executed in any number of 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this Amendment.

10. GOVERNING LAW; SUBMISSION TO JURISDICTION

(a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

(b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

11. NO PROCEEDING; LIMITED RECOURSE

(a) Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 11, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.

(b) No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser 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 this Amendment and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

	BUNGE SECURITIZATION B.V. , as Seller


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	KONINKLIJKE BUNGE B.V. , as Master Servicer


	By:
		Name:
		Title:


	By:
		Name:
		Title:


	BUNGE LIMITED , as Performance Undertaking Provider


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[Signature to Ninth Amendment to the Receivables Transfer Agreement]

	COÖPERATIEVE RABOBANK U.A ., as Administrative Agent, Committed Purchaser and Purchaser Agent


	By:
		Name:
		Title:


	NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V. , as Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Ninth Amendment to the Receivables Transfer Agreement]

	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK , as Purchaser Agent and Committed Purchaser


	By:
		Name:
		Title:


	By:
		Name:
		Title:

[Signature to Ninth Amendment to the Receivables Transfer Agreement]

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Purchaser Agent


	By:
		Name:
		Title:


	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Committed Purchaser


	By:
		Name:
		Title:


	ALBION CAPITAL CORPORATION S.A. , as Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Ninth Amendment to the Receivables Transfer Agreement]

	BNP PARIBAS, LONDON BRANCH , as Purchaser Agent


	By:
		Name:
		Title:


	MATCHPOINT FINANCE PLC, as Committed Purchaser and Conduit Purchaser


	By:
		Name:
		Title:

[Signature to Ninth Amendment to the Receivables Transfer Agreement]

EXHIBIT 31.1

Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Soren Schroder, certify that:

1. I have reviewed this report on Form 10-Q of Bunge Limited (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 28, 2016

/s/ Soren Schroder
Soren Schroder
Chief Executive Officer

EXHIBIT 31.2

Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Andrew J. Burke, certify that:

1. I have reviewed this report on Form 10-Q of Bunge Limited (the “registrant”);

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 28, 2016


/s/ Andrew J. Burke
Andrew J. Burke
Chief Financial Officer

EXHIBIT 32.1

Certification by the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of Bunge Limited, a Bermuda limited liability company (the “ Company ”), does hereby certify that, to the best of such officer’s knowledge:

(1) The accompanying Report of the Company on Form 10-Q for the quarter ended June 30, 2016 (the “ Report ”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 28, 2016

	/s/ Soren Schroder
	Soren Schroder
	Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Bunge Limited and will be retained by Bunge Limited and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

Certification by the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

July 28, 2016

	/s/ Andrew J. Burke
	Andrew J. Burke
	Chief Financial Officer