Common use of Purchase Clause in Contracts

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Centurion does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS does hereby further transfershall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey to RFC VIII all of its rightsthe Purchased Assets, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant subject to the terms interests of such Receivables Purchase Agreement any subsequent purchaser or otherwise)assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII TRS on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS FSB does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS does hereby further transfershall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey to RFC VIII all of its rightsthe Purchased Assets, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant subject to the terms interests of such Receivables Purchase Agreement any subsequent purchaser or otherwise)assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII TRS on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Centurion does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII III (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the applicable close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII III on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII III on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Capital One does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including including, without limitation, “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Capital One and purchased by RFC VIII Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Capital One and purchased by RFC VIII Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Capital One and purchased by RFC VIII Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Capital One and purchased by RFC VIII Funding on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS FSB does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII IV (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the applicable close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII IV on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII IV on the date such Receivables arise.

Purchase. (a) In consideration Upon the terms and subject to the conditions of the payment of the Purchase Price as provided herein, TRS does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII (collectivelythis Agreement, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, Buyer hereby agrees to and under purchase from the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts)Company, and in each case thereafter created from time the Company hereby agrees to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant sell to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts Buyer, on or prior to the Closing Date, the Note in the principal amount equal to the Purchase Price and having the terms and conditions as set forth in the form of the Note attached hereto as Annex I for the Purchase Price. The Company shall have the right to require the Buyer to purchase the Note by delivering to the Buyer a Company Put Notice on December 14, 2006 by electronic mail and facsimile by the Company Put Notice Date and the related Purchased Assets, Buyer shall be sold obligated to purchase the Notes specified in such Company Put Notice if the conditions to closing set forth in Section 7 are satisfied. In connection with the purchase of the Note by TRS and purchased by RFC VIII the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date the December Closing Date Warrant initially entitling the holder to purchase the number of shares of Common Stock equal to seventy percent (70%) of the number of shares issuable upon conversion of the Note on the Closing Date. Receivables arising after The Company shall not be obligated to sell the Note or issue such December Closing Date Warrant to the Buyer until the Company shall, in its sole discretion, have given the Company Put Notice to the Buyer, whereupon the Company shall be obligated to sell the Note and issue such December Closing Date Warrant to the Buyer upon the terms and subject to the conditions of this Agreement. The Buyer acknowledges and agrees that it will be irrevocably bound to purchase the Note and December Closing Date Warrant on the Closing Date so long as (i) the Company Put Notice has been delivered to the Buyer, and (ii) the conditions to closing as set forth in Section 7 of this Agreement have been satisfied by the Initial Accounts (unless such Initial Account has become a Removed Account) and Company. In consideration of the related Purchased Assets Buyer agreeing to enter into this Agreement, the Company shall be sold by TRS and purchased by RFC VIII also issue to the Buyer on the closing date such Receivables arise. The Receivables existing in Additional Accounts at of the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to Other Note Purchase Agreement the related Addition DateJuly 2006 Warrant, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseattached hereto as Annex XI.

Purchase. Each Purchaser hereby agrees solely as to itself, severally but not jointly, to purchase from Seller, and Seller hereby agrees, subject to receipt of such Purchaser’s Pro Rata Share (as defined below) of the Purchase Price, to assign, transfer and deliver to such Purchaser, such Purchaser’s Pro Rata Share of the Purchased Shares (rounded to the nearest whole number for each Purchaser but so that all Purchased Shares are purchased and sold hereunder) so that such Purchaser has unrestricted ownership and can freely dispose of such Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, by delivering to each Purchaser an assignment declaration substantially in the form of Schedule B attached hereto, all on the terms, and subject to the conditions, provided for herein. No later than two (2) Business Days following delivery of the Closing Notice (as defined below) to the Purchasers, the Purchasers shall deliver (including by email) to Seller and the Company a written notice (the “Allocation Notice”) setting forth, for each Purchaser (a) In consideration of the payment percentage allocable to such Purchaser with respect to the Purchased Shares, the Purchase Price and Acquired Shares, as applicable (the “Pro Rata Share”), and (b) the amount payable by each Purchaser with respect to its Pro Rata Share of the Purchase Price as provided herein, TRS does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant rounded to the terms nearest cent but so that the aggregate amount of such Receivables the Purchasers’ Pro Rata Shares of the Purchase Agreement or otherwisePrice is equal to the Purchase Price). The Receivables existing number of Purchased Shares shall be equal to the Purchase Price (expressed in Euros as-converted based on the Initial Accounts at Exchange Rate) divided by the Initial Cut-Off Date Company Equity Value Per Share, and thereafter arising shall be notified by Seller to the Purchasers in the Initial Accounts on or writing no later than one (1) Business Day prior to the Closing Date, and including the related number of Purchased Assets, shall Shares to be sold by TRS and purchased by RFC VIII on each Purchaser at the Closing Datein accordance with the Allocation Notice. Receivables arising after the Closing Date in the Initial Accounts No later than one (unless such Initial Account has become a Removed Account1) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or Business Day prior to the related Addition DateClosing, the Company shall provide written notice to the Purchasers of the number of Acquired Shares to be issued to the Purchasers at the Closing and the related Purchased Assets, shall number of Acquired Shares to be sold by TRS and purchased by RFC VIII on issued to each Purchaser at the related Addition Date. Receivables arising after such Addition Date Closing in such Additional Accounts (unless such Additional Account has become a Removed Account) and accordance with the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseAllocation Notice.

Purchase. (a) In consideration Subject to the terms of this Agreement, and by execution from time to time of certain assignments substantially in the payment form of the Purchase Price as provided hereinExhibit A hereto (each, TRS does a “Supplemental Conveyance”) supplementing this Agreement, HRAC II hereby sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to RFC VIII MRI (collectively, the “Conveyance”), without recourse except as provided hereinrecourse, all of its right, title and interest, whether now owned or hereafter acquired, interest in, to and under the Receivables of the Accounts existing at on the Closing Date with respect to Initial Accounts and the related Additional Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts Date with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in until the Accounts (unless such Account has become a Removed Account)termination of this Agreement pursuant to Article VIII hereof, all Interchange and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in Accounts on the Closing Date with respect to Initial Accounts at and the Initial related Additional Cut-Off Date with respect to Additional Accounts and thereafter arising in the Initial such Accounts on or prior to the Closing Datesuch dates, and the related Purchased Assets, shall be sold by TRS HRAC II and purchased by RFC VIII MRI on the Closing DateDate with respect to Initial Accounts and the related Addition Date with respect to Additional Accounts. Receivables arising after the Closing Date such dates in the Initial such Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS HRAC II and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII MRI on the date such Receivables arise.

Purchase. (a) In consideration of Subject to and on the payment of the Purchase Price as provided terms and conditions set forth herein, TRS does Funding Trust II hereby sellsells, transfertransfers, assign, set over conveys and otherwise convey to RFC VIII (collectively, the “Conveyance”)assigns, without recourse representation, warranty or recourse, except as provided specifically set forth herein, all of its right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under (i) the Receivables existing at identified on the Initial Receivables Schedule attached hereto as Schedule I, (ii) all monies paid or payable thereunder on or after December 15, 1997 (the "Cut-Off off Date"), in (iii) the case Related Security with respect to each such Receivable, (iv) all proceeds of Receivables arising in the Initial Accounts (foregoing, including all Collections or Related Accounts Security with respect to such Initial Accounts)Receivables, at or other recoveries applied to repay or discharge any such Receivable received on or after the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts off Date (including Related Accounts with respect to net proceeds of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of December 15, 1997 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the "Assignment Agreement"), (vi) all monies due or records relating to become due any of the foregoing, (vii) all rights of Funding Trust II assigned to Funding Trust II against Dealers under the Dealer Agreements and all amounts received or receivable with respect theretoagainst Originators under the Originator Agreements, all Collections with respect thereto(viii) any other Trust Assets relating to the Receivables Assets, and all (ix) the proceeds (including “proceeds” as defined in of the UCC) thereof, but excluding any Issuer Rate Fees allocable foregoing. Funding Trust I agrees to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey pay to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII Funding II on the Closing Date. Receivables arising after Date as the Closing Date purchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $63,979,266.49 in the Initial Accounts (unless such Initial Account has become immediately available funds to an account at a Removed Account) and the related Purchased Assets shall be sold bank designated by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior Funding Trust II to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise.Funding Trust I.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS the Seller does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII Dryrock Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Receivables existing at the Initial Cut-Off opening of business on the Closing Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts) and thereafter created and arising from time to time in the Initial Accounts (unless such Initial Account has become a Removed Account), (ii) the Receivables existing at the opening of business on each applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), ) and in each case thereafter created and arising from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account), (iii) all Collections, Insurance Proceeds, Interchange and Recoveries on or allocable to such Receivables, (iv) all monies due or to become due with respect to the related foregoing, (v) all amounts received with respect to all of the foregoing, and (vi) all proceeds thereof (collectively, the “Purchased Assets shall Assets”). Each Account and each Removed Account will continue to be sold owned by TRS the Seller and purchased by RFC VIII on the date such Receivables arisewill not be a Purchased Asset.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS FSB does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII IV (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the applicable close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “"Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII IV on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII IV on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII IV on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII IV on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Capital One does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII Funding (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to such Receivables, any Funds Collateral securing such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “"Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Capital One and purchased by RFC VIII Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Capital One and purchased by RFC VIII Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Capital One and purchased by RFC VIII Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Capital One and purchased by RFC VIII Funding on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Centurion does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII III (collectively, the “"Conveyance”"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the applicable close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “"proceeds” " as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “"Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise"). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII III on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII III on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII III on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII III on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS the Seller does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII the Purchaser (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts and Transferred Accounts with respect to such Initial Accounts), and at the applicable close of business on the related Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts and Transferred Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Insurance Proceeds, Issuer Rate Fees and Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS the Seller and purchased by RFC VIII the Purchaser on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS the Seller and purchased by RFC VIII the Purchaser on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS the Seller and purchased by RFC VIII the Purchaser on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS the Seller and purchased by RFC VIII the Purchaser on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Chase USA does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII Purchaser (collectively, the “Conveyance”"Convey"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Purchase Cut-Off Date, in the case of Receivables existing and arising in the Initial Accounts (including Related Accounts with respect to such Initial Existing Accounts), and at the applicable Addition close of business on each Additional Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Existing Accounts (unless such Account has become a Removed Account)and the Additional Accounts, all Recoveries allocable to such ReceivablesAllocated Interchange, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “"proceeds” " as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, . Such property shall constitute the “"Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). ." The Receivables existing in arising after the Initial Accounts at the Initial Purchase Cut-Off Date and thereafter arising on or before the Initial Purchase Date in the Initial Existing Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold and hereby are Conveyed by TRS and purchased by RFC VIII Chase USA to Purchaser on the Closing DateInitial Purchase Date and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after the Closing Initial Purchase Date in the Initial Existing Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold and hereby are Conveyed by TRS Chase USA and purchased by RFC VIII Purchaser on the date such Receivables arise, and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Addition Additional Cut-Off Date and thereafter the Receivables arising in such after the Additional Accounts Cut-Off Date and on or prior to before the related Addition Date, Date and the related Purchased Assets, shall be sold and hereby are Conveyed by TRS Chase USA and purchased by RFC VIII Purchaser on the related Addition DateDate and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold and hereby are Conveyed by TRS Chase USA and purchased by RFC VIII Purchaser on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement.

Purchase. (a) In consideration of Subject to and on the payment of the Purchase Price as provided terms and conditions set forth herein, TRS does Funding Trust II hereby sellsells, transfertransfers, assign, set over conveys and otherwise convey to RFC VIII (collectively, the “Conveyance”)assigns, without recourse representation, warranty or recourse, except as provided specifically set forth herein, all of its right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under (i) the Receivables existing at identified on the Initial Receivables Schedule attached hereto as Schedule I, (ii) all monies paid or payable thereunder on or after June 29, 1997 (the "Cut-Off off Date"), in (iii) the case Related Security with respect to each such Receivable, (iv) all proceeds of Receivables arising in the Initial Accounts (foregoing, including all Collections or Related Accounts Security with respect to such Initial Accounts)Receivables, at or other recoveries applied to repay or discharge any such Receivable received on or after the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts off Date (including Related Accounts with respect to net proceeds of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of June 29, 1997 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the "Assignment Agreement"), (vi) all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect records relating to any related Receivables Purchase Agreement of the foregoing, (whether arising pursuant vii) all rights of Funding Trust II assigned to Funding Trust II against Dealers under the Dealer Agreements and against Originators under the Originator Agreements, (viii) any other Trust Assets relating to the terms Receivables Assets and (ix) the proceeds of such Receivables Purchase Agreement or otherwise)the foregoing. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior Funding Trust I agrees to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII pay to Funding II on the Closing Date. Receivables arising after Date as the Closing Date purchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to $57,461,207.08 in the Initial Accounts (unless such Initial Account has become immediately available funds to an account at a Removed Account) and the related Purchased Assets shall be sold bank designated by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior Funding Trust II to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise.Funding Trust I.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS the Seller does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS does hereby further transfershall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey to RFC VIII all of its rightsthe Purchased Assets, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant subject to the terms interests of such Receivables Purchase Agreement any subsequent purchaser or otherwise)assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS the Seller and purchased by RFC VIII TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS the Seller and purchased by RFC VIII TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS the Seller and purchased by RFC VIII TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS the Seller and purchased by RFC VIII TRS on the date such Receivables arise.

Purchase. (a) In consideration The Licensor may at all times seek a Purchaser for any or all of the payment Intellectual Property Rights held by the Licensor from time to time. On the reasonable request of the Purchase Price Licensor, Alpharma shall permit the Licensor or its agent or representative to use any Registration Dossier originated pursuant to the Technology Licence and Option Agreement (and such other information as may be supplied by Alpharma to the Licensor from time to time), in the Licensor's search for a Purchaser. If during the Licence Period a Purchaser is found and offers to purchase any or all of the Intellectual Property Rights (which includes the Know-How, the Licensed Patents and the Trade Xxxx licensed hereunder in the Territory) for a price that will enable Alpharma to receive ****, then Alpharma shall be obliged and hereby undertakes to accept the Purchaser's offer and consent to the part of the Intellectual Property Rights licensed to Alpharma being included in such sale. If a Purchaser requires a sale of any of the Business Assets as part of a sale of the Intellectual Property Rights pursuant to Clause 9.3, then, provided Alpharma is able to receive pursuant to such Clause ****, Alpharma shall be obliged, and hereby undertakes (without entitlement to any additional payment or further consideration) to sell (or procure the sale of) such Business Assets to the Purchaser with full title guarantee, free from all encumbrances, and with all relevant third party consents, with a view to the Purchaser carrying on the Business as a going concern in succession to Alpharma. Alpharma acknowledges and agrees that in the event of such sale it shall not seek, claim or otherwise be entitled to recover any additional payment as further consideration for such sale otherwise than as provided herein, TRS does hereby under Clauses 9.3 and 9.5. Alpharma further agrees and undertakes that it will not during the Licence Period sell, transfertransfer or otherwise dispose of any of the Business Assets (except for inventory sold in the ordinary course of business, assignraw material converted into inventory and other Business Assets reaching the end of their normal commercial life or contractual assets, set over such as leased property, reaching the end of their contractual term) otherwise than with the consent of the Licensor such consent not to be unreasonably withheld. Any sale of Intellectual Property Rights (including Third Party Licences) shall be subject to the receipt of all relevant third party consents without payment by Alpharma to said third party(ies) for such consents. If a Purchaser is found within the Licence Period, and otherwise convey such Purchaser agrees in principle to RFC VIII purchase any or all of the Intellectual Property Rights (collectivelywhich include the Know-How, the “Conveyance”)Licensed Patents and the Trade Xxxx licensed hereunder in the Territory) and, if applicable, the Business Assets pursuant to Clause 9.4, Alpharma and the Licensor agree that they will acting reasonably and in good faith fully cooperate with each other to reach agreement with the Purchaser on the terms of the purchase agreement, including the giving of such representations, warranties, indemnities and undertakings to the Purchaser as are usual and reasonable in such transactions; and on completion of the sale to the Purchaser: the licences granted in Clause 3 shall immediately terminate; the total consideration paid at or after completion of the sale will be divided between Alpharma and the Licensor on the following basis: Alpharma: ****; and the Licensor: all amounts not payable to Alpharma under Clause 9.5.2.1; preference shall be given to a cash Purchaser but, if extended terms are granted, the Purchaser shall (i) have an A credit rating or better or (ii) provide a bank guarantee for each extended payment and (iii) unless otherwise agreed to by the Licensor and Alpharma be granted extended terms no greater than **** from the date of closing of the purchase agreement; should the Purchaser propose an arrangement other than that envisaged in Clause 9.5.3 but acceptable to the Licensor and Alpharma, then the Licensor and Alpharma shall, acting reasonably and in good faith, enter into negotiations to divide such consideration in a manner reasonably calculated to attain the split described in Clause 9.5.2; they will each bear their own costs in the preparation, negotiation and completion of such agreement; and Alpharma shall continue to be fully responsible for those liabilities of the Business remaining with Alpharma after such sale. The **** at date of completion of any sale to a Purchaser as the case may be, shall be determined and certified by PriceWaterhouse Coopers (or such other independent firm as the Parties may determine) adopting those accounting principles previously used by Alpharma in its audited financial statements and having first carried out a physical inspection of the Business Assets. Such firm shall act as an expert, not as an arbitrator, and its findings shall, in the absence of manifest error, be final and binding on the Parties. The determination and certification to be carried out pursuant to this Clause 9.6 shall be conducted at the equal expense of Alpharma and the Licensor. If there is no Purchaser found during the Licence Period, then the Extended Licence Period shall commence and: the licences granted to Alpharma under Clause 3.1 shall, subject to Clause 9.7.2 and 9.7.3, become fully paid up at no further cost to Alpharma; Alpharma shall forthwith reimburse the Licensor on demand for all external costs associated with the prosecution and maintenance of the Licensed Patents upon submission of valid invoices in relation thereto to Alpharma; the Licensor shall at any time in its sole discretion have the option of assigning all rights in all the Licensed Patents, Trade Xxxx and Know-How in the Territory to Alpharma, which assignment shall be at no further cost to Alpharma other than reimbursement to the Licensor (promptly upon demand) of all reasonable external costs (including, without recourse limitation, legal costs and costs payable to the Patent and Trademark Offices in the countries comprising the Territory) incurred by the Licensor to effect such transfer. Alpharma shall indemnify the Licensor against any loss, damages. liabilities, costs, claims or expenses which the Licensor may suffer or incur as a result of any failure by Alpharma to comply with its obligations under this Clause 9. confidentiality Each Party undertakes that it shall keep secret and confidential all Confidential Information communicated to it by any of the others and shall not use or disclose the same or any part thereof to any person whatsoever except as provided herein, all in this Clause 10. Each Party may disclose Confidential Information to those of its rightkey directors, title employees or consultants on a need to know basis who are directly concerned with the Licensed Product (and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect Licensor to such Initial Accountsany potential Purchaser), at provided that, before any such disclosure, it shall ensure that each of the applicable Addition Cut-Off Date, relevant persons: is made aware of the confidential nature of the Confidential Information; acknowledges in writing that he or she owes a duty of confidence to the case of Receivables arising Party which originally disclosed the Confidential Information; enters into a confidentiality undertaking in such form as the Additional Accounts (including Related Accounts with respect to such Additional Accounts)Party whose Confidential Information is being disclosed may reasonably specify, and complies with the obligations set out in each case thereafter created that confidentiality undertaking. Each Party may also disclose Confidential Information to: its auditors, and financial and legal advisers and any other persons having a legal right or duty to know the Confidential Information in connection with the business of the Party; to any Regulatory Authority as required to file and prosecute to grant a Product Licence in that country; and where ordered by a court of competition jurisdiction to do so or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined by the Accounts Financial Services Act 1986) or there is any other statutory obligation to do so, provided always that, where practicable (unless such Account has become a Removed Accountand, in any event excluding disclosures pursuant to Clause 10.3.3), the Party required to make such disclosure shall notify the Party who owns the Confidential Information, identifying the Information in question and giving the latter Party adequate time to make representations about the required disclosure to any relevant bodies. The Party required to make such disclosure shall further use its reasonable endeavours to ensure that any such persons to whom the Confidential Information is required to be disclosed under this Clause 10.3 hold it in confidence in accordance with the terms of this Agreement. Each Party may disclose Confidential Information to a sublicensee properly appointed in accordance with the Agreement, provided that before any such disclosure the disclosing Party shall have entered into a confidentiality undertaking with its sublicensee on terms no less onerous than the provisions of this Clause 10. Each Party shall take all Recoveries allocable reasonable steps to minimise the risk of disclosure of Confidential Information and a breach of Clause 10 including, but not limited to: ensuring that only persons whose duties require them to possess Confidential Information have access to it; and by effecting and maintaining adequate security measures to safeguard the Confidential Information from unauthorised access, use and misappropriation, including, but not limited to, providing proper and secure storage for papers, drawings and other material within the Confidential Information and forbidding unauthorised persons access to the place or places where these are stored. Each Party undertakes to notify the relevant other Party promptly of any unauthorised use, copying or disclosure of any Confidential Information belonging to that Party of which it becomes aware and to provide all reasonable assistance to the latter Party to terminate such unauthorised use and/or disclosure. In the event that the obligation of confidentiality imposed by the Agreement is breached by any Party either wilfully or negligently or carelessly, then the Party at fault shall be responsible to the injured Party for all the damages arising from the breach and communication to the third party of the Confidential Information excluding indirect, consequential damages and loss of profits, provided that such injured Party shall nevertheless be obliged to mitigate its loss in such circumstances. The provisions of this Clause 10 shall not apply to any Confidential Information which: is or comes into the public domain through no fault of the receiving Party, its employees agents or sub-contractors; or is lawfully disclosed to the receiving Party by a third party rightfully in possession of it; or is independently developed by the receiving Party without access to or knowledge or use of the Confidential Information. The Parties further agree to treat the terms of this Agreement as confidential and no Party may disclose such terms to any third party (except to those persons listed in Clauses 10.2 and 10.3 and only in accordance with the terms of those Clauses) without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed, except that Alpharma shall be entitled to disclose the existence of the Agreement and its material terms to such Receivablespersons in connection with its obligations as a listed public company and the making of appropriate filings with the Securities and Exchange Commission and the New York Stock Exchange as may be recommended by its chief legal officer. The provisions of this Clause 10 shall remain in force without limit in time and notwithstanding termination of this Agreement howsoever occurring. maintenance and enforcement of patents Subject to Clause 9.6.2, all monies due or upon an assignment pursuant to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectivelyClause 9.6.3, the “Purchased Assets”). TRS does hereby further transfer, assign, set over Licensor undertakes at Alpharma's cost and otherwise convey expense to RFC VIII all apply to record the change of its rights, remedies, powers, privileges and claims under or ownership with respect to any related Receivables Purchase Agreement (whether arising pursuant to those of the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or Licensed Patents which it acquired prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise31st December 2003.

Purchase. (a) In consideration of On the payment of terms and subject to the Purchase Price as provided herein, TRS does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII (collectivelyconditions hereof, the Seller may, from time to time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with regard to the Purchased Interest from the Seller from time to time from the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase, reinvestment or issuance is referred to herein as a “ConveyancePurchase”). Subject to Section 1.4(b) concerning reinvestments, without recourse except as provided hereinat no time will a Conduit Purchaser have any obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, all of its right, title on the terms and interest, whether now owned or hereafter acquired, insubject to the conditions hereof, to and under make Purchases of undivided percentage ownership interests with regard to the Receivables existing at Purchased Interest from the Initial Cut-Off Seller from time to time from the date hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each Purchase requested pursuant to Section 1.2(a) (and, in the case of Receivables arising each Related Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue Letters of Credit in the Initial Accounts return for (including Related Accounts and each LC Participant hereby severally agrees to make participation advances in connection with respect any draws under such Letters of Credit equal to such Initial Accounts), at LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to the applicable Addition Cut-Off Date, in Purchased Interest from the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created Seller from time to time from the date hereof to the Facility Termination Date; provided, that under no circumstances shall any Purchaser make any Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section 1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase Limit and (y) an amount equal to the Net Receivables Pool Balance plus the Dollar Equivalent of any amount on deposit in the Accounts LC Collateral Account minus the Total Reserves, (unless iii) LC Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the LC Participants or (iv) the aggregate Capital of the Alternative Currency Purchases would exceed the Alternative Currency Sublimit. The Seller may, subject to the requirements and conditions herein, use the proceeds of any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCCLC Participant) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseSection 1.15.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS FSB does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS does hereby further transfershall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey to RFC VIII all of its rightsthe Purchased Assets, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant subject to the terms interests of such Receivables Purchase Agreement any subsequent purchaser or otherwise)assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS FSB and purchased by RFC VIII TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS FSB and purchased by RFC VIII TRS on the date such Receivables arise.

Purchase. (a) In consideration of On the payment of Closing Date, subject to the Purchase Price as provided hereinterms and conditions hereof, TRS does each Purchaser hereby sellagrees to purchase from Breitburn, transfer, assign, set over and otherwise convey Breitburn hereby agrees to RFC VIII (collectivelyissue and sell to each Purchaser, the number of Series B Preferred Units set forth opposite each Purchaser’s name on Schedule A for a cash purchase price of $7.50 (the “ConveyancePurchase Price”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables per Series B Preferred Unit (collectively, the “Purchased AssetsUnits”). TRS does hereby further transferThe obligations of each Purchaser under any Basic Document are several and not joint with the obligations of any other Purchaser, assignand no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Basic Document, set over and otherwise convey provided that, notwithstanding the foregoing or anything else to RFC VIII the contrary provided herein, in the event that the Guggenheim Purchasers fail, for any reason, to comply with their obligations to consummate the Closing at the time at which they are obligated to consummate the Closing pursuant to Section 2.02, Anchorage shall purchase all of its rightsthe Series B Preferred Units required to be purchased by the Guggenheim Purchasers hereunder, remediesprovided further, powersthat, privileges notwithstanding anything else contained herein, if the Guggenheim Purchasers, or a Person that is administered, advised or managed by Guggenheim Management, do not purchase, in the aggregate, all of the 2020 Notes required to be purchased by them under the Notes Purchase Agreement, the closing of which is to occur simultaneously with the Closing, the Guggenheim Purchasers shall not be entitled to purchase any Series B Preferred Units pursuant to this Agreement. The failure or waiver of performance under any Basic Document of any Purchaser by Breitburn does not excuse performance by any other Purchaser and claims under or the waiver of performance of Breitburn by any Purchaser does not excuse performance by Breitburn with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseeach other Purchaser.

Purchase. (a) In consideration By execution of this Agreement, the payment of the Purchase Price as provided herein, TRS Seller does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII the Purchaser (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under (i) all of the Receivables in the Accounts and all of the Receivables created in such Accounts following the Closing Date and the Receivables in each Additional Account designated from time to time for inclusion as an Account as of the date of such designation, whether such Receivables shall then be existing or shall thereafter be created and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, "proceeds" as defined in the UCC) thereof, (ii) the right to receive Interchange and Recoveries with respect to such Receivables and (iii) to the extent applicable to the Receivables, each Account Owner Purchase Agreement (the "Purchased Assets"). (b) In connection with such Conveyance, the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from the Seller to the Purchaser, (ii) that such financing statements shall name the Seller, as seller, and the Purchaser, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to the Purchaser as soon as is practicable after filing. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have been conveyed to the Purchaser in accordance with this Agreement and have been conveyed by the Purchaser to the Trustee pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders by including (or deleting, in the case of newly originated Receivables in Removed Accounts) in such computer files the code identifying each such Account and (ii) on or prior to (w) the Closing Date, in the case of the Initial Accounts, (x) the date that is five Business Days after the applicable Addition Date, in the case of designation of Aggregate Addition Accounts, (y) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (z) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Purchaser a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Cut-off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Each such file or list, as supplemented from time to time to reflect Additional Accounts or Removed Accounts, shall be marked as Schedule I to this Agreement, shall be delivered to the Purchaser, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account during the term of this Agreement unless and until such Account becomes a Removed Account. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and sale of such Receivables and not a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Purchaser a first priority perfected security interest, in all of the Seller's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at and other Purchased Assets to secure the Initial Cut-Off Date, in rights of the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, Purchaser hereunder and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on obligations of the Closing DateSeller hereunder. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseSection 2.2.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Fleet (RI) does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII FCCF (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Initial Cut-Off Purchase Date, in the case of Receivables existing and arising in the Initial Accounts (including Related Accounts with respect to such Initial Existing Accounts), and at the applicable close of business on each Addition Cut-Off Date, in the case of Receivables existing and arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Existing Accounts (unless such Account has become a Removed Account)and the Additional Accounts, all Allocated Interchange and Recoveries allocable with respect to such Receivables, all monies moneys due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, thereto and all proceeds (including “including, without limitation, "proceeds” " as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, . Such property shall constitute the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). "PURCHASED ASSETS." The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Initial Purchase Date in the Initial Existing Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be and hereby are sold by TRS Fleet (RI) and purchased by RFC VIII FCCF on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter the Receivables arising in such Additional Accounts after the Addition Cut-Off Date and on or prior to before the related Addition Date, Date and the related Purchased Assets, Assets shall be and hereby are sold by TRS Fleet (RI) and purchased by RFC VIII FCCF on the related Addition DateDate and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement. The Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be and hereby are sold by TRS Fleet (RI) and purchased by RFC VIII FCCF on the date such Receivables arisearise and the Purchase Price shall be paid as provided in subsection 3.01(a) of this Agreement.

Purchase. On the Effective Date and from time to time (aeach such date of sale, a “Sale Date”), Purchaser shall purchase from each Seller, and each Seller shall sell to Purchaser, the Receivables (or, in the case of Eligible Bank Partner Receivables, the related Participation Interest) In consideration of the payment of listed on Schedule I hereto, as may be updated from time to time by any Seller (each such purchase, a “Purchase”) for the Purchase Price as provided hereinof the Eligible Receivables sold (or, TRS in the case of Eligible Bank Partner Receivables, the related Participation Interest sold) in such Purchase. On each Sale Date, the applicable Seller shall and hereby does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, Purchaser all of its rightrights, title and interest, whether now owned or hereafter acquired, in, interest of such Seller in and to and under the Receivables existing at the Initial Cut-Off Datesold (or, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Eligible Bank Partner Receivables, all monies due or the related Participation Interest sold) to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to Purchaser on such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise)Sale Date. The Receivables existing in Balance of the Initial Accounts at Purchased Receivables shall be calculated and agreed to by the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing DateParties, and each Seller’s applicable portion of any applicable Purchase Price shall be paid by Purchaser to each Seller by wire transfer of immediately available funds in accordance with instructions previously provided in writing by each Seller. The Purchase Price may be paid in several transfers of funds which in total will equal the Purchase Price. To the extent the Purchase Price for the related Purchased AssetsReceivables exceeds the aggregate amount of cash available to be paid by Purchaser, such excess shall be sold treated as a capital contribution by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseapplicable Seller to Purchaser. The Receivables existing in Additional Accounts closing (“Closing”) of any Purchase shall occur at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior a location mutually agreeable to the related Addition DateParties. At the Closing, and each Seller shall provide access or otherwise make available to Purchaser or one of its designees all of the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arisePortfolio Documents.

Purchase. Upon the terms and subject to the conditions of this Agreement, at the Closing (aas defined in Section 1.2) In consideration of the payment of the Purchase Price as provided herein, TRS does hereby EPPF shall sell, transfer, assign, set over assign and otherwise convey deliver to RFC VIII (collectively, the “Conveyance”), without recourse except as provided hereinInvestors, all of its EPPF's right, title and interestinterest in the EPPF Securities, whether now owned or hereafter acquiredincluding EPPF's right, intitle, interest and obligations, in to and under the Receivables existing at certain contractual rights and obligations, as set forth in the Initial Cut-Off DateOriginal Agreement, including the Ancillary Agreements thereto, and each Investor, severally, shall purchase, acquire and accept from EPPF, all of EPPF's right, title and interest in the Investor's Ratable Portion of the EPPF Securities and the Investors shall, as of the Closing, assume the rights and obligations of EPPF, in to and under the case express written terms of Receivables arising in the Initial Accounts (Original Agreement, including Related Accounts with respect the Ancillary Agreements thereto; and The consideration to such Initial Accounts)be paid by each Investor to EPPF for the foregoing sale, transfer, delivery, purchase, acquisition and acceptance of each Investor's Ratable Portion of the EPPF Securities shall be each Investor's Ratable Portion of the EPPF Purchase Price. Upon the terms and subject to the conditions of this Agreement, at the applicable Addition Cut-Off DateClosing, each Investor shall pay to EPPF the Investor's Ratable Portion of the EPPF Purchase Price, in cash by wire transfer of immediately available funds to an account or accounts designated by Andrew H. Connor, Esq. of Schwartz, Cooper, Greenberger & Krauss, Xxxxxxxxx xx Xxcrow Agent pursuant to that xxxxxxx Xxxrow Xxxxxment Letter, dated as of June 25, 2003, by and among Andrew H. Connor, Esq., the case of Receivables arising in Investors, ECC, Duke, and EPPF (the Additional Accounts (including Related Accounts with respect to such Additional Accounts"Xxxxxx Xxxxxxxxx"), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables ariseClosing. The Receivables existing transactions contemplated by this Section 1.1 are sometimes referred to in Additional Accounts at this Agreement as the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise"Purchase".

Purchase. (a) In consideration By execution of this Agreement, the payment of the Purchase Price as provided herein, TRS Bank does hereby sell, transfer, assign, set over and otherwise convey convey, to RFC VIII the Purchaser (collectively, the “Conveyance”)) on each Purchase Date, without recourse (except as provided herein) to the Bank, and the Purchaser hereby agrees to acquire, effective on each Purchase Date, against payment by the Purchaser of an amount equal to the Purchase Price, an undivided beneficial interest equal to the Participation Percentage in all of its the Bank’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) the Receivables (other than the Retained Interest therein) existing at on the Initial Cut-Off Purchase Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable and existing on each Addition Cut-Off Date, Date in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case all Receivables thereafter created from time to time in the Initial Accounts and the Additional Accounts until the termination of this Agreement pursuant to Article Six, (unless such Account has become a Removed Account), all Recoveries ii) Collections allocable to such Receivables, the Purchaser and all monies due and or to become due and all amounts received or receivable with respect thereto, all Collections thereto (other than with respect theretoto the Retained Interest therein), (iii) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or related to the foregoing, (iv) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (v) any and all proceeds (including “proceeds” as defined in of the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables foregoing (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS TD does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII the Depositor on a fully-serviced basis (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Cut- Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account or a Purged Account), all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCCPPSA) thereof, but excluding any Issuer Rate Fees allocable to such Receivables thereof (collectively, the “Purchased Assets”). TRS TD does hereby further transfer, assign, set over and otherwise convey to RFC VIII the Depositor all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS TD and purchased by RFC VIII the Depositor on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account or a Purged Account) and the related Purchased Assets shall be sold by TRS TD and purchased by RFC VIII the Depositor on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS TD and purchased by RFC VIII the Depositor on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account or a Purged Account) and the related Purchased Assets shall be sold by TRS TD and purchased by RFC VIII the Depositor on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS CompuCredit does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII CFC (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the all Receivables existing at the close of business on the Initial Cut-Off Date, in the case of Receivables Date and arising in the Initial Accounts (including Transferred Accounts and Related Accounts with respect related to such Initial Accounts), at the applicable and all Receivables existing on each Addition Cut-Off Date, in the case of Receivables Date and arising in the related Additional Accounts (including Transferred Accounts and Related Accounts with respect related to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable to such ReceivablesAccounts, all monies due or to become due and all amounts received or receivable with respect thereto, and all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, all of the foregoing being the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by TRS CompuCredit and purchased by RFC VIII CFC on the Closing Date. Receivables arising in the Initial Accounts after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be and hereby are sold by TRS CompuCredit and purchased by RFC VIII CFC on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Addition Cut-Off Date and thereafter the Receivables arising in such Additional Accounts after the Addition Cut-Off Date and on or prior to before the related Addition Date, and the related Purchased Assets, shall be and hereby are sold by TRS CompuCredit and purchased by RFC VIII CFC on the related Addition Date. The Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be and hereby are sold by TRS CompuCredit and purchased by RFC VIII CFC on the date such Receivables arise.

Purchase. (a) In consideration of Upon the payment of terms and subject to the Purchase Price as provided conditions set forth herein, TRS does hereby selleach Conduit or Alternate Purchaser which is a member of a Purchaser Group party hereto on the Initial Funding Date may, transferin its sole discretion, assignand each Non-Conduit Committed Purchaser shall, set over and otherwise convey to RFC VIII (collectively, purchase from the “Conveyance”)Issuer, without recourse except as provided hereinherein and in the other Transaction Documents, all either a Class A Note or Class B Note, as the case may be, in a [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. principal amount equal to the product of (x) the Applicable Commitment Percentage as of the Initial Funding Date with respect to such Purchaser Group or Non-Conduit Permitted Purchaser, as applicable, and (y) the product of the applicable Funding Percentage and the amount specified by the Issuer as the initial Aggregate Outstanding Note Balance in the first Borrowing Notice delivered pursuant to Section 2.2(a)(v) hereof (the “Initial Aggregate Outstanding Note Balance”). If any such Conduit elects, in its rightsole discretion, title not to purchase a Note on the Initial Funding Date, the Issuer shall be deemed to have requested that the Alternate Purchasers which are members of the Purchaser Group of which such Conduit is a member, purchase such Note, and, if the conditions set forth in Sections 2.2(a) and interest3.3 hereof are satisfied, whether now owned each such Alternate Purchaser shall purchase a Note in a principal amount equal to the product of (x) the Alternate Purchaser Percentage for such Alternate Purchaser, (y) the Applicable Commitment Percentage as of the Closing Date with respect to such Purchaser Group and (z) the product of the applicable Funding Percentage and the Initial Aggregate Outstanding Note Balance. Such Notes accrue interest as described in the Indenture from and including the Closing Date. The Notes purchased by and conveyed, transferred and assigned to each Purchaser Group or hereafter acquired, in, Non-Conduit Committed Purchaser shall be delivered to and under registered in the Receivables existing at the Initial Cut-Off Datename of, (x) in the case of Receivables arising in a Note of a Purchaser Group, the Initial Accounts Funding Agent for such Purchaser Group, as agent for the members of such Purchaser Group, or (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, y) in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to a Note of a Non-Conduit Committed Purchaser, such Additional Accounts)Non-Conduit Committed Purchaser, and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account), all Recoveries allocable shall be for an aggregate principal amount of up to such ReceivablesPurchaser Group’s or such Non-Conduit Committed Purchaser’s Purchaser Commitment Amount. For the avoidance of doubt, all monies due or to become due such initial funding and all amounts received or receivable with respect thereto, all Collections with respect thereto, Initial Aggregate Outstanding Note Balance shall be considered an “Increase” and all proceeds a “Notes Increase Amount,” respectively (including “proceeds” each such term as defined in the UCCSection 2.2(a) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”hereof). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise.

Purchase. (a) In consideration of the payment of the Purchase Price as provided herein, TRS Centurion does hereby sell, transfer, assign, set over and otherwise convey to RFC VIII TRS (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time in the Accounts (unless such Account has become a Removed Account)Accounts, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). As purchaser of the Purchased Assets, TRS does hereby further transfershall have the right to pledge, assign, set transfer, sell and exercise full control over and otherwise convey to RFC VIII all of its rightsthe Purchased Assets, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant subject to the terms interests of such Receivables Purchase Agreement any subsequent purchaser or otherwise)assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS Centurion and purchased by RFC VIII TRS on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS Centurion and purchased by RFC VIII TRS on the date such Receivables arise.