ex108-zebraxenglish53f






                                                            Exhibit 10.8                                                                      29 April 2020                                                                      ZEBRA TECHNOLOGIES EUROPE LIMITED                      as the English Seller                             and           ZEBRA TECHNOLOGIES CORPORATION                     as Centralising Agent                              and  CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK              as Programme Manager and Arranger                             and          CREDIT AGRICOLE LEASING & FACTORING                     as Programme Agent                             and                 ESTER FINANCE TITRISATION                        as Purchaser                                                                          ENGLISH RECEIVABLES PURCHASE                        AGREEMENT                                                                                                                                                                                                                                                                    Herbert Smith Freehills LLP                                                                                                                                                1 





 






                                 TABLE OF CONTENTS    Clause     Headings                                                               Page  1.         DEFINITIONS ................................................................................................................. 3  2.         COMMON TERMS ......................................................................................................... 5  3.         OFFER AND ACCEPTANCE ......................................................................................... 5  4.         LIABILITY ....................................................................................................................... 7  5.         TIME OF SALE ............................................................................................................... 7  6.         CONDITIONS PRECEDENT .......................................................................................... 7  7.         PURCHASE PRICE........................................................................................................ 7  8.         TRUST OF MONIES ...................................................................................................... 7  9.         NOTIFICATION OF ASSIGNED DEBTORS .................................................................. 8  10.        REPURCHASE OF ENGLISH RECEIVABLES ............................................................. 8  11.        SPECIFIC COVENANTS AND REPRESENTATIONS AND WARRANTIES .............. 10  12.        ROLE OF THE CENTRALISING AGENT .................................................................... 11  13.        COUNTERPARTS ........................................................................................................ 11  14.        RIGHTS OF THIRD PARTIES ..................................................................................... 11  15.        GOVERNING LAW ....................................................................................................... 11  16.        ENFORCEMENT .......................................................................................................... 11  17.        EXECUTION ................................................................................................................. 11  SCHEDULE 1 JURISDICTION SPECIFIC ELIGIBILITY CRITERIA ...... ERROR! BOOKMARK NOT             DEFINED.  SCHEDULE 2 FORM OF ASSIGNMENT ............................. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 3 FORM OF NOTIFICATION LETTER ............ ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 4 FORM OF REPURCHASE NOTICE ............. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 5 JURISDICTION SPECIFIC REPRESENTATIONS AND WARRANTIES ....... ERROR!             BOOKMARK NOT DEFINED.  SCHEDULE 6 JURISDICTION SPECIFIC COVENANTS .... ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 7 FORM OF THE ENGLISH SELLER POWER OF ATTORNEY ERROR! BOOKMARK             NOT DEFINED.  SCHEDULE 8 FORM OF OFFICER'S SOLVENCY CERTIFICATE ....... ERROR! BOOKMARK NOT             DEFINED.                                                                                           2 





 






                                                                                          THIS  ENGLISH  RECEIVABLES  PURCHASE  AGREEMENT         (the  "Agreement") is  made  and  delivered as a deed on 29 April 2020   BETWEEN:  (1)    ZEBRA TECHNOLOGIES EUROPE LIMITED, a private limited company incorporated in         England and Wales with company number 02881068 and having its registered office address         at Dukes Meadow, Millboard Road, Bourne End, Buckinghamshire, SL8 5XF (the "English         Seller");   (2)    ZEBRA TECHNOLOGIES CORPORATION, a Delaware (United States) corporation, having         its principal place of business at 3 Overlook Point, Lincolnshire, Illinois 60044, United States         of America (the "Centralising Agent");   (3)    CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, a French société anonyme,         duly licensed as a credit institution in France by the Autorité de Contrôle Prudentiel et de         Résolution,  whose  registered  office  is  at  12  place  des  Etats-Unis,  CS  70052,  92547         Montrouge Cedex, France, registered with the Registre du Commerce et des Sociétés of         Nanterre under number 304 187 701 ("CA-CIB") as Programme Manager (in such capacity,         the "Programme Manager") and arranger (in such capacity, the "Arranger");    (4)    CREDIT  AGRICOLE  LEASING  &  FACTORING,  a  French  société  anonyme,  whose         registered office is at 12 place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France,         registered with the Registre du Commerce et des Sociétés of Nanterre under number 692         029 457 (the "Programme Agent"); and   (5)    ESTER  FINANCE  TITRISATION,  a  French société  anonyme  à  directoire  et  conseil  de         surveillance, licensed as a credit institution in France by the Autorité de Contrôle Prudentiel         et de Résolution whose registered office is at 12 place des Etats Unis, CS 70052 - 92547         Montrouge Cedex France,  registered with the Registre du Commerce et des Sociétés of         Nanterre under number 414 886 226 (the "Purchaser"),          each a "Party" and together the "Parties".   WHEREAS:  (A)    The  English  Seller  and  the  Purchaser  have  agreed  to  set  up  a  trade  receivables  sale         programme pursuant to which the English Seller will sell and assign, on an on-going basis,         receivables  that  the  English  Seller  originates  in  the  course  of  its  business  (the         "Programme").   (B)    Pursuant to the Programme, the English Seller intends to sell and assign the English         Receivables to the Purchaser and the Purchaser intends to purchase such English         Receivables, in each case under this Agreement.  (C)    In accordance with Clause 2 below, each of the Parties agrees that, in relation to the         English Seller, the general terms and conditions of the Programme shall be governed, inter         alia, by the Master Framework Agreement (as defined below), as supplemented, modified         or amended by this Agreement.   THE PARTIES HEREBY AGREE AS FOLLOWS:   1.     DEFINITIONS   1.1    Master Framework Agreement         Unless otherwise defined in this Agreement capitalised terms used in this Agreement shall         have the meanings and constructions ascribed to them and words and expressions shall be         construed in accordance with the principles of interpretation set out in clause 1 (Definitions)         of the agreement entitled "Master Framework Agreement" and entered into on the date of                                                                                         3 





 






       this Agreement between, among others, the English Seller and the Purchaser (the "Master         Framework Agreement").   1.2    Additional Definitions         In this Agreement:         "Affected Purchase Price" means an amount equal to the outstanding balance of the         relevant English Receivable on the relevant Repurchase Date plus any reasonable and         duly demonstrated (or estimated, as applicable) costs, fees, expenses and Taxes of the         Purchaser that have been or will be incurred as a result of or in connection with any Breach         or such repurchase, less the Collections received by the Purchaser with respect to such         relevant English Receivable on or prior to the Repurchase Date in respect of such English         Receivable, provided that such amount will not exceed the Purchase Price of the relevant         English Receivable;         "Ancillary Rights" means any and all Related Rights and/or Related Security and any         other accessory or ancillary rights and security interests attached to each English         Receivable;         "English Affected Receivable" means an English Receivable which is an Affected         Receivable;         "English Assigned Receivable" means an English Receivable which is an Assigned         Receivable;         "English Receivable" means an Eligible Receivable (and its Ancillary Rights) which is         offered for sale by the English Seller in accordance with and pursuant to this Agreement;         "English Excess Receivables" means an English Receivable which is an Excess         Receivable;         "English Existing Receivable" means an English Receivable which is an Existing         Receivable;           "English Existing New Receivable" means an English Receivable which is an Existing         New Receivable;         "English Future Receivable" means an English Receivable which is a Future Receivable;         "English Retransferred Receivable" means an English Receivable which is a         Retransferred Receivable;         "Form of Assignment" means the form of assignment to be delivered by the Centralising         Agent (on behalf of the English Seller) to the Programme Agent (on behalf of the         Purchaser) in substantially the form set out in Error! Reference source not found. (Error!         Reference source not found.);         "Notification Letter" means, with respect to the English Seller, a notification letter to be         addressed to the relevant Debtor in substantially the form set out in Error! Reference         source not found. (Error! Reference source not found.);          "Optional Repurchase Price" has the meaning given to it in Clause 10.4 (Optional         Repurchase);         "Optional Repurchase Date" has the meaning given to it in Clause 10.4 (Optional         Repurchase);         "Purchase Date":          (a)    in respect of an English Existing Receivable or an English Existing New                Receivable, has the meaning given to it in the Master Framework Agreement;          (b)    in respect of an English Future Receivable, means the date on which the invoice                for the relevant English Future Receivable is issued; and          (c)    in respect of an English Receivable that qualifies as an English Existing Receivable                and English Existing New Receivable and which has not been assigned to the                Purchaser as an English Future Receivable on a preceding Monthly Reporting                                                                                         4 





 






              Date as a consequence of the Purchaser refusing an Offer in accordance with                Clause 6.2 of the Master Framework Agreement, has the meaning given to it in the                Master Framework Agreement.         "Repurchase Date" means each date on which English Affected Receivables or English         Retransferred Receivables are retransferred in accordance with clause 10.3 (Affected         Receivables), and each Optional Repurchase Date;         "Repurchase Notice" means the form of Repurchase Notice to be delivered by the         English Seller (or the Programme Agent on its behalf) to the Purchaser in substantially the         form set out in Error! Reference source not found. (Error! Reference source not         found.).         "Seller Power of Attorney" means the power of attorney granted by the          English Seller in favour of the Purchaser on the Signing Date substantially in the form set         out in schedule 7 (Form of the English Seller Power of Attorney) of this Agreement; and         "Signing Date" means the date of this Agreement.   1.3    Construction         "clause" or "schedule" shall, subject to any contrary indication, be construed as a reference         to a clause hereof or schedule hereto.         Any reference to an "Eligible Receivable" or "Seller" in the Master Framework Agreement as         incorporated into this Agreement shall read and be construed as a reference to an "English         Receivable" or "English Seller", as applicable.   2.     COMMON TERMS   2.1    Principles         In accordance with clause 3 (Common Terms) of the Master Framework Agreement: (i) this         Agreement  shall  be  subject  to  the  Common  Terms;  and  (ii)  except  as  provided  below,         clauses 6 to 9 of the Master Framework Agreement shall be incorporated by reference to         this Agreement and shall be binding on the Parties as if such terms were expressly set out         in this Agreement.   2.2    Conflict with Common Terms of the Master Framework Agreement         In accordance with clause 3.3 (Conflict) of the Master Framework Agreement, to the extent         that provisions of the Common Terms or the Master Framework Agreement conflict with the         provisions of this Agreement, the provisions of this Agreement shall prevail.   3.     OFFER AND ACCEPTANCE   3.1    Offer         3.1.1   Subject to and in accordance with the conditions set out herein and in the Master                 Framework Agreement, during the Revolving Period, the Centralising Agent                 (acting on behalf of the English Seller) shall offer to sell English Receivables (and                 their Ancillary Rights) originated by the English Seller, and the Purchaser may                 accept or refuse any such offer of English Receivables (and their Ancillary Rights)                 and agree to purchase such English Receivables (and their Ancillary Rights), in                 accordance with the provisions of this clause 3 (Offer and Acceptance).         3.1.2   Without prejudice to and subject to the provisions of this Agreement, each Offer                 made by the Centralising Agent (acting on behalf of the English Seller) to the                 Purchaser in relation to English Receivables (and their Ancillary Rights) shall be                 made as set out in clause 6.1 (Offer of Receivables) of the Master Framework                 Agreement.         3.1.3   Subject to and in accordance with the conditions set out herein and in the Master                 Framework Agreement, the relevant duly completed Aggregate Electronic File                 and, if applicable, the duly completed Form of Assignment shall be signed on                                                                                         5 





 






               behalf of the English Seller and delivered to the Purchaser and the Programme                 Agent (acting on behalf of the Purchaser):                 (A)    on the Initial Monthly Reporting Date, in respect of an Offer to the                        Purchaser, made on the applicable Initial Purchase Date, of the relevant                        English Existing Receivables, English Existing New Receivables and                        English Future Receivables;                 (B)    on each Monthly Reporting Date following the Initial Monthly Reporting                        Date, in respect of an Offer to the Purchaser, made on the applicable                        Purchase Date, of all English Existing Receivables (if any), all English                        Existing New Receivables (if any) and all English Future Receivables;                 (C)    on any Monthly Reporting Date following the Initial Monthly Reporting                        Date, in respect of an Offer to the Purchaser, made on the applicable                        Purchase Date, of all English Existing Receivables and English Existing                        New Receivables relating to new Eligible Debtors added to the Perimeter                        on the immediately preceding Perimeter Date; and                  (D)    on any Monthly Reporting Date following the Initial Reporting Date, in                        respect of an Offer to the Purchaser, made on the applicable Purchase                        Date, of those English Existing Receivables which have previously been                        reassigned to or repurchased by the English Seller as English Excess                        Receivables and which are offered again to the Purchaser, as such                        English Existing Receivables are identified and individualised in the                        relevant Aggregate Electronic File.          3.1.4   On any Monthly Calculation Date following the Initial Calculation Date, in                 accordance with the Master Framework Agreement and subject to clause 8.2.3                 (Selection rules) of the Master Framework Agreement, in respect of English                 Excess Receivables which are to be reassigned to the English Seller, the                 Programme Agent shall deliver to the Centralising Agent, the Returned Electronic                 File.         3.1.5   Each Offer constitutes an irrevocable offer by the English Seller to sell to the                 Purchaser, pursuant to and in accordance with this Agreement and the Master                 Framework Agreement, during the Revolving Period, all of its rights, title, interest                 and benefits, present and future, actual and conditional, in and to each of the                 English Receivables (and their Ancillary Rights) referred to in the relevant Form                 of Assignment and the related Aggregate Electronic File (including, for the                 avoidance of doubt, English Existing New Receivables and English Future                 Receivables against Debtors which are not individually listed in the related                 Aggregate Electronic File but which relate to Debtors which were Included                 Debtors as at the immediately preceding Monthly Cut-off Date, as set out in the                 related Aggregate Electronic File).    3.2    Acceptance         3.2.1   Subject to satisfaction of the conditions precedent set out in clause 6.1                 (Conditions Precedent) of this Agreement and without prejudice to the other                 terms of this Agreement and the Master Framework Agreement, the Purchaser                 may accept or refuse the relevant Offer. An acceptance of the relevant Offer by                 the Purchaser shall be evidenced by dating the relevant Form of Assignment (the                 "Acceptance") on the relevant date on which, in accordance with clause 3.1                 (Offer), the duly completed Form of Assignment signed on behalf of the English                 Seller is sent by the Centralising Agent (acting on behalf of the English Seller) to                 the Purchaser.         3.2.2   The Parties acknowledge that under no circumstances shall the acceptance of an                 Offer by the Purchaser constitute an agreement by the Purchaser to purchase, or                 by the English Seller to sell and transfer, any English Receivables not listed or                                                                                         6 





 






               referred to in the relevant Aggregate Electronic File in accordance with clause                 3.1.5.         3.2.3   For the avoidance of doubt, during the Revolving Period, on each Purchase Date                 the English Seller shall sell to the Purchaser, and the Purchaser shall purchase                 from the English Seller, the English Receivables owned by the English Seller in                 respect of each Eligible Debtor identified in the most recent Perimeter and which                 the Purchaser has accepted to purchase in accordance with this Clause 3.2                 (Acceptance).    4.     LIABILITY  4.1    The Parties acknowledge and agree that the purchase of the English Receivables by the         Purchaser is a sale without recourse and as a consequence the Purchaser shall not have         any right of recourse against the English Seller in connection with any failure by a Debtor to         pay under any English Receivable, subject to the representations, warranties, conditions,         covenants and other terms and conditions set out in this Agreement and the other         Transaction Documents.   4.2    The sale, transfer and assignment by the English Seller to the Purchaser of each English         Receivable and its Ancillary Rights pursuant to the terms of this Agreement shall not         include the transfer of any obligation of the English Seller under the relevant Contract or         otherwise in respect of each English Receivable and its Ancillary Rights, including, without         limitation, any obligation to pay money to any Debtor which obligations shall at all times,         and notwithstanding the sale of any English Receivable and its Ancillary Rights, remain         with the English Seller.    5.     TIME OF SALE         The assignment in respect of each English Existing Receivable, each English Existing New         Receivable and each English Future Receivable hereunder shall take effect, upon         Acceptance by the Purchaser, on and from the relevant Purchase Date irrespective of         when the Purchase Price for such English Receivable is paid.   6.     CONDITIONS PRECEDENT   6.1    The acceptance by the Purchaser of an Offer shall be subject to and conditional upon:           6.1.1   the conditions precedent set out in clause 6.3 (Conditions Precedent) to the                 Master Framework Agreement having been satisfied or waived on or before the                 Signing Date, the Initial Purchase Date or the relevant Purchase Date (as                 applicable) in accordance with the Master Framework Agreement; and           6.1.2   the English Seller having delivered to the Purchaser a duly executed original of                 the Seller Power of Attorney on or before the Initial Purchase Date.   6.2    Such conditions precedent are for the sole benefit of the Purchaser, who has the right to         waive them.   7.     PURCHASE PRICE         The  Purchase  Price  for  the  English  Receivables  shall  be  calculated  and,  subject  to         acceptance  of  each  Offer  in  accordance  with  clause  3  (Offer  and  Acceptance),  paid  in         accordance  with  clause  7.1  (Purchase  Price)  and  schedule  2  of  the  Master  Framework         Agreement.   8.     TRUST OF MONIES         In respect of any English Assigned Receivable, if at any time on or after the relevant         Monthly Cut-Off Date in respect of such English Assigned Receivable, but prior to any         repurchase of the relevant English Assigned Receivable and its Ancillary Rights in         accordance with this Agreement, the English Seller holds, or there is held to its order, or it                                                                                         7 





 






       receives, or there is received to its order any property, monies, interests rights or benefits         and/or the proceeds thereof hereby agreed to be sold, assigned or transferred to the         Purchaser in accordance with this Agreement, the English Seller undertakes to the         Purchaser that:         8.1.1   it will remit, assign, re-assign or transfer the same to the Purchaser, subject if                 applicable to the terms of the Master Framework Agreement; and         8.1.2   until it does so or to the extent that the English Seller is unable to effect such                 remittance, assignment, re-assignment or transfer, the English Seller undertakes                 to hold such property, monies interests, rights or benefits and the proceeds                 thereof upon trust for the Purchaser as the beneficial owner thereof or as the                 Purchaser may direct, provided that the English Seller shall not be obliged to                 pool, ring-fence or segregate such funds in any way.   9.     NOTIFICATION OF ASSIGNED DEBTORS         A Notification Letter may only be delivered to the Assigned Debtors in accordance with and         pursuant to the conditions set out under clause 10.5 (Notification of Debtors and         termination of the Servicing Mandate) of the Master Framework Agreement.   10.    REPURCHASE OF ENGLISH RECEIVABLES   10.1   Clause 8 of the Master Framework Agreement         10.1.1  The provisions of Clause 8 (Reassignment) of the Master Framework Agreement                 shall apply to the English Assigned Receivables provided that the parts of such                 provisions which provide for:                 (A)    a rescission of an assignment or transfer of an English Assigned                        Receivable; or                 (B)    an automatic retransfer or reassignment of an English Assigned                        Receivable,                 shall be disregarded and instead of a rescission and automatic retransfer or                 reassignment under those provisions, a retransfer or reassignment by the                 Purchaser of the relevant English Assigned Receivable shall be carried out in                 accordance with this clause 10.   10.2   Returned Electronic File         The Programme Agent shall, on each Monthly Calculation Date, send to the Purchaser,         Centralising Agent and the Programme Manager the Returned Electronic File (prepared on         the basis of the information set out in the Servicer Report and the Aggregate Electronic File         received on the immediately preceding Monthly Reporting Date) which identifies in         particular all English Assigned Receivables which are to be retransferred in accordance         with this clause 10.   10.3   Affected Receivables         10.3.1  Subject to the provisions of this clause 10, the English Seller shall repurchase                 from the Purchaser on the relevant Purchase Date:                 (A)    any English Affected Receivables which are required to be retransferred                        in accordance with clause 8.1 (Affected Receivables) of the Master                        Framework Agreement; and                 (B)    any English Retransferred Receivables required to be retransferred in                        accordance with clause 8.2 (Purchase Limits) of the Master Framework                        Agreement,                  and the English Seller shall pay the Affected Purchase Price in respect of such                 English Affected Receivables and English Retransferred Receivables on the                 relevant Repurchase Date. On the relevant Repurchase Date, upon receipt by the                                                                                         8 





 






               Purchaser of the Affected Purchase Price, the English Affected Receivables and                 English Retransferred Receivables which are to be repurchased and their                 Ancillary Rights shall be reassigned to the English Seller.   10.4   Optional Repurchase         10.4.1  The Centralising Agent (acting on behalf of the English Seller) shall have the                 option (but not the obligation) in accordance with clause 9.1 of the Master                 Framework Agreement to request the repurchase (an "Optional Repurchase")                 of any English Assigned Receivable which is the subject of a contentious or pre-                contentious dispute to the extent that such English Seller needs to recover the                 ownership of such English Assigned Receivable to protect its interests in any                 litigation or pre litigation proceedings (excluding any dispute resulting from non-                payment of the relevant Debtor due to it being Insolvent) by delivering a                 Repurchase Notice to the Purchaser on any Monthly Reporting Date.         10.4.2  Any Repurchase Notice delivered pursuant to this clause 10.4 shall be                 irrevocable, shall be signed by the Centralising Agent (acting on behalf of the                 English Seller) and shall specify the relevant English Assigned Receivables being                 offered to be repurchased, the proposed repurchase price ("Optional                 Repurchase Price") and the proposed date of repurchase (an "Optional                 Repurchase Date").   10.5   Acceptance of a request for an Optional Repurchase          10.5.1  The Purchaser shall not be obliged to accept a request for an Optional                 Repurchase and shall not do so if:                   (A)    it has not received a duly completed Repurchase Notice; or                  (B)    it is not satisfied with the repurchase price proposed by the Centralising                        Agent (acting on behalf of the English Seller).         10.5.2  If it accepts such request, the Purchaser shall accept the offer to repurchase such                 English Assigned Receivables by notifying the Centralising Agent (acting on                 behalf of the English Seller), and the English Seller shall pay the Optional                 Repurchase Price and all other reasonable and duly demonstrated costs and                 expenses of the Purchaser incurred in connection with such repurchase in full on                 the relevant Optional Repurchase Date. Upon receipt by the Purchaser of the                 Optional Repurchase Price together with the Purchaser's costs and expenses on                 the Optional Repurchase Date, such English Assigned Receivables and their                 Ancillary Rights shall be reassigned to the English Seller.   10.6   Repurchase Warranties         The Purchaser shall give no representations or warranties in respect of any English         Receivables retransferred to the English Seller or the Centralising Agent.   10.7   Repurchase Price of English Affected Receivables          10.7.1  Calculation of English Affected Purchase Price                 The Programme Agent shall calculate the Affected Purchase Price applicable to                 the English Receivables to be repurchased.            10.7.2  Discharge of the Affected Purchase Price                 Notwithstanding any provision of the Master Framework Agreement to the                 contrary:                 (A)    if no Purchase Price has been paid by the Purchaser in relation to the                        relevant Receivable to be repurchased, then no Affected Purchase Price                        shall be payable by the English Seller; and                                                                                         9 





 






               (B)    if the Purchase Price due from the Purchaser in relation to such English                        Assigned Receivable has been paid to the English Seller in part, the                        English Seller shall pay an amount equal to (i) the Affected Purchase                        Price; less (ii) such amount of the Purchase Price as remains outstanding                        in relation to such English Assigned Receivable, to the Purchaser,                 in each case on the relevant Repurchase Date.   10.8   Retransfer of English Assigned Receivables         The completion of a retransfer of English Assigned Receivables in accordance with this         clause 10 (Repurchase of Receivables) shall be subject to:         10.8.1  payment by the English Seller or discharge in accordance with clause 10.4 and                 clause 10.7.2 above of the Optional Repurchase Price or the Affected Purchase                 Price (as applicable); and         10.8.2  the English Seller having delivered an Officer's Solvency Certificate on the                 Signing Date and each anniversary of the Signing Date falling on or immediately                 preceding the Repurchase Date in substantially the form set out in schedule 8                 (Form of Officer's Solvency Certificate).   10.9   Notification of Debtors         If the retransfer of any English Assigned Receivables is made after the date on which the         relevant Debtor has been notified of the initial transfer of such English Assigned Receivable         to the Purchaser in accordance with the Transaction Documents, the English Seller shall be         entitled, at its own cost, to notify such Debtor of the retransfer of such English Assigned         Receivable and to take such other steps as may be necessary to perfect the retransfer of         such English Assigned Receivable and the Ancillary Rights relating thereto. In this situation         the Purchaser shall, upon request from the English Seller, take all reasonable action as may         be necessary to facilitate the re-transfer of the relevant English Assigned Receivable and the         Ancillary Rights relating thereto.   10.10  Delivery of Officer's Solvency Certificate         The English Seller shall deliver an Officer's Solvency Certificate on the Signing Date and         each anniversary of the Signing Date, in substantially the form set out in schedule 8 (Form         of Officer's Solvency Certificate).   11.    SPECIFIC COVENANTS AND REPRESENTATIONS AND WARRANTIES  11.1   Each Zebra Entity which is a party hereto shall:           11.1.1  on the Signing Date, each date on which an Offer is made, each Purchase Date,                 each Monthly Reporting Date, and each Repurchase Date make the                 representations and warranties set out in Error! Reference source not found.                 (Error! Reference source not found.) to this Agreement; and          11.1.2  until  the  Final  Maturity  Date, undertakes  to  perform  all  covenants  set  out  in                 schedule 6 (Jurisdiction specific covenants) to this Agreement.   11.2   Continuance of undertakings         Without prejudice to any provisions of this Agreement stated to survive termination of this         Agreement, the covenants, obligations and undertakings contained in this Agreement and         the rights and remedies in this Agreement in respect of any representation, warranty, or         statement or covenant made under or in connection with this Agreement and the         indemnification and other payment obligations in this Agreement form part of the sale and         purchase of each English Receivable under this Agreement and shall continue and remain         in full force and effect until the date specified in limb (b) of the definition of Final Maturity         Date.                                                                                         10 





 






12.    ROLE OF THE CENTRALISING AGENT          In this Agreement, references to the Centralising Agent acting on behalf of the English         Seller are references to the Centralising Agent acting in its capacity as agent of the English         Seller in accordance with clause 11 of the Master Framework Agreement.    13.    COUNTERPARTS         This Agreement may be executed in any number of counterparts, and this has the same         effect as if the signatures on the counterparts were on a single copy of the Agreement.   14.    RIGHTS OF THIRD PARTIES         A person who is not a party to this Agreement shall have no right under the Contracts         (Rights of Third Parties) Act 1999 to enforce any of its terms but this shall not affect any         right or remedy of a third party which exists or is available apart from that Act.   15.    GOVERNING LAW         This Agreement and any non-contractual obligations arising out of or in connection with it         are governed by English law.   16.    ENFORCEMENT  16.1   Jurisdiction of English courts         16.1.1  The courts of England have exclusive jurisdiction to settle any dispute arising out                 of or in connection with this Agreement (including a dispute relating to the                 existence, validity or termination of this Agreement or any non-contractual                 obligation arising out of or in connection with this Agreement) (a "Dispute").         16.1.2  The parties to this Agreement agree that the courts of England are the most                 appropriate and convenient courts to settle Disputes and accordingly no party to                 this Agreement will argue to the contrary.   17.    EXECUTION         This Agreement is entered into and delivered as a deed on the date stated at the beginning         of this Agreement.                                                                                           11