Exhibit 10.3


 


Execution Version


 


SALE AND CONTRIBUTION AGREEMENT

  


Dated as of April 1, 2021



among


 


VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO,


as Originators,


 


EVOQUA WATER TECHNOLOGIES LLC,


as Servicer,


 


and


 


EVOQUA FINANCE LLC,


as Buyer


 


 






     


     


    

 


	Contents
	Clause	      Subject Matter	Page



 


	ARTICLE I 

AGREEMENT TO PURCHASE AND SELL
	SECTION 1.1 Agreement To Purchase and Sell	1
	SECTION 1.2 Timing of Purchases.	3
	SECTION 1.3 Consideration for Purchases	3
	SECTION 1.4 Sale and Contribution Termination Date	3
	SECTION 1.5 Intention of the Parties	3
	ARTICLE II 

PURCHASE REPORT; CALCULATION OF PURCHASE PRICE
	SECTION 2.1 Purchase Report	4
	SECTION 2.2 Calculation of Purchase Price	4
	ARTICLE III

 CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE
	SECTION 3.1 Initial Contribution of Receivables and Initial Purchase Price Payment	5
	SECTION 3.2 Subsequent Purchase Price Payments	6
	SECTION 3.3 Settlement as to Specific Receivables and Dilution.	7
	ARTICLE IV 

CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATORS
	SECTION 4.1 Conditions Precedent to Initial Purchase	8
	SECTION 4.2 Certification as to Representations and Warranties	10
	SECTION 4.3 Additional Originators	10
	ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS
	SECTION 5.1 Existence and Power	11
	SECTION 5.2 Power and Authority; Due Authorization	11
	SECTION 5.3 No Conflict or Violation	11
	SECTION 5.4 Governmental Approvals	11
	SECTION 5.5 Valid Sale	12
	SECTION 5.6 Binding Obligations	12
	SECTION 5.7 Accuracy of Information	12
	SECTION 5.8 Actions, Suits	12
	SECTION 5.9 No Material Adverse Effect	13
	SECTION 5.10 Names and Location	13
	SECTION 5.11 Margin Regulations	13
	SECTION 5.12 Eligible Receivables	13
	SECTION 5.13 Credit and Collection Policy	13
	SECTION 5.14 Investment Company Act	13
	SECTION 5.15 Anti-Money Laundering/International Trade Law Compliance	13
	SECTION 5.16 Financial Condition	13
	SECTION 5.17 Taxes	14
	SECTION 5.18 ERISA.	14
	SECTION 5.19 Bulk Sales Act	14



 






    -i-


     


    

 





	Contents
	Clause	      Subject Matter	Page


 



	SECTION 5.20 No Fraudulent Conveyance	14
	SECTION 5.21 Ordinary Course of Business	15
	SECTION 5.22 Perfection Representations	15
	SECTION 5.23 Reliance on Separate Legal Identity	16
	SECTION 5.24 Opinions	16
	SECTION 5.25 Enforceability of Contracts	16
	SECTION 5.26 Nature of Pool Receivables	16
	SECTION 5.27 Compliance with Applicable Laws	16
	SECTION 5.28 Servicing Programs	16
	SECTION 5.29 Adverse Change in Receivables	16
	SECTION 5.30 Compliance with Transaction Documents	16
	SECTION 5.31 Reaffirmation of Representations and Warranties by each Originator	16
	ARTICLE VI 

COVENANTS OF THE ORIGINATORS
	SECTION 6.1 Covenants	17
	SECTION 6.2 Separateness Covenants	23
	ARTICLE VII 

ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES
	SECTION 7.1 Rights of the Buyer	25
	SECTION 7.2 Responsibilities of the Originators	25
	SECTION 7.3 Further Actions	25
	SECTION 7.4 Application of Collections	26
	SECTION 7.5 Performance of Obligations	26
	ARTICLE VIII 

SALE AND CONTRIBUTION TERMINATION EVENTS
	SECTION 8.1 Sale and Contribution Termination Events	26
	SECTION 8.2 Remedies.	27
	ARTICLE IX 

INDEMNIFICATION
	SECTION 9.1 Indemnities by the Originators	27
	ARTICLE X 

MISCELLANEOUS
	SECTION 10.1 Amendments, etc.	30
	SECTION 10.2 Notices, etc	30
	SECTION 10.3 No Waiver; Cumulative Remedies	31
	SECTION 10.4 Binding Effect; Assignability	31
	SECTION 10.5 Governing Law	31
	SECTION 10.6 Costs, Expenses and Taxes	31
	SECTION 10.7 SUBMISSION TO JURISDICTION	32
	SECTION 10.8 WAIVER OF JURY TRIAL	32
	SECTION 10.9 Captions and Cross References; Incorporation by Reference	33



 






    -ii-


     


    

 





	Contents
	Clause	      Subject Matter	Page


 



	SECTION 10.10 Execution in Counterparts	33
	SECTION 10.11 Acknowledgment and Agreement	33
	SECTION 10.12 No Proceeding	33
	SECTION 10.13 Mutual Negotiations	33
	SECTION 10.14 Joint and Several Liability	34
	SECTION 10.15 Electronic Execution of Assignments and Certain Other Documents	34
	SECTION 10.16 Severability	34


 


SCHEDULES


 


	Schedule I	List and Location of Each Originator
	Schedule II	Location of Books and Records of the Originators
	Schedule III	Trade Names
	Schedule IV	Notice Addresses



 


EXHIBITS


 


	Exhibit A	Form of Purchase Report
	Exhibit B	Form of Joinder Agreement
	Exhibit C	Form of Intercompany Loan Agreement



 






    -iii-


     


    

 



 


This CONTRIBUTION AND SALE
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as
of April 1, 2021 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each,
an “Originator”), EVOQUA WATER TECHNOLOGIES LLC, a Delaware limited liability company, as initial Servicer (as defined
below) (“Evoqua”), and EVOQUA FINANCE LLC, a Delaware limited liability company (the “Buyer”).


 


DEFINITIONS


 


Unless otherwise indicated
herein, capitalized terms used and not otherwise defined in this Agreement are defined in Article I of the Receivables Financing
Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the
 “Receivables Financing Agreement”), among the Buyer, as borrower, Evoqua, as initial Servicer (in such capacity, the
 “Servicer”), the Persons from time to time party thereto as Lenders, PNC Bank, National Association, as Administrative
Agent and PNC Capital Markets, LLC, as Structuring Agent. All references hereto to months are to calendar months unless otherwise expressly
indicated. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article
9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9. Unless the context
otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning “include”
and “includes”) means including without limiting the generality of any description preceding such term.


 


BACKGROUND


 


1.       The
Buyer is a special purpose limited liability company, all of the issued and outstanding membership interests of which are owned by Evoqua
Water Technologies LLC (the “Contributing Originator”).


 


2.       The
Originators generate Receivables in the ordinary course of their businesses.


 


3.       The
Originators wish to sell and/or, in the case of the Contributing Originator, contribute Receivables and the Related Rights to the Buyer,
and the Buyer is willing to purchase and/or accept such Receivables and the Related Rights from the Originators, on the terms and subject
to the conditions set forth herein.


 


4.       The
Originators and the Buyer intend each such transaction to be a true sale and/or, in the case of the Contributing Originator, an absolute
contribution and conveyance of Receivables and the Related Rights by each Originator to the Buyer, providing the Buyer with the full benefits
of ownership of the Receivables, and the Originators and the Buyer do not intend the transactions hereunder to be characterized as a loan
from the Buyer to any Originator.


 


5.       The
Buyer intends to pledge the Receivables and the Related Rights to the Administrative Agent pursuant to the Receivables Financing Agreement.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


 





ARTICLE
I


 


AGREEMENT TO PURCHASE AND SELL


 


SECTION
1.1 Agreement To Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement, each Originator,
severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or
after the Closing Date, but before the Sale and Contribution Termination Date (as defined in Section 1.4), all of such Originator’s
right, title and interest in and to:


 


(a)              
each Receivable (other than Contributed Receivables as defined in Section 3.1(a)) of such Originator that existed and was
owing to such Originator at the closing of such Originator’s business on the Cut-Off Date (as defined below);


 


Sale and Contribution Agreement


 






     


     


    

 


(b)              
each Receivable (other than Contributed Receivables) generated by such Originator from and including the Cut-Off Date to but excluding
the Sale and Contribution Termination Date;


 


(c)              
all of such Originator’s interest in any goods (including Returned Goods), and documentation of title evidencing the shipment
or storage of any goods (including Returned Goods), the sale of which gave rise to such Receivable;


 


(d)              
all instruments and chattel paper that may evidence such Receivable;


 


(e)              
all letter of credit rights, other security interests or liens and property subject thereto from time to time purporting to secure
payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing
statements or similar filings relating thereto;


 


(f)               
solely to the extent applicable to such Receivable, all of such Originator’s rights, interests and claims under the related
Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever
character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant
to the Contract related to such Receivable or otherwise;


 


(g)              
all books and records of such Originator to the extent related to any of the foregoing, and all rights, remedies, powers, privileges,
title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or other proceeds
with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections or other proceeds
(as such term is defined in the applicable UCC); and


 


(h)               all
Collections and other proceeds (as defined in the UCC) of any of the foregoing that are or were received by such Originator on or
after the Cut-Off Date, including, without limitation, all funds which either are received by such Originator, the Buyer or the
Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance
charges, interest and all other charges) in respect of any of the above Receivables or are applied to such amounts owed by the
Obligors (including, without limitation, any insurance payments that such Originator, the Buyer or the Servicer applies in the
ordinary course of its business to amounts owed in respect of any of the above Receivables, and net proceeds of sale or other
disposition of Returned Goods or other collateral of the Obligors in respect of any of the above Receivables or any other parties
directly or indirectly liable for payment of such Receivables).


 






    2 


     


    

 


All purchases and contributions hereunder shall
be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originators
set forth in this Agreement. No obligation or liability to any Obligor on any Receivable is intended to be assumed by the Buyer hereunder,
and any such assumption is expressly disclaimed. The property, proceeds and rights described in clauses (c) through (h)
above, including with respect to any Contributed Receivable, are herein referred to as the “Related Rights”, and the
Buyer’s foregoing commitment to purchase Receivables and Related Rights is herein called the “Purchase Facility”.


 


As used herein, “Cut-Off
Date” means (a) with respect to each Originator party hereto on the date hereof, March 1, 2021, and (b) with respect to any
Originator that first becomes a party hereto after the date hereof, the Business Day prior to the date on which such Originator becomes
a party hereto or such other date as the Buyer and such Originator agree to in writing.


 


SECTION
1.2 Timing of Purchases.


 


(a)              
Closing Date Purchases. Effective on the Closing Date, each Originator hereby sells to the Buyer, and the Buyer hereby purchases,
such Originator’s entire right, title and interest in, to and under (i) each Receivable (other than Contributed Receivables) that
existed and was owing to such Originator at the Cut-Off Date, (ii) each Receivable (other than Contributed Receivables) generated by such
Originator from and including the Cut-Off Date, to and including the Closing Date, and (iii) all Related Rights with respect thereto.


 


(b)              
Subsequent Purchases. After the Closing Date, until the Sale and Contribution Termination Date, each Receivable and the
Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator
to the Buyer immediately (and without further action) upon the creation of such Receivable.


 


SECTION
1.3 Consideration for Purchases. On the terms and subject to the conditions set forth in this Agreement, the Buyer agrees
to make Purchase Price payments to the Originators and to reflect all capital contributions in accordance with Article III.


 


SECTION
1.4 Sale and Contribution Termination Date. The “Sale and Contribution Termination Date” shall be the
earliest to occur of (a) the date the Purchase Facility is terminated by the Contributing Originator pursuant to Section 3.1(e),
(b) the date the Purchase Facility is terminated by Buyer (with the prior written consent of the Administrative Agent) pursuant to Section
8.2(a) and (c) the Final Payout Date.


 


SECTION
1.5 Intention of the Parties. It is the express intent of each Originator and the Buyer that each conveyance by such
Originator to the Buyer of the Receivables pursuant to this Agreement, including without limitation, all Receivables, if any,
constituting general intangibles as defined in the UCC, and all Related Rights be a true sale and/or contribution and be construed
as a valid and perfected sale (or contribution) and an absolute and irrevocable assignment (without recourse except as provided
herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to
secure a debt or other obligation of such Originator), providing the Buyer with the full risk and benefit of ownership of the
Receivables and Related Rights, and that the right, title and interest in and to such Receivables and Related Rights conveyed to the
Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien
creditors, secured lenders, purchasers and any Person claiming through such Originator. Notwithstanding the foregoing, (i) this
Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC and (ii) each Originator
shall be deemed to have granted to the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a
security interest in, to and under all of such Originator’s right, title and interest in and to: (A) the Receivables and the
Related Rights now existing and hereafter arising or created by such Originator transferred or purported to be transferred
hereunder, (B) all monies due or to become due and all amounts received with respect thereto and (C) all books and records of such
Originator to the extent related to any of the foregoing.


 






    3 


     


    

 


ARTICLE
II

PURCHASE REPORT; CALCULATION OF PURCHASE PRICE


 


SECTION
2.1 Purchase Report. On the Closing Date and on each date when a Monthly Information Package is due to be delivered under
the Receivables Financing Agreement (each such date, a “Monthly Purchase Report Date”), the Servicer shall deliver
to the Buyer and each Originator a report in substantially the form of Exhibit A (each such report being herein called a “Purchase
Report”) setting forth, among other things:


 


(a)              
Receivables purchased by the Buyer from each Originator, or contributed to the capital of the Buyer by the Contributing Originator,
on the Closing Date (in the case of the Purchase Report to be delivered on the Closing Date);


 


(b)              
Receivables purchased by the Buyer from each Originator, or contributed to the capital of the Buyer by the Contributing Originator,
during the calendar month immediately preceding such Monthly Purchase Report Date (in the case of each subsequent Purchase Report); and


 


(c)              
the calculations of reductions of the Purchase Price for any Receivables as provided in Section 3.3(a) and (b).


 


SECTION
2.2 Calculation of Purchase Price. The “Purchase Price” to be paid to each Originator on any Payment
Date in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such
Originator shall be determined in accordance with the following formula:


 


	PP	=	OB x FMVD
	where:	 	 
	PP	=	Purchase Price for each Receivable as calculated on the relevant Payment Date.




 






    4 


     


    

 


	OB	=	The Outstanding Balance of such Receivable on the relevant Payment Date.
	FMVD	=	Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as a percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the calendar month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.  



 


“Payment Date”
means (i) the Closing Date and (ii) each Business Day thereafter that the Originators are open for business.


 


“Prime Rate”
means a per annum rate equal to the “U.S. Prime Rate” as published in the “Money Rates” section of The
Wall Street Journal or if such information ceases to be published in The Wall Street Journal, such other publication as determined by
the Administrative Agent in its sole discretion.


 


ARTICLE
III

CONTRIBUTIONS AND PAYMENT OF PURCHASE PRICE


 


SECTION
3.1 Initial Contribution of Receivables and Initial Purchase Price Payment.


 


(a)              
On the Closing Date, the Contributing Originator shall, and hereby does, contribute to the capital of the Buyer Receivables and
Related Rights consisting of each Receivable and Related Rights of the Contributing Originator that exists and is owing to the Contributing
Originator on the Closing Date such that the equity (taking into account any cash contributions made on or prior to the Closing Date)
held by Evoqua in the Buyer, after giving effect to such contribution of Receivables (the value of which shall be determined based on
the Purchase Price definition) and Related Rights, shall be at least equal to the Required Capital Amount. Each Receivable and Related
Rights contributed by the Contributing Originator to the capital of the Buyer hereunder is herein referred to as a “Contributed
Receivable”.


 


(b)               On
the terms and subject to the conditions set forth in this Agreement, the Buyer agrees to pay to each Originator the Purchase Price
for the purchase to be made from such Originator on the Closing Date (i) to the extent the Buyer has cash available therefor,
including after giving effect to any borrowings by the Buyer under the Receivables Financing Agreement, partially in cash (in an
amount to be agreed between the Buyer and such Originator and set forth in the initial Purchase Report) and, solely in the case of
the Contributing Originator, if elected by the Contributing Originator in its sole discretion, by accepting a contribution to the
Buyer’s capital, and (ii) the remainder by accepting a Subordinated Loan from such Originator that was made under an
intercompany loan agreement in the form of Exhibit C (each such intercompany loan agreement, as it may be amended,
supplemented or otherwise modified from time to time, each being herein called an “Intercompany Loan Agreement”)
with an initial principal amount equal to the remaining Purchase Price payable to such Originator not paid in cash or, in the case
of the Contributing Originator, contributed to the Buyer’s capital.


 






    5 


     


    

 


(c)              
From time to time after the Closing Date, the Contributing Originator may (in its discretion) contribute to the capital of the
Buyer additional Receivables and Related Rights, rather than selling such Receivables and Related rights to Buyer pursuant to Section
1.1. In addition, if on any Business Day the Borrower’s Net Worth would be less than the Required Capital Amount after utilizing
all the Buyer’s available cash and the Buyer’s incurrence of any necessary Subordinated Loans in order to pay in full the
Purchase Price then due to the Originators hereunder, then the Contributing Originator shall, and hereby does (as of such time) contribute
to the capital of the Buyer any additional Receivables and Related Rights then owing to the Contributing Originator (together with cash
of the Contributing Originator if it lacks sufficient Receivables and Related Rights at such time) to the extent necessary to prevent
the Borrower’s Net Worth from becoming less than the Required Capital Amount.


 


(d)              
The Contributing Originator and Servicer shall maintain records of all contributions to the capital of the Buyer hereunder. Notwithstanding
such records (or lack thereof), any contributions of Receivables, Related Rights or cash to the capital of the Buyer that are required
to be made by the Contributing Originator pursuant to this Section 3.1 shall be made automatically and irrevocably on each day
from the Closing Date until the Sale and Contribution Termination Date.


 


(e)              
At any time when the Borrower’s Net Worth would be less than the Required Capital Amount absent additional capital contributions
by the Contributing Originator pursuant to Section 3.1(c), the Contributing Originator may, with thirty (30) days’ prior
written notice to the Buyer and the Administrative Agent, declare the Purchase Facility terminated; provided, however, that,
for the avoidance of doubt, no such declaration shall become effective until both the Buyer and the Administrative Agent have received
such thirty (30) days’ prior written notice thereof from the Contributing Originator.


 


As used herein, “Subordinated
Loan” has the meaning set forth in the related Intercompany Loan Agreement.


 


SECTION
3.2 Subsequent Purchase Price Payments. On each Payment Date subsequent to the Closing Date, on the terms and subject to
the conditions set forth in this Agreement, the Buyer shall pay the Purchase Price to each Originator for the Receivables and the Related
Rights generated by such Originator on such Payment Date as follows:


 


(a)              
First, in cash to each Originator to the extent the Buyer has cash available therefor, including pursuant to any
Release or any borrowing under the Receivables Financing Agreement on or prior to such Payment Date (and such payment is not prohibited
under the Receivables Financing Agreement);


 


(b)               Second,
solely in the case of the Contributing Originator, if elected by the Contributing Originator in its sole discretion, to the extent
any portion of the Purchase Price remains unpaid, by accepting a contribution of such Receivable and the Related Rights to its
capital in an amount equal to such remaining unpaid portion of such Purchase Price designated as a contribution to Buyer’s
capital; and


 






    6 


     


    

 


(c)              
Third, to the extent any portion of the Purchase Price remains unpaid, a Subordinated Loan shall automatically be
made by such Originator to the Buyer with an initial principal amount equal to such remaining unpaid portion of such Purchase Price;


 


provided, however,
that (x) if more than one Originator is selling Receivables to the Buyer on the date of such purchase, the Buyer shall make cash payments
among the Originators in such a way as to minimize to the greatest extent practicable the aggregate outstanding principal amount of all
Subordinated Loans, and (y) if on any Business Day, the entire Purchase Price for any Receivable is not paid by the Buyer as a result
of any of the limitations set forth above, the Buyer shall provide notice thereof to the Administrative Agent; provided, further,
however, that in each case the foregoing shall not be construed to require the Contributing Originator to make any capital contribution
to the Buyer.


 


All amounts paid by the Buyer
hereunder to any Originator shall be allocated first to the payment of any Purchase Price then due and unpaid to such Originator,
second to the payment of accrued and unpaid interest on the Subordinated Loans made by such Originator and third
to the repayment of the outstanding principal amount on the Subordinated Loans made by such Originator to the extent of such outstanding
principal amount thereof as of the date of such payment before such amounts may be allocated for any other purpose. The Servicer shall
make all appropriate record keeping entries with respect to each of the Subordinated Loans to reflect the foregoing payments and payments
and reductions made pursuant to Section 3.3, and absent manifest error, such entries shall constitute prima facie evidence of the
accuracy of the information so entered.


 


If, on any Business Day, the
Borrower’s Net Worth is less than the Required Capital Amount, then the Servicer shall on such Business Day provide written notice
thereof to the Buyer, the Originators and the Administrative Agent.


 


SECTION
3.3 Settlement as to Specific Receivables and Dilution.


 


(a)              
If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the representations or warranties set forth
in Sections 5.5, 5.12, 5.13, 5.20, 5.22, 5.25 or 5.26 are not true with respect to such
Receivable or (ii) as a result of any action or inaction (other than solely as a result of the failure to collect such Receivable due
to a discharge in bankruptcy or similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor) of
such Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.5, 5.12, 5.13,
5.20, 5.22, 5.25 or 5.26 is no longer true with respect to such Receivable, then the Purchase Price for such
Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator
as provided in clause (c) below; provided that, if the Buyer thereafter receives payment on account of the Outstanding Balance
of such Receivable, the Buyer promptly shall deliver such funds to such Originator.


 






    7 


     


    

 


(b)              
 If, on any day, the Outstanding Balance of any Receivable purchased or contributed hereunder is either (i) reduced or canceled
as a result of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator
to deliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in or cancellation
of any of the terms of such Contract or invoice or any other adjustment by an Originator, the Servicer or the Buyer which reduces the
amount payable by the Obligor on the related Receivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or
credit in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated
transaction), or (ii) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy
of the Obligor thereof), then the Purchase Price with respect to such Receivable shall be reduced by the amount of such net reduction
or dispute and shall be accounted to such Originator as provided in clause (c) below.


 


(c)              
Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or (b) above shall be applied as a credit
for the account of the Buyer against the Purchase Price of Receivables subsequently purchased by the Buyer from such Originator hereunder;
provided, however, if, on such day, there have been no purchases of Receivables from such Originator (or insufficiently
large purchases of Receivables) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit:


 


(i)                
to the extent of any outstanding principal balance under the Subordinated Loans made by such Originator, shall be deemed to be
a payment under, and shall be deducted from the outstanding principal amount of, the Subordinated Loans made by such Originator; and


 


(ii)             
after making any deduction pursuant to clause (i) above, shall be paid in cash to the Buyer by such Originator in the manner
and for application as described in the following proviso:


 


provided, further,
that at any time (x) when an Event of Default or an Unmatured Event of Default exists under the Receivables Financing Agreement or (y)
on or after the Sale and Contribution Termination Date, the amount of any such credit shall be paid by such Originator to the Buyer in
cash by deposit of immediately available funds into a Collection Account for application by the Servicer to the same extent as if Collections
of the applicable Receivable in such amount had actually been received on such date.


 


ARTICLE
IV

CONDITIONS OF PURCHASES; ADDITIONAL ORIGINATORS


 


SECTION
4.1 Conditions Precedent to Initial Purchase. The initial purchase hereunder is subject to the condition precedent that
the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall have received, on or before the Closing Date,
the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Buyer and
the Administrative Agent (as the Buyer’s assignee) and each Lender:


 


(a)              
 a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving
this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby,
certified by the Secretary or Assistant Secretary of such Originator;


 






    8 


     


    

 


(b)              
good standing certificates for each Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent
(as the Buyer’s assignee) by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization
or formation;


 


(c)              
a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers
authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it
(on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively
rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive
from such Person a revised certificate meeting the requirements of this clause (c));


 


(d)              
the certificate of formation or articles of incorporation or other organizational document of each Originator (including all amendments
and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s
organization as of a recent date, together with a copy of the by-laws or other governing documents of such Originator (including all amendments
and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator;


 


(e)              
proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer
as the assignor secured party/buyer and the Administrative Agent, for the benefit of the Secured Parties, as assignee secured party, of
the Receivables and the Related Rights sold or contributed, or purported to be sold or contributed, by such Originator as may be necessary
or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions
to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security
interest has been assigned to it hereunder;


 


(f)               
a written search report from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) listing
all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction
of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause
(e) (and/or released or terminated, as the case may be, on or prior to the date hereof), shall cover any Receivable or any Related
Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of
the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of
such liens filed against any Originator;


 


(g)              
favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent and
each Lender;


 






    9 


     


    

 


(h)              
 a copy of an Intercompany Loan Agreement entered into by each Originator and the Buyer, duly executed by such Originator and the
Buyer; and


 


(i)                
evidence (x) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed
and delivered by it in connection herewith and (y) that each of the conditions precedent to the execution, delivery and effectiveness
of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Buyer’s
assignee) satisfaction.


 


SECTION
4.2 Certification as to Representations and Warranties. Each Originator, by accepting the Purchase Price related to each
purchase or contribution of Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties
of such Originator contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct
in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such representation
and warranty shall be true and correct as made) on and as of such day, with the same effect as though made on and as of such day (except
for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and
correct in all material respects (unless such representation or warranty contains a materiality qualification and, in such case, such
representation and warranty shall be true and correct as made) as of such earlier date).


 


SECTION
4.3 Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of
the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided
that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of
such addition:


 


(a)              
the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written
notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information
with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request;


 


(b)              
such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an
agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”);


 


(c)              
such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee)
and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance
satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender;


 


(d)              
no Sale and Contribution Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing;
and


 


(e)              
no Event of Default or Unmatured Event of Default shall have occurred and be continuing.


 






    10 


     


    

 


ARTICLE
V


 


REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS


 


In order to induce the Buyer
to enter into this Agreement and to make purchases hereunder, each Originator (and solely with respect to Section 5.21, the Buyer)
hereby represents and warrants with respect to itself that each representation and warranty concerning it or the Receivables sold by it
hereunder that is pledged as security under the Receivables Financing Agreement is true and correct, and hereby makes the representations
and warranties set forth in this Article V:


 


SECTION
5.1 Existence and Power. Such Originator (i) is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization or formation, (ii) has full power and authority under its organizational documents and under the
laws of the jurisdiction of its organization or formation to own its properties and to conduct its business as such properties are currently
owned and such business is presently conducted, except to the extent such failure would not reasonably be expected to have a Material
Adverse Effect, and (iii) is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary licenses
and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except where
the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.2 Power and Authority; Due Authorization. Such Originator (i) has all necessary organizational power and authority to
(A) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this
Agreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Receivables and the Related
Rights to the Buyer on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary organizational
action such grant and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement
and the other Transaction Documents to which it is a party.


 


SECTION
5.3 No Conflict or Violation. The execution, delivery and performance of, and the consummation of the transactions contemplated
by, this Agreement and each other Transaction Document to which such Originator is a party, and the fulfillment of the terms hereof and
thereof by such Originator, will not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with
or without notice or lapse of time or both) a default under (x) its organizational documents or (y) any indenture, sale agreement, credit
agreement (including the Credit Agreement), loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument
to which such Originator is a party or by which it or any of its property is bound, (ii) result in the creation or imposition of any Adverse
Claim upon any of the Collateral pursuant to the terms of any such indenture, credit agreement (including the Credit Agreement), loan
agreement, security agreement, mortgage, deed of trust or other agreement or instrument, other than this Agreement and the other Transaction
Documents or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, Adverse
Claim or violation could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.4 Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or
action could not reasonably be expected to have a Material Adverse Effect, all authorizations, consents, orders, licenses and
approvals of, or other actions by, any Governmental Authority that are required to be obtained by such Originator in connection with
the grant of a security interest in the Receivables and the Related Rights to the Buyer hereunder or the due execution, delivery and
performance by such Originator of this Agreement or any other Transaction Document to which it is a party and the consummation by
such Originator of the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party have
been obtained or made and are in full force and effect.


 






    11 


     


    

 


SECTION
5.5 Valid Sale. Each sale of Receivables and the Related Rights made by such Originator pursuant to this Agreement shall
constitute a valid sale (or contribution), transfer and assignment of Receivables and Related Rights to the Buyer, enforceable against
creditors of, and purchasers from, such Originator, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability
may be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at
law.


 


SECTION
5.6 Binding Obligations. This Agreement and each of the other Transaction Documents to which such Originator is a party
constitute legal, valid and binding obligations of such Originator, enforceable against such Originator in accordance with their respective
terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles
of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.


 


SECTION
5.7 Accuracy of Information. All certificates, reports, statements, documents and other information furnished to the Buyer,
the Administrative Agent or any other Credit Party by or on behalf of such Originator pursuant to any provision of this Agreement or any
other Transaction Document, or in connection with or pursuant to any amendment or modification of, or waiver under, this Agreement or
any other Transaction Document, is, at the time the same are so furnished, complete and correct in all material respects on the date the
same are furnished to the Buyer, the Administrative Agent or such other Credit Party, and does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein not misleading.


 


SECTION
5.8 Actions, Suits. (i) There is no action, suit, proceeding or investigation pending or, to the knowledge of such Originator,
threatened, against such Originator before any Governmental Authority and (ii) such Originator is not subject to any order, judgment,
decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses
(i) and (ii), (A) asserts the invalidity or unenforceability of this Agreement or any other Transaction Document, (B) seeks
to prevent the grant of a security interest in any Receivable or Related Right by such Originator to the Buyer, the ownership or acquisition
by the Buyer of any Receivable or Related Right or the consummation of any of the transactions contemplated by this Agreement or any other
Transaction Document, or (C) seeks any determination or ruling that could reasonably be expected to materially and adversely affect the
performance by such Originator of its obligations under this Agreement or any other Transaction Document.


 






    12 


     


    

 


SECTION
5.9 No Material Adverse Effect. Since September 30, 2020, there has been no Material Adverse Effect with respect to such
Originator.


 


SECTION
5.10 Names and Location. Except as described in Schedule III, such Originator has not used any corporate names, trade
names or assumed names since the date occurring five calendar years prior to the Closing Date other than its name set forth on the signature
pages hereto. Such Originator is “located” (as such term is defined in the applicable UCC) in the jurisdiction specified in
Schedule I and since the date occurring five calendar years prior to the Closing Date, has not been “located” (as such
term is defined in the applicable UCC) in any other jurisdiction (except as specified in Schedule I). The office(s) where such
Originator keeps its records concerning the Receivables is at the address(es) set forth on Schedule II.


 


SECTION
5.11 Margin Regulations. Such Originator is not engaged, principally or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U and X of the Board
of Governors of the Federal Reserve System), and no Purchase Price payments or proceeds under this Agreement will be used to purchase
or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.


 


SECTION
5.12 Eligible Receivables. Each Receivable sold, transferred, contributed or assigned hereunder is an Eligible Receivable
on the date of sale, transfer, contribution or assignment, unless otherwise specified in the first Interim Report or Monthly Information
Package that includes such Receivable.


 


SECTION
5.13 Credit and Collection Policy. Such Originator has complied in all material respects with the Credit and Collection
Policy with regard to each Receivable sold by it hereunder and the related Contracts.


 


SECTION
5.14 Investment Company Act. Such Originator is not an “investment company”, or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act.


 


SECTION
5.15 Anti-Money Laundering/International Trade Law Compliance. No Covered Entity is a Sanctioned Person. No Covered Entity,
either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or
control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from
investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages
in any dealings or transactions prohibited by any Anti-Terrorism Law.


 


SECTION
5.16 Financial Condition.


 


(a)              
The audited consolidated balance sheets of the Parent and its consolidated Subsidiaries as of September 30, 2020 and the related
statements of income and shareholders’ equity of the Parent and its consolidated Subsidiaries for the fiscal year then ended, copies
of which have been furnished to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated financial
position of the Parent and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.


 






    13 


     


    

 


(b)              
 On the date hereof, and on the date of each purchase hereunder (both before and after giving effect to such purchase), such Originator
is, and will be on such date, Solvent and no Insolvency Proceeding with respect to such Originator is, or will be on such date, pending
or threatened.


 


SECTION
5.17 Taxes. Such Originator has (i) timely filed or caused to be filed all tax returns (federal, state, foreign and local)
required to be filed by it and (ii) paid, or caused to be paid, all taxes, assessments and other governmental charges required to be paid
by it, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and
as to which adequate reserves have been provided in accordance with GAAP.


 


SECTION
5.18 ERISA.


 


(a)              
None of the following events or conditions has occurred: (a) a Reportable Event; (b) the adoption of an amendment to a Pension
Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code; (c) the existence with respect to any Multiemployer
Plan of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not
waived; (d) the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA with respect to
any Pension Plan (e) the incurrence of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the
withdrawal or partial withdrawal of such Originator or any of its ERISA Affiliates from any Multiemployer Plan; (f) the receipt by such
Originator or any of its ERISA Affiliates  from  the PBGC or any plan administrator of any notice relating to the intention
to terminate any Pension Plan or Multiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan; (g)
the receipt by such Originator or any of its ERISA Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA; (h) the occurrence of a prohibited
transaction with respect to such Originator or its ERISA Affiliates (pursuant to Section 4975 of the Code); or (i) the occurrence or existence
of any other similar event or condition with respect to a Pension Plan or a Multiemployer Plan, with respect to each of clause (a)
through (h), either individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect.


 


(b)              
Each of such Originator and its ERISA Affiliates is in compliance (i) with all applicable provisions of law and all applicable
regulations and published interpretations thereunder with respect to any defined benefit plan (within the meaning of Section 3(35) of
ERISA) governed by the laws of a jurisdiction other than the United States and (ii) with the terms of any such plan, except, in each case,
for such noncompliance that would not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.19 Bulk Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or
similar law.


 


SECTION
5.20 No Fraudulent Conveyance. No sale or contribution hereunder constitutes a fraudulent transfer or conveyance under
any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar
laws or principles or for any other reason.


 






    14 


     


    

 


SECTION
5.21 Ordinary Course of Business. Each of the Originators and the Buyer represents and warrants as to itself that each remittance
of Collections by or on behalf of such Originator to the Buyer under this Agreement will have been (i) in payment of a debt incurred by
such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary
course of business or financial affairs of such Originator and the Buyer.


 


SECTION
5.22 Perfection Representations.


 


(a)              
This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in each Originator’s
right, title and interest in, to and under the Receivables and Related Rights which (A) security interest has been perfected and is enforceable
against creditors of and purchasers from such Originator and (B) is free of all Adverse Claims.


 


(b)              
The Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the
UCC.


 


(c)              
Prior to their sale or contribution to Buyer pursuant to this Agreement, such Originator owned and had good and marketable title
to the Receivables and Related Rights free and clear of any Adverse Claim of any Person.


 


(d)              
All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper
filing office in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and
contribution of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement.


 


(e)              
Other than the ownership or security interest granted to the Buyer pursuant to this Agreement, such Originator has not pledged,
assigned, sold, granted a security interest in (other than those released on the Closing Date or any other date on which a Receivable
is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted
by this Agreement and the other Transaction Documents. Such Originator has not authorized the filing of and is not aware of any financing
statements filed against such Originator that include a description of collateral covering the Receivables and Related Rights other than
any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated or amended to reflect the release of
any security interest in the Receivables and Related Rights. Such Originator is not aware of any judgment lien, ERISA lien or tax lien
filings against such Originator that is not released simultaneously or prior to its transfer hereunder.


 


(f)               
Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this
Section 5.22 shall be continuing and remain in full force and effect until the Final Payout Date.


 






    15 


     


    

 


SECTION
5.23 Reliance on Separate Legal Identity. Such Originator acknowledges that each of the Lenders and the Administrative
Agent are entering into the Transaction Documents to which they are parties in reliance upon the Buyer’s identity as a legal entity
separate from such Originator.


 


SECTION
5.24 Opinions. The facts regarding such Originator, the Receivables sold or contributed by it hereunder, the Related Security
and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction
Documents are true and correct in all material respects.


 


SECTION
5.25 Enforceability of Contracts. Each Contract related to any Receivable sold or contributed by such Originator hereunder
is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the outstanding balance of
such Receivable, enforceable against the Obligor in accordance with its terms, without being subject to any defense, deduction, offset
or counterclaim and such Originator has fully performed its obligations under such Contract except as may be limited by applicable bankruptcy,
insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity regardless of whether enforceability is considered in a proceeding in equity or at law.


 


SECTION
5.26 Nature of Pool Receivables. All Pool Receivables: (i) were originated by such Originator in the ordinary course of
its business, (ii) were sold to Buyer for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of
the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act. The purchase
of Pool Receivables with the proceeds of Credit Extensions made under the Receivables Financing Agreement would constitute a “current
transaction” for purposes of Section 3(a)(3) of the Securities Act.


 


SECTION
5.27 Compliance with Applicable Laws. Each Originator is in compliance with the requirements of all laws, rules and regulations
applicable to its property or business operations, except in such instance where any failure to comply therewith, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


SECTION
5.28 Servicing Programs. No material license or approval is required for Servicer’s or Buyer’s use of any software
or other computer program used by such Originator in the servicing of the Receivables, other than those that have been obtained and are
in full force and effect.


 


SECTION
5.29 Adverse Change in Receivables. Since September 30, 2020, there has been no material adverse change in either the collectability
or the payment history of the Receivables originated by such Originator taken as a whole.


 


SECTION
5.30 Compliance with Transaction Documents. Each Originator has complied with all of the terms, covenants and agreements
contained in the other Transaction Documents to which it is a party.


 


SECTION
5.31 Reaffirmation of Representations and Warranties by each Originator. On each day that a new Receivable is sold or
contributed to the Buyer hereunder, such Originator shall be deemed to have certified that all representations and warranties set
forth in this Article V are true and correct in all material respects (unless such representation or warranty contains a
materiality qualification and, in such case, such representation or warranty shall be true and correct as made) with respect to
itself and such new Receivable on and as of such day (except for representations and warranties which apply as to an earlier date,
in which case such representations and warranties shall be true and correct as of such earlier date). Notwithstanding any other
provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Article shall
survive each sale or contribution of Receivables hereunder and remain in full force and effect until the Final Payout Date.


 



    16 


     


    




 






 


ARTICLE
VI

COVENANTS OF THE ORIGINATORS


 


SECTION
6.1 Covenants. At all times from the Closing Date until the Final Payout Date, each Originator will, unless the
Administrative Agent and the Buyer shall otherwise consent in writing, perform the following covenants:


 


(a)          
Financial Reporting. Each Originator will maintain a system of accounting established and administered in accordance with
GAAP, and each Originator shall furnish to the Buyer, the Administrative Agent and each Lender such information (including non-financial
information) as the Buyer, the Administrative Agent or any Lender may from time to time reasonably request.


 


(b)          
Notices. Such Originator will notify the Buyer, Administrative Agent and each Lender in writing of any of the following
events promptly upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence
thereof, with such notice describing the same, and if applicable, the steps taken or being taken by the Person(s) affected with respect
thereto:


 


(i)               
Notice of Sale and Contribution Termination Event, Unmatured Sale and Contribution Termination Event, Event of Default or Unmatured
Event of Default. A statement of a Financial Officer of such Originator setting forth details of any Sale and Contribution Termination
Event (as defined in Section 8.1), Unmatured Sale and Contribution Termination Event (as defined in Section 8.1), Event
of Default or Unmatured Event of Default that has occurred and is continuing and the action that such Originator has taken or proposes
to take with respect thereto.


 


(ii)             
Representations and Warranties. The failure of any representation or warranty made or deemed to be made by such Originator
under this Agreement or any other Transaction Document to be true and correct in any material respect when made.


 


(iii)             
Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably
be expected to have a Material Adverse Effect.


 


(iv)             Adverse
Claim. (A) Any Person shall obtain an Adverse Claim upon the Receivables or Related Rights or any portion thereof, (B)
any Person other than the Buyer, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect
to any Collection Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to
Pool Receivable(s) from a Person other than the Servicer or the Administrative Agent.


 






    17 


     


    

 


(v)             
Name Changes. At least thirty (30) days before any change in such Originator’s name, jurisdiction of organization
or any other change requiring the amendment of UCC financing statements.


 


(vi)            
Change in Accountants or Accounting Policy. Any change in (A) the external accountants of such Originator, (B) any accounting
policy of such Originator or (C) any material accounting policy of such Originator that is relevant to the transactions contemplated by
this Agreement or any other Transaction Document (it being understood that any change to the manner in which such Originator accounts
for the Pool Receivables shall be deemed “material” for such purpose).


 


(vii)           
Material Adverse Change. Promptly after the occurrence thereof, notice of any matter that could reasonably be expected to
result in a Material Adverse Effect.


 


(c)          
Conduct of Business; Preservation of Existence. Each Originator will carry on and conduct its business in substantially
the same manner and in substantially the same fields of enterprise as it is presently conducted, and will do all things necessary to preserve
and keep in full force and effect its existence and, except where the failure to do so would not reasonably be expected to have a Material
Adverse Effect, its franchises, authority to do business in each jurisdiction in which its business is conducted, licenses, patents, trademarks,
copyrights and other proprietary rights; provided, however, that nothing in this clause (c) shall prevent any transaction
permitted by clause (n) below or not otherwise prohibited by this Agreement or any other Transaction Document.


 


(d)          
Compliance with Laws. Each Originator will comply with all Applicable Laws to which it may be subject if the failure to
comply could reasonably be expected to have a Material Adverse Effect.


 


(e)           Furnishing
of Information and Inspection of Receivables. Each Originator will furnish or cause to be furnished to the Buyer, the
Administrative Agent and each Lender from time to time such information with respect to the Pool Receivables, the Related Rights and
the other Collateral, as the Buyer, the Administrative Agent or any Lender may reasonably request. Each Originator will, at such
Originator’s expense, during regular business hours with prior written notice (i) permit the Buyer, the Administrative Agent
and each Lender or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and
records relating to the Pool Receivables or other Collateral, (B) visit the offices and properties of such Originator for the
purpose of examining such books and records, and (C) discuss matters relating to the Pool Receivables, the other Collateral or such
Originator’s performance hereunder or under the other Transaction Documents to which it is a party with any of the officers,
directors, employees or independent public accountants of such Originator having knowledge of such matters and (ii) without
limiting the provisions of clause (i) above, during regular business hours, at such Originator’s expense, upon prior
written notice from the Buyer or the Administrative Agent, permit certified public accountants or other auditors acceptable to the
Buyer or the Administrative Agent, as applicable, to conduct a review of its books and records with respect to the Pool Receivables
and other Collateral; provided, that so long as no Event of Default has occurred and is continuing, such Originator shall be
required to reimburse the Administrative Agent for not more than one (1) such review (or, if an Unmatured Event of Default has
occurred and is continuing or if Holdings III does not have long-term credit ratings of “B2” or better by Moody’s
and “B” or better by S&P, then two (2) such reviews) pursuant to clause (ii) above in any twelve-month
period; provided, that, for the avoidance of doubt, the Administrative Agent may conduct additional reviews pursuant to clause
(ii) above from time to time in its discretion and at its own expense.


 






    18 


     


    

 


(f)           
Payments on Receivables, Collection Accounts. Each Originator will, at all times, instruct all Obligors to deliver payments
on the Pool Receivables to a Collection Account or a Lock-Box. Each Originator will, at all times, maintain such records necessary to
(i) identify Collections received from time to time on Pool Receivables and (ii) segregate such Collections from other property of the
other Originators or other Affiliates, if any, held by such Originator. If any payments on the Pool Receivables or other Collections are
received by such Originator, it shall hold such payments in trust for the benefit of the Buyer (and the Administrative Agent, the Lenders
and the other Secured Parties as the Buyer’s assignees) and promptly (but in any event within two (2) Business Days after receipt)
remit such funds into a Collection Account. Such Originator (or the Servicer on its behalf) will cause each Collection Account Bank to
comply with the terms of each applicable Account Control Agreement. Such Originator shall not permit funds other than Collections on Pool
Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection
Account, such Originator (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate
Person entitled to such funds. Each Originator will not, and will not permit the Servicer, any other Originator or any other Person to
commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other
funds. Each Originator shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed in the
Receivables Financing Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy
of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agent from the applicable
Collection Account Bank. Each Originator shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box)
with the prior written consent of the Administrative Agent.


 


(g)          
Sales, Liens, etc. Except as otherwise provided herein, no Originator will sell, assign (by operation of law or otherwise)
or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing
statement) or with respect to, any Pool Receivable or other Related Rights, or assign any right to receive income in respect thereof.


 






    19 


     


    

 


(h)           Extension
or Amendment of Pool Receivables. Except as otherwise permitted by the Receivables Financing Agreement, no Originator
will, or will permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms
of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition of any
related Contract. Each Originator shall at its expense, timely and fully perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, and
timely and fully comply with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.


 


(i)           
Fundamental Changes. Each Originator shall not make any change in such Originator’s name, location or make any other
change in such Originator’s identity or corporate structure that could impair or otherwise render any UCC financing statement filed
in connection with this Agreement or the Receivables Financing Agreement “seriously misleading” as such term (or similar term)
is used in the applicable UCC, in each case, unless the Buyer, the Administrative Agent and each Lender have each (A) received thirty
(30) days’ prior written notice thereof, (B) consented in writing thereto (such consent not to be unreasonably withheld), (C)
received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and
UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (D) been reasonably satisfied that all other action
to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Lenders, in and to the Receivables to
be sold or contributed by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall
have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates
and other requested documents from public officials and all such other actions required pursuant to Section 7.3).


 


(j)           
Change in Credit and Collection Policy. No Originator will make, or direct the Servicer to make, any material change in
the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Lenders. Promptly following
any material change in the Credit and Collection Policy, each Originator will deliver a copy of the updated Credit and Collection Policy
to the Buyer, Administrative Agent and each Lender.


 


(k)          
Books and Records. Each Originator will maintain and implement (or cause the Servicer to maintain and implement) administrative
and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the
destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records,
computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables (including
records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool
Receivable).


 






    20 


     


    

 


(l)            Ownership
Interest, Etc. Each Originator shall (and shall cause the Servicer to), at its expense, take all action necessary to establish
and maintain a valid and enforceable ownership or security interest in the Pool Receivables, the Related Rights and Collections with
respect thereto, and a first priority perfected security interest in the Collateral, in each case free and clear of any Adverse
Claim, in favor of the Buyer (and the Administrative Agent (on behalf of the Secured Parties), as the Buyer’s assignee),
including taking such action to perfect, protect or more fully evidence the interest of the Buyer (and the Administrative Agent (on
behalf of the Secured Parties), as the Buyer’s assignee) as the Buyer, the Administrative Agent or any Secured Party may
reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, each Originator
shall, from time to time take such action, or execute and deliver such instruments as may be necessary (including, without
limitation, such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority
interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. Each Originator
shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent for the
Administrative Agent’s authorization and approval, all financing statements, amendments or continuations, or other filings
necessary to continue, maintain and perfect the Buyer’s and the Administrative Agent’s security interest as a
first-priority interest. The Administrative Agent’s approval of such filings shall authorize such Originator to file such
financing statements under the UCC without the signature of such Originator, any other Originator, the Buyer or the Administrative
Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, each Originator
shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the
name of a debtor or excludes collateral of any such financing statements filed in connection with the Transaction Documents, without
the prior written consent of the Administrative Agent.


 


(m)         
Further Assurances. Each Originator hereby authorizes and hereby agrees from time to time, at its own expense, promptly
to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary, or
that the Buyer, the Servicer, any Lender or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence
the purchases and contributions made hereunder or under the Receivables Financing Agreement and/or security interest granted pursuant
to the Receivables Financing Agreement or any other Transaction Document, or to enable the Buyer or the Administrative Agent (on behalf
of the Secured Parties) to exercise and enforce their respective rights and remedies hereunder, under the Receivables Financing Agreement
or under any other Transaction Document. Without limiting the foregoing, such Originator hereby authorizes, and will, upon the request
of the Buyer or the Administrative Agent, at such Originator’s own expense, execute (if necessary) and file such financing statements
or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that
the Buyer or Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.


 


(n)           Mergers,
Acquisitions, Sales, etc. Each Originator shall not (i), other than with respect to (x) a merger between Originators, or (y) a
merger where an Originator is the surviving legal entity, be a party to any merger, consolidation or other restructuring, except a
merger, consolidation or other restructuring where the Buyer, the Administrative Agent and each Lender have each (A) received
thirty (30) days’ prior written notice thereof, (B) consented in writing thereto (such consent not to be unreasonably
withheld, conditioned or delayed), (C) received executed copies of all documents, certificates and opinions (including, without
limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and
(D) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on
behalf of the Secured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably
requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the
filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such
other actions required pursuant to Section 7.3); or (ii) directly or indirectly sell, transfer, assign, convey or lease (A)
whether in one or a series of transactions, all or substantially all of its assets except a sale, transfer, assignment, conveyance
or lease where the Buyer, the Administrative Agent and each Lender have both (i) received thirty (30) days’ prior written
notice thereof and (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed) or
(B) any Receivables or any interest therein (other than pursuant to this Agreement).


 






    21 


     


    

 


(o)         
Frequency of Billing. Prepare and deliver (or cause to be prepared and delivered) invoices with respect to all Receivables
in accordance with the Credit and Collection Policies, but in any event no less frequently than as required under the Contract related
to such Receivable.


 


(p)          
Receivables Not to Be Evidenced by Promissory Notes or Chattel Paper. Such Originator shall not take any action to cause
or permit any Receivable created, acquired or originated by it to become evidenced by any “instrument” or “chattel paper”
(as defined in the applicable UCC) without the prior written consent of the Buyer and the Administrative Agent.


 


(q)          
Anti-Money Laundering/International Trade Law Compliance. Each Originator will not become a Sanctioned Person. No Covered
Entity, either in its own right or through any third party, will (a) have any of its assets in a Sanctioned Country or in the possession,
custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (b) do business in or with, or derive any of its income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; (c) engage
in any dealings or transactions prohibited by any Anti-Terrorism Law or (d) use the proceeds from the sale of the Receivables to fund
any operations in, finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation
of any Anti-Terrorism Law. Each Originator shall comply with all Anti-Terrorism Laws. Each Originator shall promptly notify the Administrative
Agent and each Lender in writing upon the occurrence of a Reportable Compliance Event.


 


(r)           
Legend. Each Originator (or the Servicer on its behalf) shall have indicated on the most recent, and shall have taken all
steps reasonably necessary to ensure that there shall be placed on each subsequent, data processing report that it generates which are
of the type that a proposed purchaser or lender would use to evaluate the Receivables, that the Receivables and Related Rights have been
sold in accordance with this Agreement and further pledged by Buyer pursuant to the Receivables Financing Agreement, and none of the Originators
or Servicer shall change or remove such notation without the consent of the Buyer and the Administrative Agent.


 


(s)          
Buyer’s Tax Status. Neither Evoqua nor any Originator shall take or cause any action to be taken that could result
in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation §
301.7701-3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within the meaning of Section
7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation
for U.S. federal income tax purposes, (iii) becoming subject to any Tax in any jurisdiction outside the United States or (iv) becoming
subject to any material amount of Taxes imposed by a state or local taxing authority.


 









    22 


     


    

 


(t)            Insurance. Such Originator will maintain in effect, at such Originator’s expense, such casualty and liability insurance
as such Originator deems appropriate in its good faith business judgment.


 


(u)          
Subordinated Loans, Etc. Such Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of,
or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of
any financing statement) or with respect to, any Intercompany Loan Agreement.


 


(v)          
Other Additional Information. Such Originator will provide to the Administrative Agent and the Lenders such information
and documentation as may reasonably be requested by the Administrative Agent or any Lender from time to time for purposes of compliance
by the Administrative Agent or such Lender with applicable laws (including without limitation the PATRIOT Act and other “know your
customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Administrative Agent
or such Lender to comply therewith.


 


(w)         
Change in Payment Instructions to Obligors. No Originator shall (and shall not permit the Servicer to) add, replace or terminate
any Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligors regarding payments to be made
to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or
any related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or change
and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection Accounts (or
any related Lock-Box) and, solely with respect to the replacement or termination of a Collection Account, the Administrative Agent shall
have consented to such change in writing, such consent not to be unreasonably withheld, conditioned or delayed.


 


(x)           
Ownership of Buyer. The Contributing Originator at all times shall own 100% of the Capital Stock of the Buyer free and clear
of Adverse Claims.


 


SECTION
6.2 Separateness Covenants. Each Originator hereby acknowledges that this Agreement and the other Transaction Documents
are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates.
Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons
that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division
of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent
with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:


 


(a)          
such Originator shall not be involved in the day to day management of the Buyer;


 


(b)           such
Originator shall maintain separate records and books of account from the Buyer and otherwise will observe corporate formalities and
have a separate area from the Buyer for its business (which may be located at the same address as the Buyer, and, to the extent that
it and the Buyer have offices in the same location, there shall be a fair and appropriate allocation of overhead costs between them,
and each shall bear its fair share of such expenses);


 






    23 


     


    

 


(c)           
the financial statements and books and records of such Originator shall be prepared after the date of creation of the Buyer to
reflect and shall reflect the separate existence of the Buyer; provided, that the Buyer’s assets and liabilities may be included
in a consolidated financial statement issued by an Affiliate of the Buyer; provided, however, that any such consolidated
financial statement or the notes thereto shall make clear that the Buyer’s assets are not available to satisfy the obligations of
such Affiliate;


 


(d)          
except as permitted by the Receivables Financing Agreement, (i) such Originator shall maintain its assets (including, without limitation,
deposit accounts) separately from the assets (including, without limitation, deposit accounts) of the Buyer and (ii) such Originator’s
assets, and records relating thereto, have not been, are not, and shall not be, commingled with those of the Buyer;


 


(e)           
such Originator shall not act as an agent for the Buyer (except in the capacity of Servicer or a Sub-Servicer);


 


(f)           
such Originator shall not conduct any of the business of the Buyer in its own name (except in the capacity of Servicer or a Sub-Servicer);


 


(g)          
such Originator shall not pay any liabilities of the Buyer out of its own funds or assets;


 


(h)          
such Originator shall maintain an arm’s-length relationship with the Buyer;


 


(i)           
such Originator shall not assume or guarantee or become obligated for the debts of the Buyer or hold out its credit as being available
to satisfy the obligations of the Buyer;


 


(j)           
such Originator shall not acquire obligations of the Buyer (other than the Intercompany Loan Agreements and the Subordinated Loans);


 


(k)          
such Originator shall allocate fairly and reasonably overhead or other expenses that are properly shared with the Buyer, including,
without limitation, shared office space;


 


(l)           
such Originator shall identify and hold itself out as a separate and distinct entity from the Buyer;


 


(m)         
such Originator shall correct any known misunderstanding respecting its separate identity from the Buyer;


 


(n)          
such Originator shall not enter into, or be a party to, any transaction with the Buyer, except in the ordinary course of its business
and on terms which are intrinsically fair and not less favorable to it than would be obtained in a comparable arm’s-length transaction
with an unrelated third party;


 









    24 


     


    

 


(o)          
 such Originator shall not pay the salaries of the Buyer’s employees, if any; and


 


(p)          
to the extent not already covered in paragraphs (a) through (o) above, such Originator shall comply and/or act in
accordance with all of the other separateness covenants set forth in Section 7.03 of the Receivables Financing Agreement.


 


ARTICLE
VII

ADDITIONAL RIGHTS AND OBLIGATIONS

IN RESPECT OF RECEIVABLES


 


SECTION
7.1 Rights of the Buyer. Each Originator hereby authorizes the Buyer, the Servicer or their respective designees or assignees
under this Agreement or the Receivables Financing Agreement (including, without limitation, the Administrative Agent) to take any and
all steps in such Originator’s name necessary or desirable, in their respective determination, to collect all amounts due under
any and all Receivables sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without limitation,
endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Receivables and the
provisions of the related Contracts that concern payment and/or enforcement of rights to payment; provided, however, that
the Administrative Agent shall not take any of the foregoing actions unless a Sale and Contribution Termination Event or an Event of Default
has occurred and is continuing.


 


SECTION
7.2 Responsibilities of the Originators. Notwithstanding anything herein to the contrary:


 


(a)          
Each Originator shall perform its obligations hereunder, and the exercise by the Buyer or its designee of its rights hereunder
shall not relieve such Originator from such obligations.


 


(b)          
None of the Buyer, the Servicer, the Lenders or the Administrative Agent shall have any obligation or liability to any Obligor
or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall the Buyer,
the Servicer, the Lenders or the Administrative Agent be obligated to perform any of the obligations of such Originator thereunder.


 


(c)          
Each Originator hereby grants to the Administrative Agent an irrevocable power-of-attorney, with full power of substitution, coupled
with an interest, during the occurrence and continuation of an Event of Default to take in the name of such Originator all steps necessary
or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Originator
or transmitted or received by the Buyer (whether or not from such Originator) in connection with any Receivable sold, contributed or otherwise
conveyed or purported to be conveyed by it hereunder or Related Right.


 


SECTION
7.3 Further Actions. If any Originator fails to perform any of its agreements or obligations under this Agreement, the
Buyer or its designee or assignee (including, without limitation, the Administrative Agent) may (but shall not be required to)
itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Buyer or its designee or assignee
(including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by such Originator.


 






    25 


     


    

 


SECTION
7.4 Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall,
except as otherwise specified by such Obligor, required by Applicable Law and unless otherwise instructed by the Servicer (with the prior
written consent of the Administrative Agent) or the Administrative Agent, be applied as a Collection of any Receivable or Receivables
of such Obligor to the extent of any amounts then due and payable thereunder (such application to be made starting with the oldest outstanding
Receivable or Receivables) before being applied to any other indebtedness of such Obligor.


 


SECTION
7.5 Performance of Obligations. Each Originator shall (i) perform all of its obligations under the Contracts related to
the Receivables generated by such Originator to the same extent as if interests in such Receivables had not been transferred hereunder,
and the exercise by the Buyer or the Administrative Agent of its rights hereunder shall not relieve any Originator from any such obligations
and (ii) pay (or cause to be paid) when due any Taxes that are required to be paid by it, (including, without limitation, any sales Taxes)
payable in connection with the Receivables generated by such Originator and their creation and satisfaction.


 


ARTICLE
VIII

SALE AND CONTRIBUTION TERMINATION EVENTS


 


SECTION
8.1 Sale and Contribution Termination Events. Each of the following events or occurrences described in this Section 8.1
shall constitute a “Sale and Contribution Termination Event” (each event which with notice or the passage of time or
both would become a Sale and Contribution Termination Event being referred to herein as an “Unmatured Sale and Contribution Termination
Event”):


 


(a)          
the Termination Date shall have occurred;


 


(b)          
any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction
Document to which it is a party and such failure shall remain unremedied for three (3) Business Days;


 


(c)           any
representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this
Agreement, any other Transaction Documents to which it is a party, or any other information or report delivered by an Originator
pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect when made or deemed made or
delivered and, if capable of being cured, is not cured within five (5) Business Days after notice or knowledge thereof; provided,
that such circumstance shall not constitute a Sale and Contribution Termination Event if such representation or warranty, or such
information or report, is part of a Monthly Information Package, is corrected within two (2) Business Days after such Originator has
knowledge or receives notice thereof; provided, further that no breach of a representation or warranty set forth in Sections
5.5, 5.12, 5.13, 5.20, 5.22, 5.25 or 5.26 shall constitute a Sale and Contribution
Termination Event pursuant to this clause (c) if credit has been given for a reduction of the Purchase Price, the outstanding
principal balance of the applicable Intercompany Loan Agreement has been reduced or the applicable Originator has made a cash
payment to the Buyer, in any case, as required pursuant to Section 3.3(c) with respect to such breach;


 






    26 


     


    

 


(d)          
any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other
Transaction Document to which it is a party on its part to be performed or observed and such failure shall continue unremedied for fifteen
(15) days after the such Originator has knowledge or receives written notice thereof; or


 


(e)          
any Insolvency Proceeding shall be instituted against any Originator and such proceeding shall remain undismissed or unstayed for
a period of sixty (60) consecutive days or any of the actions sought in such proceeding (including the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall
occur.


 


SECTION
8.2 Remedies.


 


(a)          
Optional Termination. Upon the occurrence and during the continuation of a Sale and Contribution Termination Event, the
Buyer (and not the Servicer), with the prior written consent of the Administrative Agent shall have the option, by notice to the Originators
(with a copy to the Administrative Agent and the Lenders), to declare the Purchase Facility terminated.


 


(b)          
Remedies Cumulative. Upon any termination of the Purchase Facility pursuant to clause (a) above, the Buyer (and the
Administrative Agent as Buyer’s assignee) shall have, in addition to all other rights and remedies under this Agreement, all other
rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative.


 


ARTICLE
IX

INDEMNIFICATION


 


SECTION
9.1 Indemnities by the Originators. Without limiting any other rights that the Buyer may have hereunder or under Applicable
Law, each Originator and Evoqua, jointly and severally, hereby agrees to indemnify the Buyer, each of its officers, directors, employees,
agents, employees and respective assigns, the Administrative Agent and each Lender (each of the foregoing Persons being individually called
a “Sale and Contribution Indemnified Party”), forthwith on demand, from and against any and all damages, claims, losses,
judgments, liabilities, penalties and related costs and expenses (including Attorney Costs) (all of the foregoing being collectively called
 “Sale and Contribution Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to
or in connection with:


 


(a)          
the breach of any representation or warranty made or deemed made by such Originator (or any employee, officer or agent of such
Originator) under or in connection with this Agreement or any of the other Transaction Documents, or any information or report delivered
by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered;


 






    27 


     


    

 





(b)          
 the failure by such Originator to transfer good and marketable title in and to any Pool Receivable or Related Right to the Buyer,
free and clear of any Adverse Claims, and that is freely assignable, pursuant to this Agreement;


 


(c)          
the failure by such Originator to comply with the terms of any Transaction Document or with any Applicable Law with respect to
any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable
Law;


 


(d)          
the lack of an enforceable ownership interest, or a first priority perfected lien, in the Pool Receivables (and all Related Security)
originated by such Originator against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear
of any Adverse Claim;


 


(e)          
the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements
or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool
Receivable or the Related Rights;


 


(f)           
any suit or claim related to the Pool Receivables originated by such Originator (including any products liability or environmental
liability claim arising out of or in connection with the property, products or services that are the subject of any Pool Receivable originated
by such Originator);


 


(g)          
any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable in the
Receivables Pool (including a defense based on such Receivable’s or the related Contract’s not being a legal, valid and binding
obligation of such Obligor enforceable against it in accordance with its terms) or any other claim resulting from the sale of the property,
products or services giving rise to such Receivable or the furnishing or failure to furnish such property, products or services;


 


(h)          
any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each
other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to
each Pool Receivable;


 


(i)           
the commingling by such Originator of Collections of Pool Receivables at any time with other funds;


 


(j)           
the failure to provide, or delay in providing, any Obligor with an invoice or other evidence of indebtedness;


 


(k)          
any investigation, litigation or proceeding (actual or threatened) related to such Originator’s performance under this Agreement
or any other Transaction Document or in respect of any Pool Receivable originated by such Originator or any Related Rights with respect
thereto;


 






    28 


     


    

 





(l)           
 any claim brought by any Person other than a Sale and Contribution Indemnified Party arising from any activity by such Originator
or any Affiliate of such Originator (other than the Servicer) in servicing, administering or collecting any Pool Receivable;


 


(m)         
the failure by such Originator to pay when due any Taxes, including, without limitation, sales, excise or personal property Taxes;


 


(n)          
any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any
Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid
and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale
of goods or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services
or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;


 


(o)          
the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;


 


(p)          
any Tax or governmental fee or charge, all interest and penalties thereon or with respect thereto, and all out-of-pocket costs
and expenses, including without limitation Attorney Costs in defending against the same, which are required to be paid by reason of the
purchase or ownership of the Receivables generated by such Originator or any Related Rights connected with any such Receivables (including
as a result of any breach of the representations of Section 6.01(v) of the Receivables Financing Agreement or the covenants of Section
7.01(y) of the Receivables Financing Agreement);


 


(q)          
any liability under Section 4.03 of the Receivables Financing Agreement; or


 


(r)           
any Receivable sold, transferred, contributed or assigned hereunder by such Originator as an Eligible Receivable on the date of
sale, transfer, contribution or assignment of such Receivable but which is not an Eligible Receivable at such time.


 


provided that such indemnity shall not
be available to any Sale and Contribution Indemnified Party to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of a Sale and Contribution Indemnified Party or (y) constitute recourse with respect to a Pool Receivable by reason
of the bankruptcy, insolvency, lack of creditworthiness or other financial inability to pay, of the related Obligor.


 


Notwithstanding anything to the contrary in this
Agreement, solely for purposes of such Originator’s indemnification obligations in this Article IX, any representation,
warranty or covenant qualified by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall
be deemed to be not so qualified.


 


If for any reason the foregoing
indemnification is unavailable to any Sale and Contribution Indemnified Party or insufficient to hold it harmless, then the
Originators, jointly and severally, shall contribute to the amount paid or payable by such Sale and Contribution Indemnified Party
as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests
of such Originator and its Affiliates, on the one hand, and such Sale and Contribution Indemnified Party, on the other hand, in the
matters contemplated by this Agreement as well as the relative fault of such Originator and its Affiliates and such Sale and
Contribution Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable
considerations. The reimbursement, indemnity and contribution obligations of such Originator under this Section 9.1 shall be
in addition to any liability which such Originator may otherwise have, shall extend upon the same terms and conditions to the Sale
and Contribution Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of such Originator and the Sale and Contribution Indemnified Parties. Any indemnification or contribution
under this Section 9.1 shall survive the termination of this Agreement.


 






    29 


     


    

 


ARTICLE
X

MISCELLANEOUS


 


SECTION
10.1 Amendments, etc.


 


(a)          
The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver
is in writing and executed by the Buyer, the Servicer and each Originator, with the prior written consent of the Administrative Agent
and the Majority Lenders.


 


(b)          
No failure or delay on the part of the Buyer, the Servicer, any Originator, the Administrative Agent or any third-party beneficiary
in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power
or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Buyer,
the Servicer or any Originator in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval
by the Buyer, the Administrative Agent or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or
approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder.


 


(c)          
The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect
to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof,
superseding all prior oral or written understandings.


 


SECTION
10.2 Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in
writing (including facsimile or electronic mail communication) and shall be delivered or sent by facsimile, electronic mail, or by
overnight mail, to the intended party at the mailing or electronic mail address or facsimile number of such party set forth under
its name on Schedule IV hereof or at such other address or facsimile number as shall be designated by such party in a written
notice to the other parties hereto or in the case of the Administrative Agent or any Lender, at their respective address for notices
pursuant to the Receivables Financing Agreement. All such notices and communications shall be effective (i) if delivered by
overnight mail, when received, and (ii) if transmitted by facsimile or electronic mail, when sent, receipt confirmed by telephone or
electronic means.


 






    30 


     


    

 


SECTION
10.3 No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law. Without limiting the foregoing, Evoqua and each Originator hereby authorizes the Buyer, the Administrative Agent and each Lender
(collectively, the “Set-off Parties”), at any time and from time to time, to the fullest extent permitted by law, to
set off, against any obligations of Evoqua or such Originator to such Set-off Party arising in connection with the Transaction Documents
(including, without limitation, amounts payable pursuant to Section 9.1) that are then due and payable or that are not then due
and payable but have accrued, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and
any and all indebtedness at any time owing by, any Set-off Party to or for the credit or the account of Evoqua or such Originator.


 


SECTION
10.4 Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Buyer and each
Originator and their respective successors and permitted assigns. No Originator nor the Servicer may assign any of its rights hereunder
or any interest herein without the prior written consent of the Buyer, the Administrative Agent and each Lender, except as otherwise herein
specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect
to any breach of any representation and warranty made by any Originator pursuant to Article V and the indemnification and
payment provisions of Article IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement.


 


SECTION
10.5 Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF), EXCEPT TO THE EXTENT THAT THE PERFECTION OF A SECURITY
INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
OF NEW YORK.


 


SECTION
10.6 Costs, Expenses and Taxes. In addition to the obligations of the Originators under Article IX, each Originator,
severally and for itself alone, and Evoqua, jointly and severally with each Originator, agrees to pay on demand:


 


(a)           to
the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder
all reasonable and documented out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery
and administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from
time to time hereto), including, without limitation, (i) the reasonable and documented Attorney Costs for the Buyer (and any
successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder with respect thereto
and with respect to advising any such Person as to their rights and remedies under this Agreement and the other Transaction
Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the
Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder
incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and
remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction
Document;


 






    31 


     


    

 


(b)          
to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder
all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented Attorney Costs), of any such Person
incurred in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the
other Transaction Documents; and


 


(c)          
all Other Taxes payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction
Documents to be delivered hereunder, and agrees to indemnify each Sale and Contribution Indemnified Party against any liabilities with
respect to or resulting from any delay in paying or omitting to pay such Taxes.


 


SECTION
10.7 SUBMISSION TO JURISDICTION. (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW
YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED
IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT THEY MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN
SUCH COURT. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN
OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(b)          
EACH PARTY HERETO CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SCHEDULE IV. NOTHING IN THIS SECTION 10.7 SHALL AFFECT THE RIGHT OF THE PARTIES
HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


SECTION
10.8 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY
JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.


 






    32 


     


    

 


SECTION
10.9 Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the
table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision
of this Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit are to such Article, Section,
Schedule or Exhibit of this Agreement, as the case may be. The Schedules and Exhibits hereto are hereby incorporated by reference into
and made a part of this Agreement.


 


SECTION
10.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed
counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.


 


SECTION
10.11 Acknowledgment and Agreement. By execution below, each Originator expressly acknowledges and agrees that all of the
Buyer’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be collaterally assigned
by the Buyer to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Receivables Financing Agreement, and
each Originator consents to such collateral assignment. Each of the parties hereto acknowledges and agrees that the Lenders and the Administrative
Agent are third-party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which any
Originator is a party, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, during the
occurrence and continuation of an Event of Default under the Receivables Financing Agreement, the Administrative Agent, and not the Buyer,
shall have the sole right to exercise all such rights and related remedies.


 


SECTION
10.12 No Proceeding. Each Originator hereby agrees that it will not institute, or join any other Person in instituting,
against the Buyer any Insolvency Proceeding for at least one year and one day following the Final Payout Date. Each Originator further
agrees that notwithstanding any provisions contained in this Agreement to the contrary, the Buyer shall not, and shall not be obligated
to, pay any amount to such Originator in respect of any Subordinated Loan, any Intercompany Loan Agreement or otherwise pursuant to this
Agreement unless the Buyer has received funds which may, subject to Section 3.01 of the Receivables Financing Agreement, be used
to make such payment. Any amount which the Buyer does not pay pursuant to the operation of the preceding sentence shall not constitute
a claim (as defined in §101 of the Bankruptcy Code) against, or corporate obligation of, the Buyer by such Originator for any such
insufficiency unless and until the provisions of the foregoing sentence are satisfied. The agreements in this Section 10.12 shall
survive any termination of this Agreement.


 


SECTION
10.13 Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by
the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document
or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision
of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because
of such party’s involvement in the drafting thereof.


 






    33 


     


    

 


SECTION
10.14 Joint and Several Liability. Each of the representations, warranties, covenants, obligations, indemnities and other
undertakings of any Originator hereunder shall be made jointly and severally, and are joint and several liabilities of each of the Originators
hereunder.


 


SECTION
10.15 Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “execute”,
 “signed,” “signature,” and words of like import in or related to this Agreement and any document to be signed
in connection with this Agreement and the transactions contemplated hereby (including without limitation Joinder Agreements, amendments
or other waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract
formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


SECTION
10.16 Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


 


[Signature Pages Follow]


 






    34 


     


    

 


IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.


 


	 	EVOQUA FINANCE LLC, as Buyer
	 	 
	 	By:	/s/ Ariel Kuperminc
	 	Name: 	Ariel Kuperminc
	 	Title:	Assistant Treasurer
	 	 
	 	EVOQUA WATER TECHNOLOGIES
    LLC, as Servicer and an Originator
	 	 
	 	By:	/s/ Ariel Kuperminc
	 	Name:	 Ariel Kuperminc
	 	Title:	Assistant Treasurer
	 	 
	 	By:	/s/ Benedict J. Stas
	 	Name:	Benedict J. Stas
	 	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	 	 
	 	NEPTUNE BENSON, INC., as an Originator
	 	 
	 	By:	/s/ Ariel Kuperminc
	 	Name:	Ariel Kuperminc
	 	Title:	Assistant Treasurer




 


Sale and Contribution
Agreement