ex107-zebraxmasterframew






                                                                                                                                                                               Exhibit 10.7       CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN      OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE                     COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.                                                                                           29 April 2020                                                                                                                                                     THE ENTITIES LISTED IN Error! Reference source not found. OF Error! Reference source not found.                        as Initial Sellers, Initial Servicers and Initial Depositors                                                                             ZEBRA TECHNOLOGIES CORPORATION                            as Centralising Agent and Parent Company                                                                                  ESTER FINANCE TITRISATION                               as Purchaser and Deposit Beneficiary                                                                      CREDIT AGRICOLE CORPORATE & INVESTMENT BANK                                as Programme Manager and Arranger                                                                           CREDIT AGRICOLE LEASING & FACTORING                                       as Programme Agent                                                                                                                                                                                  MASTER FRAMEWORK AGREEMENT                                                                                                                                                                                                                                                                                                                                        Herbert Smith Freehills Paris LLP                                                                                                   1 





 






                                                                                                                                     TABLE OF CONTENTS    Clause     Headings                                                                   Page  1.         DEFINITIONS AND CONSTRUCTION .......................................................................... 2  2.         PURPOSE .................................................................................................................... 24  3.         COMMON TERMS ....................................................................................................... 24  4.         PERIODS AND COMMITMENTS ................................................................................. 24  5.         PURCHASE LIMITS AND PERIMETER ...................................................................... 25  6.         PURCHASE PROCEDURE .......................................................................................... 26  7.         PURCHASE PRICE ...................................................................................................... 31  8.         REASSIGNMENT ......................................................................................................... 33  9.         REPURCHASE OF ASSIGNED RECEIVABLES ......................................................... 36  10.        SERVICING MANDATE AND DUTIES ........................................................................ 36  11.        APPOINTMENT AND DUTIES OF THE CENTRALISING AGENT ............................. 40  12.        MANAGEMENT OF COLLECTIONS AND OTHER PAYMENTS ................................ 41  13.        DEEMED COLLECTIONS ............................................................................................ 45  14.        CASH DEPOSIT ........................................................................................................... 45  15.        AUDIT OF DATA AND MONITORING OF THE SERVICING MANDATES BY             THE PURCHASER ....................................................................................................... 46  16.        REPRESENTATIONS, COVENANTS AND INDEMNITY ............................................ 47  17.        TAXES .......................................................................................................................... 53  18.        CHANGE IN CIRCUMSTANCES ................................................................................. 54  19.        CONSEQUENCES OF THE OCCURRENCE OF A STOP PURCHASE EVENT             ...................................................................................................................................... 55  20.        PAYMENTS MECHANICS ........................................................................................... 55  21.        PROGRAMME AGENT AND PROGRAMME MANAGER ........................................... 56  22.        ACCESSION OF ADDITIONAL SELLERS AND WITHDRAWALS .............................. 57  23.        CHANGE TO THE PARTIES ........................................................................................ 59  24.        CONFIDENTIALITY ...................................................................................................... 59  25.        NOTICES ...................................................................................................................... 60  26.        AMENDMENTS TO THE TRANSACTION DOCUMENTS ........................................... 60  27.        MISCELLANEOUS PROVISIONS ................................................................................ 61  28.        GOVERNING LAW AND JURISDICTION .................................................................... 65  SCHEDULE  1  LIST  OF  SELLERS,  SERVICERS,  DEPOSITORS  AND  COLLECTION             ACCOUNTS ...................................................... ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 2 CALCULATION OF THE PURCHASE PRICEERROR! BOOKMARK NOT DEFINED.  SCHEDULE 3 CALCULATION OF THE REQUIRED SUPPORT AMOUNT MONTH M BY             RELEVANT CURRENCY ................................. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 4 NOTICES DETAILS ...................................... ERROR! BOOKMARK NOT DEFINED.  SCHEDULE  5  FORM  OF  ACCESSION  LETTER  TO  THE  MASTER  FRAMEWORK             AGREEMENT ................................................... ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 6 LIST OF EXCLUDED DEBTORS .................. ERROR! BOOKMARK NOT DEFINED.  SCHEDULE 7 DEBTOR COUNTRY LIMIT .......................... ERROR! BOOKMARK NOT DEFINED.                                                                                                 1 





 






                                                                                                     THIS MASTER FRAMEWORK AGREEMENT is made and delivered as a deed on 29 April 2020  BETWEEN:  (1)    THE ENTITIES listed in Error! Reference source not found. of Error! Reference source not         found. (as  the  case  may  be,  the "Initial Sellers", the "Initial Servicers" or  the  "Initial         Depositors");  (2)    ZEBRA TECHNOLOGIES CORPORATION, a corporation formed under the laws of the State         of  Delaware  (United  States  of  America) (the  "Centralising  Agent"  and the "Parent         Company");  (3)    ESTER  FINANCE  TITRISATION,  a  French     société  anonyme  à  directoire  et  conseil  de         surveillance 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 414 886 226 (the "Purchaser" or the "Deposit Beneficiary");  (4)    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"); and  (5)    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").         each, a "Party" and together the "Parties".   WHEREAS:  (A)    The  Parties  have  agreed  to  set  up  on  the  date  of  this  Agreement  a  trade  receivables sale         Programme (the "Programme") under which each Seller will sell and assign, on an ongoing         basis in  accordance  with  the  terms  set  out  in  this  master  framework  agreement         (the "Agreement") and in the relevant Local Receivables Purchase Agreement to which the         relevant Seller is a party, certain Receivables it originates in the ordinary course of its business         to Ester Finance Titrisation, acting as Purchaser.  (B)    Each of the Parties agrees that the terms and conditions of the Transaction Documents shall         be  governed  by  this  Agreement,  as  supplemented  in relation  to  each  Seller  by  the Local         Receivables Purchase Agreement to which such Seller is a party.    THE PARTIES HEREBY AGREE as follows:   1.     DEFINITIONS AND CONSTRUCTION          Definitions         Unless  the  context  requires  otherwise,  capitalised  words  and  expressions  used  in  any         Transaction Document shall have the meanings and constructions ascribed to them below:         "Accession" means the addition of a member of the Parent Group to the Programme as an         Additional Seller pursuant to Clause 22.         "Accession Approval Date" has the meaning ascribed to such term in Clause 22.5.         "Accession  Date" means   with  respect  to  any  Additional  Seller,  the  date  on  which  such         Additional Seller accedes to the Programme pursuant to Clause 22.         "Accession  Letter" means   the  accession  letter to  this  Agreement  entered into by  any         Additional Seller and the relevant Parties for the purpose of acceding to this Agreement and         the Programme in the form of Error! Reference source not found..                                                                                                 2 





 






                                                                                          "Accession Agreements" means the Accession Letter together with (i) a Local Receivables  Purchase Agreement (or an amended and restated Local Receivables Purchase Agreement if  the relevant Additional Seller is incorporated in the same jurisdiction than another Seller already  a Party to the Programme) and (ii) a Collection Account Security Document, in a form equivalent  to those entered into by the Initial Seller acting from to the same jurisdiction as that Additional  Seller and  listed  in Error!  Reference  source  not  found. of Error!  Reference  source  not  found..  "Accession Request" has the meaning ascribed to such term in Clause 22.1.   "Additional Seller" means each member of the Parent Group that is added from time to time  to the Programme and becomes a Party to this Agreement and a Local Receivables Purchase  Agreement as an Additional Seller pursuant to Clause 22.  "Adjustment Amount" means in respect of each Seller, on any Monthly Payment Date, with  respect  to  the  Assigned  Receivables  transferred  as  Future  Receivables  or  Existing  New  Receivables which have been  transferred and invoiced by such Seller during the Collection  Period ending on the Monthly Cut-Off Date falling immediately prior to such Monthly Payment  Date (as such Assigned Receivables are identified and individualised in the relevant Aggregate  Electronic File delivered by such Seller to the Purchaser on the Monthly Reporting Date falling  immediately prior to such Monthly Payment Date), an amount being equal to:            the Purchase Price of such Assigned Receivables; minus           the  aggregate  amount  of each Advanced  Purchase  Price  already  paid  by  the           Purchaser to the Applicable Seller with respect to the Assigned Receivables during           such Collection Period by way of set-off in accordance with Clause 7.3, provided that:                 (i) if such difference is positive, then such amount shall be payable by the                     Purchaser to such Seller on such Monthly Payment Date in accordance                     with Clause 7.3.1(B)(2); and                 (ii) if such difference is negative, then such amount shall constitute a claim of                     the Purchaser against such Seller which shall be due and payable on such                     Monthly Payment Date in accordance with Clause 7.3.2.   "Advanced Purchase Price" means on any day, the daily advance of the Purchase Price of  the Assigned Receivables invoiced on such day payable by the Purchaser to the relevant Seller,  subject to, and in accordance with, the relevant Local Receivables Purchase Agreement. Such  an advance shall, on any such day, be equal to (and set off against) the sum of:           the  aggregate  amount  of  Collections then received  or  recovered  by  the  related           Servicer and due and payable to the Purchaser on that day; and           the aggregate amount of Deemed Collections due and payable by the related Seller           to the Purchaser on such day.  provided  that such  set-off  shall  be  taken  into  account  in  the  calculation  of  the  Adjustment  Amount on each Monthly Payment Date in accordance with Clause 7.3.  "Affected Receivable" has the meaning ascribed to such term in Clause 8.  "Affected Relevant Party" has the meaning ascribed to such term in Clause 17.1.  "Affiliate" means in relation to any Person, any other Person that, directly or indirectly, is in  control of, is controlled by or is under common control with such Person or is a director or officer  of such Person.  "Agreement" has the meaning ascribed to such term in the Recital.  "Aggregate  Electronic Files" means the files prepared by each Seller and the Centralising  Agent, in  the  form agreed  between  the Purchaser,  the Programme Agent,  the Programme  Manager  and  the  Centralising  Agent, containing  the  details  of  all  outstanding  Assigned  Receivables  and  all  offered  Existing  Receivables,  Existing  New  Receivables  and  Future  Receivables and to which is attached the current Perimeter.  "Alternate Base Rate" means a fluctuating interest rate per annum as shall be in effect from  time to time, which rate shall be at all times equal to the rate of interest determined by CA-CIB  in New York, from time to time in its sole discretion, as its prime commercial lending rate (which  rate is not necessarily the lowest rate that CA-CIB charges any corporate customer).                                                                                          3 





 






                                                                                          "Amortisation  Period" means  the  period  commencing  on  (and  excluding)  the  Revolving  Termination Date and ending on the Final Maturity Date.  "Anti-Corruption Laws" means any applicable laws, rules, or regulations relating to bribery or  corruption, including (a) the United States Foreign Corrupt Practices Act of 1977, (b) the United  Kingdom Bribery Act of 2010, (c) the Singapore Prevention of Corruption Act, Chapter 241 of  Singapore and (d) any other similar law, rule or regulation in any applicable jurisdiction currently  in force or hereafter enacted.  "Anti-Money Laundering Laws" means any laws or regulations relating to money laundering  or terrorist financing in any applicable jurisdiction currently in force or hereafter enacted.  "Applicable Currency Equivalent" means any initial amounts denominated in the Relevant  Currency after being converted into Euro amounts on the basis of the applicable Spot Rate  Exchange with respect to amounts denominated in such Relevant Currency.  "Applicable Law" means   in relation to any Party, any treaty, law, decree, regulation, courts  decision, official decision (including double taxation agreements and EU law, published practice  or concession of any relevant taxing authority) which applies to that Party.  "Applicable Seller" means with respect to any Assigned Receivable, the Seller that originated  such Receivable.  "Assigned Debtor" means a Debtor against which an Assigned Receivable is held.  "Assigned  Receivable"  means  any  Receivable  which  has  been  sold  by  any  Seller  to  the  Purchaser in accordance with this Agreement and a Local Receivables Purchase Agreement  and which has not been repurchased from the Purchaser or which has not been reassigned or  retransferred  to  the  Applicable  Seller or,  the  purchase  of which  has  not  been  rescinded in  accordance with, and subject to, the terms of Clauses 8 or Clause 9.  "Atlantic" means ATLANTIC ASSET SECURITIZATION LLC, a limited liability company having  its registered office at 1201 North Orange Street, Suite 800, in the City of Wilmington, Delaware  19801, County of Kent, registered with the State of Delaware Division of Corporations.  "Blocking Notice" has the meaning ascribed to such term in Clause 12.3.4.  "Breach" has the meaning ascribed to such term in Clause 8.1.  "Business Day" means any day which is (i) a TARGET Day and (ii) a day other than a Saturday,  a Sunday or a bank holiday in Paris, London, New-York, Sydney and Singapore and on which  banks are open for business for the purposes of inter–bank transactions in Paris.  "Calculation  Report" means  the report in  the  form  agreed  between the  Purchaser,  the  Programme   Agent,  the Programme  Manager   and the Centralising  Agent setting  out the  Purchase Price payable to each Seller in respect of Receivables sold during the relevant period.  "Cash Collateral Accounts" means:            with respect to the English Seller,           (i)    with respect to the Deposit denominated in Euro, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);           (ii)   with respect to the Deposit denominated in GBP, the  account referenced                  [**************](IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);           (iii)  with respect to the Deposit denominated in USD, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account); and           (iv)   with respect to the Deposit denominated in AUD, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC)opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);                                                                                          4 





 






                                                                                                   with respect to the Singapore Seller,           (i)    with respect to the Deposit denominated in Euro, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);           (ii)   with respect to the Deposit denominated in GBP, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);           (iii)  with respect to the Deposit denominated in USD, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account); and           (iv)   with respect to the Deposit denominated in AUD, the  account referenced                  [**************] (IBAN) and BSUIFRPP (BIC) opened and maintained in France                  in the name of the Deposit Beneficiary in the books of CA-CIB (or any other                  account opened in replacement of such account);           with respect to an Additional Seller, the accounts opened in the books of CA-CIB and           listed in the Accession Letter.  "Change of Control" means in respect of any Seller or any Servicer, the occurrence of any  event pursuant to which the Parent Company no longer holds directly or indirectly at least one  hundred percent (100%) of the voting rights and share capital of such Seller or Servicer.  "Change of Law" means the enactment, adoption, amendment, substitution of a new or existing  Applicable  Law  or  the  change  in  the  interpretation,  administration  or  application  of  such  Applicable Law made by any competent authority (including a judgment by a court of competent  jurisdiction  or  by  an  administrative  authority),  becoming  effective  or  made  public  after  the  Signing Date.  "Charge over Collection Account" means any charge over a Collection Account entered into  between the relevant Servicer and the Purchaser.  "Collateralised Obligations" means, for each Seller, any and all payment obligations (present  and future) at any time due, owing or incurred by such Sellers (as Seller or Servicer) to the  Purchaser  including  without  limitation  any  Dilution,  subject  to  and  in  accordance  with  the  Transaction Documents (excluding, for the avoidance of doubt, any payment due to a failure to  pay  under  any  Assigned Receivable  resulting from  the relevant  Assigned  Debtor becoming  Insolvent after  the relevant  Eligibility  Test  Date)  within the  limits  of  the applicable Required  Support Amount Month M by Relevant Currency as such amount shall be determined on each  Monthly Calculation Date by the Programme Agent in accordance with this Agreement.   "Collection Accounts" means for each Servicer, the bank accounts as specified, in respect to  the Initial Sellers, in Error! Reference source not found. of Error! Reference source not  found. and every other collection account(s) opened after the Signing Date or, in the case of  Additional Seller, the Accession Date.  "Collection Account Bank" means,   in relation to any Collection Account, the account bank  with which such Collection Account is opened, as specified, in respect to the Initial Sellers, in  Error! Reference source not found. of Error! Reference source not found..  "Collection  Account  Security Document"  means   (i) any Declaration  of  Trust or  (ii) any  Charge  over  Collection  Account (including  for  the  avoidance  of  doubt,  the  English  Seller –  Additional Collection Account Security Document as from the date it has been executed by the  parties thereto).  "Collection Period" means any period of time starting from (but excluding) any Monthly Cut- Off Date and ending on (and including) the Monthly Cut-Off Date immediately falling thereafter,  and the first Collection Period shall commence on (but excluding) the Initial Monthly Cut-Off  Date and end on (and including) the Monthly Cut-Off Date immediately falling thereafter.                                                                                          5 





 






                                                                                          "Collections" means, in respect of any Assigned Receivable, as the context may require:           all  amounts  received  in  respect  of  such  Assigned  Receivable and/or  any  Related           Security and/or  Related  Rights  collected  and  allocated  in  accordance  with  this           Agreement  and  the  applicable Local  Receivables  Purchase  Agreement after  the           Purchase Date on which such Assigned Receivable was transferred;           all Deemed Collections arising from time to time pursuant to Clause 13; and           any  amount  refunded  or  credited  to  the Applicable Seller  by  the  competent  tax           authorities or any third party (including without limitation any collection agencies) in           relation to VAT or other similar amounts arising from Assigned Receivables which           have reduced the amount receivable by the Purchaser or are attributable to a reduced           amount receivable by the Purchaser unless such amount has already given rise to           the payment of a Deemed Collection.  "Common Terms" has the meaning ascribed to such term in Clause 3.1.  "Conditions Precedent" means, with respect to the purchase of Receivables by the Purchaser  from a Seller, the applicable conditions precedent as set out in Clause 6.3.  "Contract" means, in relation to any Receivable, the agreement between the Applicable Seller  and a Debtor giving rise to that Receivable.  "Contractual  Payment  Term"  means,  in  relation  to  any  Receivable,  the  exact  number  of  calendar days between the Invoice Issue Date and the Invoice Due Date.  "Consultation Period" has the meaning ascribed to such term in Clause 5.3.  "CP Issuer" means (1) LMA, (2) Atlantic, (3) any successor or replacement commercial paper  issuing vehicles and (4) any additional commercial paper issuing vehicles identified from time  to time by the Purchaser to the Seller.  "Credit  and Collection  Policy" means,  in  relation  to  each  Seller  (in  such  capacity  or  as  Servicer),  the  credit,  servicing  and  collection  procedures  implemented  by  such Seller  and  Servicer and reviewed by the Programme Manager before the Signing Date or the applicable  Accession Date, as modified from time to time in accordance with this Agreement.  "Credit Risk Premium Rate" means 0.60%, as modified from time to time pursuant to Clause  7.2.  "Debtor" means each Person obliged to make payments due in respect of a Receivable.  "Debtor Country Limit" means, for any Debtor referred in limb (b) of the definition of "Included  Debtor" acting from an Eligible Debtor Jurisdiction (i.e. the  Eligible Debtor Jurisdiction from  which  such  Included  Debtor  makes  orders  and  pays  the  relevant  Invoices), the  limit  of  Outstanding  Amount  of  Eligible  Receivables  owed  by  such  Included  Debtor as  at  the  immediately preceding Monthly Calculation Date. Each Debtor Country Limit is mentioned and  shall apply as stated in Error! Reference source not found. (Error! Reference source not  found.).  "Declaration of Trust" means any declaration of trust over Collections entered into between  the relevant Servicer and the Purchaser.  "Deemed Collection" has the meaning ascribed to such term in Clause 13.3.  "Default  Ratio 3M"  means  a  fraction,  expressed  as  a  percentage,  calculated  by  the  Programme Agent on each Monthly Calculation Date by reference to the preceding Monthly  Cut-Off Date, of which:           the numerator is equal to the Outstanding Amount of all Assigned Receivables that (i)           have  become  Defaulted  Receivables during  the  Collection  Period immediately           preceding  such  Monthly  Calculation  Date  and  (ii)  remain  unpaid  on  such  Monthly           Calculation Date; and           the denominator is equal to the sum of the Face Value of all Assigned Receivables           with  an  Invoice  Due  Date  falling  during  the 3rd Collection  Periods immediately           preceding such Monthly Calculation Date;  provided that the Default Ratio will be calculated on the Monthly Calculation Date falling on July  2020 and on each Monthly Calculation Date thereafter.                                                                                          6 





 






                                                                                          "Defaulted Debtor" means an Included Debtor (i) which owes a Defaulted Receivable and/or  (ii) which is Insolvent or subject to Insolvency Proceedings.  "Defaulted Receivable" means a Receivable in respect of which any payment, or part thereof,  remains unpaid for more than 91 days from its Invoice Due Date.  "Delinquent Debtor" means an Eligible Debtor (i) which owes a Delinquent Receivable and/or  (ii) which is Insolvent.  "Delinquent  Ratio"  means  a  fraction,  expressed  as  a  percentage,  calculated  by  the  Programme   Agent on each Monthly Calculation Date by reference to the preceding Monthly  Cut-Off Date, of which:           the numerator is equal to the Outstanding Amount of all Assigned Receivables that (i)           have become  Delinquent  Receivables  during  the  Collection  Period immediately           preceding  such  Monthly  Calculation  Date  and  (ii)  remain  unpaid  on  such  Monthly           Calculation Date; and           the denominator is equal to the sum of the Face Values of all Assigned Receivables           with  an  Invoice  Due  Date  falling  during  the 3rd Collection  Periods immediately           preceding such Monthly Calculation Date;  provided that the Delinquent Ratio will be calculated on the Monthly Calculation Date falling on  July 2020 and each Monthly Calculation Date thereafter.  "Delinquent Receivable" means a Receivable in respect of which any payment, or part thereof,  remains unpaid for more than 60 days and less than 91 days from its Invoice Due Date.  "Deposit" means, at any time and for each Depositor:  (a)     together  (i)  the  Initial  Deposits  and (ii)  any  other  payments  in respect  of  applicable          Deposit  Complementary  Amounts  by  Currency  made  thereafter  by  the relevant          Depositor in accordance with Clause 14; minus  (b)     (i) any amounts by which each Deposit is reduced in accordance with Clause 14.3.1,          and (ii) any amounts repaid to the relevant Depositor in accordance with Clause 14.4.1          or 14.4.2.  in each case as paid by the relevant Depositor to the Deposit Beneficiary or by the Deposit  Beneficiary to the relevant Depositor (as applicable) in accordance with the terms of this Clause  14 and, as applicable, credited to or debited from the relevant Cash Collateral Account.  "Depositor" means (i) the Initial Depositors and (ii) each Additional Seller in its capacity as  depositor.  "Deposit  Complementary  Amount    by  Currency" means  an  amount  determined in  each  Relevant Currency on each Monthly Calculation Date by the Programme Agent as being equal  to the relevant Incremental Required Support Amount Month M by Relevant Currency.  "Deposit Refund Amount by Relevant Currency" means any Incremental Required Support  Amount Month M by Relevant Currency being negative on a Monthly Calculation Date.  "Dilution" means any reduction or cancellation, in whole or in part, of the Face Value of any  Assigned Receivable by reason of the occurrence of any of the following circumstances:           any credit note, rebate, discount or allowances for prompt payment, for quantity, for           return of goods, invoicing error or cancellation or any other commercial adjustment,           granted by any Seller in accordance with the relevant Credit and Collection Policies           and applied to an Assigned Receivable;           any change in the terms of or cancellation of a Contract or Receivable which reduces           the amount payable by the Debtor on the related Receivable;           any trade discount, fidelity premium or other premium, bonus or promotional discount           in favour of the relevant Assigned Debtor;           any set-off exercised by the relevant Assigned Debtor in respect of any claim by such           Assigned Debtor as to amounts owed by it on such Assigned Receivable (whether           such claim arises out of the same or a related transaction or an unrelated transaction,           and whether agreed by the Seller or arising by operation of law);                                                                                          7 





 






                                                                                                   any  specifically  asserted  dispute, set  off,  counterclaim  or  defence  whatsoever,           including, without limitation, any non-payment by the relevant Assigned Debtor due           to failure by any Seller to deliver any merchandise or provide any services (excluding,           for the avoidance of doubt, any dispute resulting from non-payment of the Assigned           Debtor due to Insolvency Proceedings); and           any recourse or claim of any third party on such Assigned Receivable.   "Dilution Ratio" means the fraction, expressed as a percentage, calculated by the Programme  Agent on each Monthly Calculation Date by reference to the preceding Monthly Cut-Off Date,  of which:           the numerator is equal to the aggregate amount of Deemed Collections in respect of           Dilutions,  as  reported  in  the  Servicer  Report  provided  by the  Centralising  Agent           pursuant to Clause 6.1 with respect to the Collection Period immediately preceding           such Monthly Calculation Date; and           the denominator is equal to the sum of the Face Values of all Receivables originated           by the Sellers within the immediately preceding Collection Period.  "Discount" has the meaning ascribed to such term in Error! Reference source not found..  "DSO" means, for each Seller, the number of days determined by the Programme Agent on any  Monthly Calculation Date as being equal to:           with respect to the English Seller and Receivables denominated in EUR, for the Initial           Monthly Calculation Date,  55 calendar days  and for the immediately two following           Monthly Calculation Dates, 67 calendar days;           with respect to the English Seller and Receivables denominated in GBP, for the Initial           Monthly Calculation Date,  51 calendar days  and for the immediately two following           Monthly Calculation Dates, 63 calendar days;           with respect to the English Seller and Receivables denominated in USD, for the Initial           Monthly Calculation Date,  69 calendar days  and for the immediately two following           Monthly Calculation Dates, 81 calendar days;           with respect to the Singapore Seller and Receivables denominated in AUD, for the           Initial Monthly Calculation  Date,  32 calendar days  and  for  the immediately two           following Monthly Calculation Dates, 44 calendar days;           with respect to the Singapore Seller and Receivables denominated in USD, for the           Initial Monthly Calculation  Date,  43 calendar days  and  for  the immediately two           following Monthly Calculation Dates, 55 calendar days;           with respect to an Additional Seller and for the three Monthly Calculation Dates falling           immediately  after  the  Accession  Date,  the  number  calendar  days  set-out  in  the           relevant Accession Letter; and           thereafter, the product rounded up to next integer of (a) the aggregate Outstanding           Amount of Assigned Receivables of the relevant Seller and (b) 90 days; divided by           the  aggregate  amount  of  all  Assigned  Receivables  invoiced  by  the relevant  Seller           within the 3 preceding Collections Periods.  "Electronic Files" means together the Aggregate Electronic Files and the Returned Electronic  Files.   "Eligibility Test Date" means:           with respect to any Existing Receivable, the Purchase Date on which it is purchased           by the Purchaser; and           with respect to any Existing New Receivable or Future Receivable, the Monthly Cut-          Off Date following the relevant Invoice Issue Date except for the criteria (c) of the           definition of Eligible Receivable only, which shall be the Purchase Date.  "Eligible Collection Account Bank" means a Collection Account Bank which is at least short- term rated A-1 by Standard & Poor's or P-1 by Moody's.                                                                                          8 





 






                                                                                          "Eligible Debtor" means a Debtor that satisfies each of the criteria set out below (as well as  any further criteria set out in the applicable Local Receivables Purchase Agreement) as of the  applicable Eligibility Test Date:           it is an Included Debtor;           it is not an Affiliate of any member of the Parent Group;           subject to item (n) below, it is not a Defaulted Debtor;           it is not, to the best of the knowledge of the relevant Seller, Insolvent or subject to           Insolvency Proceedings;           to the best of the relevant Seller's knowledge, it has not been declared Insolvent nor           has a  court  granted its creditors  a  final  non-appealable  right  of  enforcement  or           material damages as a result of a missed payment within 3 years prior to the relevant           Eligibility Test Date and has not undergone a debt restructuring process with regard           to any of its non-performing receivables within 3 years prior to the Eligibility Test Date,           provided  that such Seller  shall  have  no  obligation  to  perform checks  additional  to           those  it  would  usually  perform  as  Seller  or  Servicer  solely  for  the  purpose  of           determining whether these events have occurred in respect of the relevant Debtor;           it is a legal entity incorporated and acting from an Eligible Debtor Jurisdiction, and if           it acts from an establishment located outside its jurisdiction of incorporation both the           jurisdiction  of  its  incorporation  and  the  jurisdiction  of  its  establishment  shall  be           required to be Eligible Debtor Jurisdictions in accordance with the definition thereof;           it is a corporate entity acting in its ordinary course of business;           it is not an entity owing a payment under a Receivable which is already subject to (or           offered to sale under) any securitisation, factoring or invoice discounting transaction           or any other transaction having similar legal content and/or effect, entered into by any           of the Sellers, other than the Programme;           it is identified with a unique ID number (as determined by the Programme Manager)           in the system of the Applicable Seller;           it  is  not entitled  to  claim  immunity  from  suit,  execution,  attachment  or  other  legal           process  in  any  proceedings  taken  its  jurisdiction  of  incorporation  in  relation  to  the           Receivables;           it is neither an individual nor an entity which benefits from any applicable consumer           protection  laws  or  regulations including  but  not  limited to  the  Consumer  Credit           Directive (2008/48/EC) of the European Union as may be updated or replaced from           time to time or any implementing legislation in any Member State of the European           Union;           it  has  received  instructions  to  pay  directly  all  amounts  due under  the  offered           Receivables to a Collection Account of the Applicable Seller;            it  is  not  a  central  or  local  public  entity (including  a  municipality) or  a  public           administration entity;            the Assigned Receivables owed  by such Debtor which are past due for more than           120 days do not represent more than  5% of the Outstanding Amount  of Assigned           Receivables owed  to such Zebra Entity on the Monthly Cut-Off Date preceding its           Purchase Date;           it is not a Sanctioned Person; and           it fulfils any additional criteria set out in the Local Receivables Purchase Agreement           entered into between such Seller and the Purchaser.   "Eligible  Debtor  Jurisdictions"  means,  on any  Eligibility  Test  Date  (i) Belgium,  Germany,  United Kingdom, China, Australia, Italy, Netherlands, France, Spain, India, Korea, Republic of  Cyprus, Singapore, United Arab Emirates, Turkey, South Africa, Indonesia, Poland, Sweden,  Denmark,  Taiwan,  New  Zealand,  Thailand,  Ireland,  Switzerland,  Vietnam,  Japan,  Malaysia,  Austria, Slovakia, Portugal, Czech Republic, Norway, Hungary, Philippines, Greece, Croatia  and Israel and (ii) any new jurisdiction agreed from time to time in writing between the Purchaser                                                                                          9 





 






                                                                                          and the Centralising Agent and, if requested by the Purchaser, for which a legal enforceability  analysis satisfactory to the Purchaser and the Programme Manager has been carried out.  "Eligible Receivable" means, a Receivable that satisfies each of the criteria set out below (as  well as any further criteria set out in the applicable Local Receivables Purchase Agreement) as  of the applicable Eligibility Test Date:           it  is owed by  an Eligible Debtor which  is  identified  in  the  relevant most  recently           delivered Aggregate Electronic File;           the relevant Debtor is not in material default under the associated Contract;           it is individually identified in the accounting systems of the Applicable Seller as being           beneficially owned by the Purchaser, and its Invoice number is unique and does not           refer to any other Receivables originated by such Applicable Seller;           it does not include exposures that are classified as doubtful, impaired, non-performing           or to similar effect under the relevant accounting principles;           the Applicable Seller has originated it and is its sole holder and has full legal  and           beneficial title to it (prior to sale of the beneficial title to the Purchaser in accordance           with the Transaction Documents). It is not wholly or partly the subject of any Lien,           assignment,  delegation,  subrogation, attachment or  seizure or other  encumbrance           whatsoever, in favour of a third party other than for the benefit of the Purchaser, and           it is freely assignable by the Seller (including without any requirement for consent of           the related Debtor that has not already been obtained);           none of the relevant Seller and Servicer has agreed to any set-off arrangements with           the related Debtor and the Debtor is not entitled to exercise any rights of set-off under           the terms of the Contract;            it is denominated and payable only in a Relevant Currency;           it is a non-interest bearing trade receivable (subject to any late-payment interest);           it is an obligation in respect of which no bill of exchange, promissory note or other           negotiable instrument (which expression, for the avoidance of doubt, shall not include           cheques),  issued  in  connection  with  such  Receivable,  has  been  or  is  accepted,           discounted, endorsed, transferred or delivered by the relevant Seller other than to the           benefit of the Purchaser;           the payment due by the Debtor in connection with it is not (and will not following the           assignment of the Receivable to the Purchaser) subject to withholding tax;           the Invoice by which it is evidenced complies with all relevant VAT and other legal           requirements and does not include only VAT;           it has been originated by the Applicable Seller in the ordinary course of its business           and in accordance with its Credit and Collection Policy;            it arises from the sale of products and/or services performed by the Seller and such           sale of products and/or services has either been fully performed in accordance with           the relevant Contract or all the obligations set out therein required to be performed by           the Seller in order for the relevant Debtor to be obliged to pay the Receivable arising           therefrom have been duly fulfilled;           it is fully and directly payable to the Applicable Seller, in its own name and for its own           account and such payment is not subject to (i) the performance of any administrative           action  or  step  or  the  execution  of  any  document  of  any  kind whatsoever  or  any           formalities that have not been already performed, either prior or after the Eligibility           Test Date or (ii) any asserted dispute, offset, hold back defense or other claim;           the  Contract  from  which  such Receivable  arises  is  governed  by the  law  of the           jurisdiction of incorporation of the relevant Seller;           it arises under a Contract which is in full force and effect and constitutes the legal,           valid and binding obligations of the Debtor in respect of such Receivable under all           Applicable Laws;                                                                                         10 





 






                                                                                                   it conforms in all material respects with all Applicable Laws, rulings and regulations in           effect;           it is not accounted for by the Applicable Seller as a doubtful or written off receivable           and/or it is not past due or with respect to the Existing Receivables to be purchased           on the Initial Purchase Date, it is not past due for more than 30 days;            the  Receivable  and  its  Related  Rights  and  Related  Security  are  capable  of  being           assigned and are not subject to any enforceable legal or contractual restrictions on           transferability, including but not limited to the need for consent to assign from any           third party or, if it is subject to such restrictions, the Applicable Seller has taken by no           later than the applicable Eligibility Test Date, all the required measures so that the           Receivable and its Related Rights and Related Security can be freely assigned and           has  provided  the Programme Manager  with  a  written  document  evidencing  such           measures to the satisfaction of the Programme Manager;           the relevant Debtor does not hold a current account with the Applicable Seller;           it is  not  overdue and has  a Contractual  Payment Term that is  no  longer than 120           days; and           it fulfils any additional criteria set out in the Local Receivables Purchase Agreement           entered into between such Seller and the Purchaser.  "English Local Receivables Purchase Agreement" means the agreement entitled "English -  Local Receivables Purchase Agreement" entered into on the Signing Date between the English  Seller, the Centralising Agent, the Programme Manager and Arranger, the Programme Agent  and the Purchaser.   "English Seller" means (i) the Initial Seller incorporated in England & Wales and listed in Error!  Reference source not found.   (Error! Reference source not found.) of Error! Reference  source not found. and (ii) any other entity established in England & Wales and belonging to  the Parent Group and which has acceded as Additional Seller to the Programme.  "English Seller - Additional Collection Account Security Document" means    the Charge  over Collection Account on the Collection Account of the English Seller denominated in Euro  and referred under item 4 in Error! Reference source not found. of Error! Reference source  not found..  "Excess Receivable" has the meaning ascribed to such term in Clause 8.2.1(B).  "Excluded  Debtor"  means a  Debtor included  in  the  list  set-up  on  the  Signing  Date  by  the  Programme  Manager  and  the Centralising  Agent in Error!  Reference  source  not  found.  (Error! Reference source not found.), as such list may be amended in writing from time to  time by the Centralising Agent, the Purchaser and the Programme Manager.  "Excluded Receivable" has the meaning ascribed to such term in Clause 8.2.1(B).  "Existing New Receivable" means, on any Purchase Date, any Eligible Receivable which:           has  given rise to  the  delivery  of  an  Invoice  between  the  Monthly  Cut-Off  Date           (included)  immediately  preceding  such  Purchase  Date  and  such  Purchase  Date           (excluded); and           is owed by an Included Debtor as of the Monthly Cut-Off Date immediately preceding           such Purchase Date.  "Existing Receivable" means, on any Purchase Date, any Eligible Receivable which:           has  given rise to  the  delivery  of  an  Invoice  prior  to  the  Monthly  Cut-Off  Date           immediately preceding such Purchase Date; and           is  identified  and  individualised  in  the  Aggregate  Electronic  File  delivered  on  the           Monthly Reporting Date immediately preceding such Purchase Date.  "Face  Value" means, with  respect  to  each  Receivable,  the  invoiced  amount (including  any  applicable VAT).  "Final Maturity Date" means the day which is the earlier of:           the Monthly  Payment  Date  occurring  during  the 24th calendar  month  following  the           calendar month during which the Revolving Termination Date has occurred; and                                                                                         11 





 






                                                                                                   the Monthly Payment Date immediately following the first day on which all amounts           due under the Assigned Receivables shall have been paid in full and all Collections           thereof shall have been received by the Purchaser and the Purchaser has no further           commitment to purchase Receivables hereunder.  "Finance Documents" means the Transaction Documents and any refinancing document to  be entered into by any CP Issuer and its Liquidity Facility Provider.  "Financial Indebtedness" means any indebtedness for or in respect of:           moneys borrowed;           any  amount  raised  by  acceptance  under  any  acceptance  credit  facility  or           dematerialised equivalent;           any amount raised pursuant to any note purchase facility or the issue of bonds, notes,           debentures, loan stock or any similar instrument;           the amount of any liability in respect of any lease or hire purchase contract which           would, in accordance with US GAAP, be treated as a finance or capital lease;           receivables sold or discounted;           any securitisation or factoring Programme;           any  amount  raised  under  any  other  transaction  (including  any  forward  sale  or           purchase agreement) having the commercial effect of a borrowing;           any derivative transaction entered into in connection with protection against or benefit           from fluctuation in any rate or price (and, when calculating the value of any derivative           transaction, only the marked to market value or, if any actual amount is due as a result           of the termination or close-out of that  derivative transaction, that  amount) shall be           taken into account;           any  amount  raised  by  the  issue  of  shares  which  are,  or  are  expressed  to  be,           redeemable, other than at the option of the issuer, for cash or any cash equivalent,           prior to the date falling three months after the Revolving Termination Date;           any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby           or documentary letter of credit or any other instrument issued by a bank or financial           institution; and           the amount of any liability in respect of any guarantee or indemnity for any of the items           referred to in paragraphs (a) to (j) above.  "Financial Party" has the meaning ascribed to such term in Clause 18.1.1.  "Form of Assignment" means, with respect to a Seller, a form of assignment substantially in  the form provided for under the relevant Local Receivables Purchase Agreement.  "Future Receivable" means:           on the Initial Purchase Date, any Receivable which:         (i)      will give rise to the delivery of an Invoice between such Initial Purchase Date                  (included)  and  the  immediately  following  Monthly  Cut-Off  Date  (excluded);                  and        (ii)      is to be owed by an Included Debtor as of the Initial Monthly Cut-Off Date;                  and           on  each  Monthly  Cut-Off  Date  (other  than  the  Initial  Monthly  Cut-Off  Date),  any           Receivable which:           (i)    will give rise to the delivery of an Invoice between such Monthly Cut-Off Date                  (included) and the earlier of (x) the following Monthly Cut-Off Date (excluded),                  (y) the date on which a Stop Purchase Event occurs (included) and (z) the                  Revolving Termination Date (excluded); and           (ii)   is to be owed by an Included Debtor as of such Monthly Cut-Off Date.                                                                                         12 





 






                                                                                          "GAAP" means the generally accepted accounting principles in the United States of America  as of the date of this Agreement, applied on a consistent basis and applied to both classification  of items and amounts.  "Incipient Stop Purchase Event" means an event that, after notice or lapse of time or both  would constitute a Stop Purchase Event.  "Included Debtors" means:           on  any  Monthly  Cut-Off  Date,  any  Debtors  included  in  the  Perimeter  as  at  the           immediately preceding Perimeter Date; and            as of the immediately following Perimeter Date, any Debtor listed in an Aggregate           Electronic File which fulfils each of the following criteria:           (i)    it is not included in the Perimeter as at the immediately preceding Perimeter                  Date;           (ii)   it is not an Excluded Debtor;           (iii)  in respect of which no request to add such Debtor in the Perimeter has been                  made in accordance with Clause 5.4,            (iv)   it satisfies each criteria of the definition of "Eligible Debtor" (other than being                  an Included Debtor) as at the immediately preceding Monthly Cut-Off Date;           (v)    the Outstanding Amount of Eligible Receivables owed by such Debtor as at                  the  immediately  preceding  Monthly  Calculation  Date is  less  than the                  applicable Debtor Country Limit.  "Incremental Required Support Amount Month M by Relevant Currency" has the meaning  ascribed to such term in Error! Reference source not found..  "Initial Deposit" has the meaning ascribed to such term in Clause 14.2.1.  "Initial Depositors" means the entities referred to in Error! Reference source not found. of  Error! Reference source not found..  "Initial Deposit Date" means (i) the Initial Monthly Payment Date and (ii) with respect to any  Additional Seller, the date specified in the relevant Accession Letter  "Initial Purchase Date" means (i) 5 May 2020 and (ii) with respect to any Additional Seller, the  date specified in the relevant Accession Letter.   "Initial  Monthly  Calculation  Date"  means (i) 29  April 2020 and  (ii)  with  respect  to any  Additional Seller, the date specified in the relevant Accession Letter.  "Initial Monthly Cut-Off Date" means (i) 28 March 2020 and (ii) with respect to any Additional  Seller, the date specified in the relevant Accession Letter.   "Initial Monthly Payment Date" means (i) 5 May 2020 and (ii) with respect to any Additional  Seller, the date specified in the relevant Accession Letter.  "Initial Monthly Reporting Date" means (i) 23 April 2020 and (ii) with respect to any Additional  Seller, the date specified in the relevant Accession Letter.   "Initial Sellers" means the entities referred to in Error! Reference source not found. of Error!  Reference source not found..  "Initial  Servicer" means  the  entities  referred to  in Error!  Reference  source  not  found. of  Error! Reference source not found..  "Insolvency Proceedings" means with respect to any Person:           having its centre of main interest or otherwise subject to the insolvency laws of any           Relevant  Jurisdiction, any  pre-insolvency  and/or  insolvency  proceedings including           amongst others, (i) any suspension of payments, moratorium of any indebtedness,           winding-up, dissolution, administration, (ii)  any reorganisation (by way  of voluntary           arrangement,  scheme  of  arrangement  or  otherwise  other  than  any  solvent           reorganisation), (iii) any composition, compromise, assignment or arrangement with           any of its creditors by reason of actual or anticipated financial difficulties (iv) and/or           insolvency  proceedings  mentioned  in  the  related Local  Receivables  Purchase           Agreement;                                                                                         13 





 






                                                                                                   any person presents a petition (or the equivalent in any relevant jurisdiction) or any           step is being taken (whether out of court or otherwise) for the opening against such           Person of any of the proceedings referred to above;           its board of directors or directorate has been informed by its statutory auditor of facts           likely to compromise the continuity of its activity;           the appointment of an insolvency administrator, a liquidator, receiver, administrator,           administrative  receiver, judicial  manager  or  other  similar  officer  in  respect  of  such           Person or its assets;           the forced dissolution or the winding-up of such Person; or            enforcement of any security interest over any of such person's assets (including taking           possession of any such asset),           or any analogous procedure or step is taken in any jurisdiction,   and for this  purpose, the  term "centre of  main  interest" has the  meaning ascribed to it in  Regulation (EU) No. 2015/848 of 20 May 2015 or any equivalent provisions applicable to the  relevant Person.  "Insolvent" means any of the following events in respect of any Person:           such Person is, is deemed to be or is declared unable to pay its debts as they fall due           or is insolvent; in particular, in respect of any Person having its centre of main interest           or  otherwise  subject  to  the  insolvency  laws  of  any  Relevant  Jurisdiction,  the           circumstances mentioned in the related Local Receivables Purchase Agreement;           such Person admits in writing its inability to pay its debts as they fall due;           such  Person,  by  reason  of  actual  or  anticipated  financial  difficulties,  begins           negotiations with one or more of its creditors with a view to the general readjustment           or rescheduling or a settlement of any of its indebtedness; or           such Person is subject to Insolvency Proceedings.  "Inter-Creditor Agreement" means the inter-creditor agreement to be entered into between  the  Purchaser,  the  Programme  Manager,  MUFG  and the  English  Seller  with  respect  to  the  sharing of security over the Collection Account of the English Seller denominated in Euro.  "Invoice" means, with respect to any Receivable, the invoice issued by the Applicable Seller  that evidences such Receivable.  "Invoice Due Date" means, with reference to each Receivable, the date on which the Contract  requires that the Receivable shall be paid by the relevant Debtor.  "Invoice Issue Date" means, with reference to each Receivable, the date on which the Invoice  relating to such Receivable is issued by the Applicable Seller.  "Licence" means,  in  relation  to any  Zebra  Entity,  any  licence,  authorisation,  consent,  agreement, working permit, exemption and registration required in order for such Zebra Entity  to perform all of its obligations under the Transaction Documents to which it is a party.  "Lien" means any lien, mortgage, pledge, assignment, proprietary or security interest, fixed or  floating charge or encumbrance of any kind (including any conditional sale or other title retention  or extended retention of title agreement, any lease in the nature thereof, and any agreement to  give any security interest) and any option, trust or deposit or other preferential arrangement  having the practical effect of any of the foregoing.  "Liquidity Facility Provider", in relation to any CP Issuer, means the entity providing liquidity  or other funding support to such CP Issuer.  "LMA"  means  LMA,  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 383 275 187.  "Local  Receivables Purchase  Agreement"   means  any  agreement  entitled "[Name  of  the  jurisdiction] - Local Receivables Purchase Agreement" entered into on the Signing Date or on  an Accession Date between a Seller and the Purchaser governed by the laws of the jurisdiction  where the said Seller acts from.                                                                                         14 





 






                                                                                          "Material  Adverse Effect" means  a  material  adverse  effect  upon  (i)  the business,  assets,  properties, condition (financial or otherwise), operations of any Zebra Entity, (ii) the ability of  any Zebra  Entity to comply  with  or perform  its  respective  obligations  under  any  of  the  Transaction Documents to which it is a party, (iii) the assignability, the validity, the enforceability  or the collectability of any Assigned Receivables or (iv) the amount purported to be received by  the Purchaser under the Assigned Receivables.  "Maximum Amount by Currency" means:           in relation to Receivables denominated in Euro, an amount equal to the sum of (i) the           Maximum   Purchaser  Funding  Amount  by  Currency  in  relation  to  Receivables           denominated  in Euro and  (ii)  the  Required  Support  Amount  Month M by  Relevant           Currency to be made in Euro;            in relation to Receivables denominated in USD, an amount equal to the sum of (i) the           Maximum   Purchaser  Funding  Amount  by  Currency  in  relation  to  Receivables           denominated  in USD and  (ii)  the  Required  Support  Amount  Month M by  Relevant           Currency to be made in USD;            in relation to Receivables denominated in GBP, an amount equal to the sum of (i) the           Maximum   Purchaser  Funding  Amount  by  Currency  in  relation  to  Receivables           denominated  in GBP and  (ii)  the  Required  Support  Amount  Month M by  Relevant           Currency to be made in GBP;           in relation to Receivables denominated in AUD, an amount equal to the sum of (i) the           Maximum   Purchaser  Funding  Amount  by  Currency  in  relation  to  Receivables           denominated  in AUD and  (ii)  the  Required  Support  Amount  Month M by  Relevant           Currency to be made in AUD.   "Maximum Purchaser Funding Amount by Currency" means:           EUR 150,000,000 in relation to Assigned Receivables denominated in Euro;            USD 75,000,000 in relation to Assigned Receivables denominated in USD;           GBP 35,000;000 in relation to Assigned Receivables denominated in GBP; and           AUD 30,000,000 in relation to Assigned Receivables denominated in AUD.  "Monthly  Calculation  Date" means the  date  falling twelve  (12) Business  Days  after  any  Monthly Cut-Off Date (or any other date agreed in writing between the Centralising Agent, the  Purchaser, the Programme Manager and the Programme Agent).  "Monthly Cut-Off Date" means the Initial Monthly Cut-Off Date and thereafter, the last day of  each calendar month (or any other date agreed in writing between the Centralising Agent, the  Purchaser, the Programme Manager and the Programme Agent).  "Monthly Payment Date" means the date falling sixteen (16) Business Days after any Monthly  Cut-Off  Date (or  any  other  date  agreed  in  writing  between  the  Centralising  Agent,  the  Purchaser, the Programme Manager and the Programme Agent).  "Monthly Reporting Date" means the date falling ten (10) Business Day after any Monthly Cut- Off Date (or any other date agreed in writing between the Centralising Agent, the Purchaser,  the Programme Manager and the Programme Agent).  "MUFG" means MUFG Bank, Ltd.  "Notification  Letter" means a  notification  letter  to  be  addressed  to  the  relevant  Debtor  substantially  in  the  form  provided  for  under  the  relevant Local  Receivables  Purchase  Agreement.  "OFAC" means the Office of Foreign Assets Control of the United States Department of the  Treasury.  "Offer" has the meaning ascribed to such term in Clause 6.1.1.  "Officer's  Solvency  Certificate" means, a  certificate  of  the  duly  appointed  and  incumbent  Chief Financial Officer or Director (or equivalent) of any Zebra Entity being in the form agreed  between the Parties.  "Organisational  Documents"    means,  with  respect  to  any  Person,  the  certificate  of  incorporation,  articles  of  incorporation,  articles  of association, status, by-laws,  partnership                                                                                         15 





 






                                                                                          agreement  or  other equivalent arrangement,  in  each  case  as  applicable  in  such  Person's  jurisdiction of incorporation.  "Outstanding Amount" means on any Monthly Calculation Date with respect to any Assigned  Receivables,  any  amount  remaining  owed  by  the  relevant  Debtor  as indicated by  the  Centralising Agent in the Aggregate Electronic File as of the preceding Monthly Cut-Off Date.  "Outstanding Deposit by Currency" means, on any date, an amount denominated in    each  Relevant Currency and per Seller equal on such date to (A) the relevant Initial Deposit, plus (B)  any relevant Deposit Complementary Amount by Currency paid by the relevant Depositor to  the Deposit Beneficiary and credited to the applicable Cash Collateral Account in accordance  with Clause 14.2, less (C) any relevant Deposit Refund repaid by the Deposit Beneficiary to the  relevant Depositor in accordance with Clause 14.4, less (D) any amount applied by the Deposit  Beneficiary in accordance with Clause 14.3.  "Parent Group"  means, on any  date, the group of companies composed of the Sellers, the  Parent Company, the Servicers, the Centralising Agent and their respective Subsidiaries.  "Parent Undertaking" means the undertaking agreement governed by New York law entered  into on the Signing Date by the Parent Company as provider and the Purchaser as recipient.  "Party" means any party to this Agreement on the Signing Date and on any Accession Date,  together with their successors and assigns.  "Performance Triggers" means the Stop Purchase Events set forth in item (p) of the definition  of Stop Purchase Event.  "Perimeter" means the list set up on the Signing Date by the Programme Manager and the  Initial Sellers as such list may be changed from time to time in accordance with Clause 5 that  sets forth:           each Debtor identified by the Programme Manager as being an Eligible Debtor; and           the Relevant Currency Debtor Limit identified by the Programme Manager for each           such Debtor.  "Perimeter Date" means the date falling 10 Business Days before any Monthly Cut-Off Date  (other than the Initial Monthly Cut-Off Date, in respect of which the Perimeter will be the Initial  Monthly Reporting Date) (or any other date agreed in writing between the Centralising Agent,  the Purchaser, the Programme Manager and the Programme Agent).  "Perimeter Reduction Notice" has the meaning ascribed to such term in Clause 5.3.  "Person" means   an individual,  corporation  (including  a business trust), partnership,  limited  liability company, joint venture, association, joint stock company, trust (including any beneficiary  thereof),  unincorporated  association  or  government  or  any  agency  or  political  subdivision  thereof.  "Programme"   means  the  trade  receivables sale Programme set up  by  the  Arranger  at  the  request of the Zebra Entities to which this Agreement relates.  "Programme Agent Fee" means a global annual fee of EUR 50,000 (plus VAT).  "Programme Maximum Amount" means, at any time, an amount in Euro equal to the sum of  (i) the  sum  determined  on  the  same  date  of the  Maximum Purchaser Funding  Amount  by  Currency in relation to Assigned Receivables of each Relevant Currency at their Applicable  Currency Equivalent for those other than Euro and (ii) the sum determined on the same date of  the Required Support Amount Month M by Relevant Currency of each Relevant Currency at  their Applicable Currency Equivalent for those other than Euro.  "Programme Purchaser Maximum Funding Amount" means EUR 150,000,000.  "Programme Termination Notice" has the meaning ascribed to such term in Clause 7.2.  "Purchase Date" means:            for any Seller making  its first sale of Receivables hereunder, in respect of Eligible           Receivables that qualify as Existing Receivables and Existing New Receivables the           applicable Initial Purchase Date,                                                                                         16 





 






                                                                                                   for  all  Sellers making  a  second  or  subsequent  sale  of  Receivables  hereunder,  in           respect of Eligible Receivables that qualify as Existing Receivables or Existing New           Receivables that are:           (i)    owed  to  any  Applicable  Seller  by  any  new Included Debtor,  the  Monthly                  Payment  Date  following  the  Perimeter  Date  on  which  such  new Included                  Debtors have been included in the Perimeter,            (ii)   Excess Receivables which have been reassigned to the Applicable Seller or                  the purchase for which has been rescinded in accordance with Clause 8.2,                  the Monthly  Payment  Date  following  the  sending  of  the  relevant  Returned                  Electronic File,           in respect of Eligible Receivables that qualify as Existing Receivables and Existing           New  Receivables  and which  have  not  been  assigned  to  the  Purchaser  as  Future           Receivables  on a preceding  Monthly  Reporting  Date  as  a  consequence  of  the           Purchaser  refusing  an  Offer  in  accordance with  Clause 6.2, the  Monthly  Payment           Date  following  the date on  which  an  Offer  listing  such  Existing  Receivables  and           Existing New Receivables has been accepted by the Purchaser in accordance with           Clause 6.2,           in respect of Eligible Receivables that qualify as Future Receivables, the date stated           in the relevant Local Receivables Purchase Agreement.  "Purchase Limits" has the meaning ascribed to such term in Clause 5.1.  "Purchaser Accounts" means:            the EUR account referenced [**************] (IBAN) and BSUIFRPP (BIC), opened in           the books of CA-CIB in the name of the Purchaser;            the USD account referenced [**************] (IBAN) and BSUIFRPP (BIC), opened in           the books of CA-CIB in the name of the Purchaser;            the GBP account referenced [**************] (IBAN) and BSUIFRPP (BIC), opened in           the books of CA-CIB in the name of the Purchaser; and           the AUD account referenced [**************] (IBAN) and BSUIFRPP (BIC), opened in           the books of CA-CIB in the name of the Purchaser,   or such other accounts the details of which will have been notified from time to time in writing  by the Purchaser to the relevant Seller.  "Purchase Price" has the meaning ascribed to such term in Clause 7.1.  "Receivable" means any receivable that confers the right to receive payment of an amount  owed under a Contract, costs and any other amounts due in connection with such receivable  in accordance with a Contract, including for the avoidance of doubt, any late payment interest  accrued on any unpaid interest amounts.  "Receivables Indemnity" has the meaning ascribed to such term in Clause 8.  "Records"  means,  in  respect  of  each  Receivable,  all  Contracts  entered  into  between  any  Debtor  and  the Applicable  Seller,  correspondence,  notes  of  dealings  and  other  documents,  books, records and other information (including bills of lading if any, data processing software  and related property and rights) maintained with respect to such Assigned Receivable, related  Debtor and related Collections.  "Recovery Fee" has the meaning ascribed to such term in Clause 10.6.1.  "Recovery Fee Rate" means 1% multiplied by DSO divided by 360.  "Related Rights" means, with respect to any Receivable, all of the creditor's rights, privileges,  interests, benefits and claims of any nature whatsoever relating to that Receivable under the  Contract from which the Receivable arises (including any Receivables Indemnity and any late  payment interest that may be due) (other than Related Security).  "Related Security" means with respect to any Receivable:           all interest of the Applicable Seller in any goods (including returned goods) relating to           any sale giving rise to such Receivable;                                                                                         17 





 






                                                                                                   all Liens related thereto and property subject thereto purporting to secure payment of           such Receivable; and           all guarantees, insurance and other arrangements of whatever character supporting           or  securing  payment  of  such  Receivable  whether  pursuant  to  the Contract  or           otherwise.   "Relevant Currency" means Euro, GBP, AUD or USD.  "Relevant Currency Debtor Limit" means at any time and in respect of any Eligible Debtor,  the  maximum  aggregate  amount  in  any  Relevant  Currency  of  outstanding  Assigned  Receivables,  in  such  Relevant Currency,  owed  by  such  Eligible  Debtor,  as  set  out for  the  Debtors referred to in limb (a) of the definition of Included Debtors in the most recent Perimeter  and for the Debtors referred to in limb (b) of the definition of Included Debtors, the applicable  Debtor Country Limit.  "Relevant Jurisdiction" means, with respect to a Party, the jurisdictions:           in which the Party is incorporated, organised, managed and controlled or considered           to have its seat;           where an office through which the Party is acting for the purposes of the Programme           is located; and           in relation to any payment, from or through which such payment is made by that Party.  "Relevant  Nominating  Body"  means  any  applicable  central  bank,  regulator  or  other  supervisory  authority  or  a  group  of them,  or  any  working  group  or  committee  sponsored or  chaired by, or constituted at the request of, any of them or the Financial Stability Board.  "Replacement Benchmark" means a benchmark rate which is:            formally designated, nominated or recommended as the replacement for a Screen           Rate by:           (i)    the administrator of that Screen Rate (provided that the market or economic                  reality that such benchmark rate measures is the same as that measured by                  that Screen Rate); or           (ii)   any Relevant Nominating Body,           and if replacements have, at the relevant time, been formally designated, nominated           or recommended under both paragraphs, the "Replacement Benchmark" will be the           replacement under paragraph (ii) above;            in  the  opinion  of  the Programme Manager  and  the  Parent  Company,  generally           accepted in the international or any relevant domestic syndicated loan markets as the           appropriate successor to a Screen Rate; or            in the opinion of the Programme Manager and the Parent Company, an appropriate           successor to a Screen Rate.  "Repurchase Notice" has the meaning ascribed to such term in Clause 9.1.  "Required Support Amount Month M by Relevant Currency" has the meaning ascribed to  such term in Error! Reference source not found..  "Retransfer Amount" has the meaning ascribed to such term in Clause 9.2.  "Retransfer Document" means a document executed by the Purchaser and a Seller in relation  to Assigned Receivables to be retransferred pursuant to Clause 9.3 in the form and manner set  out in the applicable Local Receivables Purchase Agreement.  "Retransferred Receivable" has the meaning ascribed to such term in Clause 8.2.1(A).  "Returned Electronic File" has the meaning ascribed to such term in Clause 8.2.4.  "Revolving Period" means the period commencing on (and including) the Initial Purchase Date  and ending on (and including) the Revolving Termination Date.  "Revolving Termination Date" means the earlier of:           the 5th anniversary of the Signing Date;                                                                                         18 





 






                                                                                                   the date on  which  the  Revolving  Period is terminated  by  delivery  of  a  Revolving           Termination Notice pursuant to Clause 4;           the date on  which the  Purchaser  has  received a Programme Termination  Notice           pursuant to Clause 7.2; or           the date on which a Termination Notice is delivered in accordance with Clause 19.1.  "Revolving Termination Notice" means any written notice terminating the Revolving Period  which has been delivered in accordance with Clause 4.  "Sanctioned Jurisdiction" means any country or territory that is the subject of comprehensive  Sanctions broadly restricting or prohibiting dealings with, in or involving such country or territory  (currently, Iran, Cuba, Syria, North Korea and the Crimea region of Ukraine).  "Sanctioned  Person”  means  any  individual  or  entity  (a)  identified  on  a  Sanctions  List,  (b)  organised, domiciled or resident in a Sanctioned Jurisdiction, or (c) otherwise the subject or  target of any Sanctions, including by reason of ownership or control by one or more individuals  or entities described in clauses (a) or (b).  "Sanctions"  means  any  economic  or  financial  sanctions  or  trade  embargoes  imposed,  administered  or  enforced  by  (a)  the  United States  (including  OFAC  and  United  States  Department of State), (b) the United Nations Security Council, (c) the European Union or any  member  state,  (d)  the  United  Kingdom  (including  Her  Majesty’s  Treasury),  or  (e)  any  other  applicable jurisdiction.  "Sanctions List" means  any list of designated individuals or entities that are  the subject of  Sanctions,  including  (a)  the  Specially  Designated  Nationals  and  Blocked  Persons  List  maintained by OFAC, (b) the Consolidated United Nation Security Council Sanctions List, (c)  the  consolidated  list  of  persons,  groups  and  entities  subject  to  EU  financial  sanctions  maintained  by  the  European  Union  or  any  member  state  and  (d)  the  Consolidated  List  of  Financial Sanctions Targets in the United Kingdom maintained by Her Majesty’s Treasury.  "Screen Rate Replacement Event" means in relation to a Screen Rate:           the methodology, formula or other means of determining that Screen Rate has, in the           opinion of the Programme Manager and the Parent Company, materially changed;                      (i)                     (1)    the  administrator  of  that  Screen  Rate  or  its  supervisor  publicly                        announces that such administrator is insolvent; or                  (2)    information is published in any order, decree, notice, petition or filing,                        however  described,  of  or  filed  with  a  court,  tribunal,  exchange,                        regulatory authority or similar administrative, regulatory or judicial body                        which reasonably confirms that the administrator of that Screen Rate                        is insolvent,                  provided that, in each case, at that time, there is no successor administrator to                 continue to provide that Screen Rate;            (ii)   the administrator of that Screen Rate publicly announces that it has ceased                  or will cease, to provide that Screen Rate permanently or indefinitely and, at                  that  time,  there  is  no  successor  administrator  to  continue  to  provide  that                  Screen Rate;            (iii)  the supervisor of the administrator of that Screen Rate publicly announces                  that  such  Screen  Rate  has  been  or  will  be  permanently  or  indefinitely                  discontinued; or           (iv)   the administrator of that Screen Rate or its supervisor announces that that                  Screen Rate may no longer be used; or           (v)    the administrator of that Screen Rate determines that that Screen Rate should                  be  calculated  in  accordance  with  its  reduced  submissions  or  other                                                                                         19 





 






                                                                                                          contingency or fallback policies or arrangements and the circumstance(s) or                  event(s)  leading  to  such  determination  are  not  (in  the  opinion  of  the                  Programme Manager and the Parent Company) temporary; or           in the opinion of the Programme Manager and the Parent Company, that Screen Rate           is otherwise no longer appropriate for the purposes of calculating interest under this           Agreement.  "Secured Collection Account" means a Collection Account which is subject to a Collection  Account Security Document.  "Servicing Duties" has the meaning ascribed to such term in Clause 10.1.  "Servicing Fee" has the meaning ascribed to such term in Clause 10.6.1.  "Servicing Fee Rate" means 1% multiplied by DSO divided by 360.  "Servicing Mandate" has the meaning ascribed to such term in Clause 10.1.  "Seller" means (i) the Initial Sellers and (ii) each Additional Seller in its capacity as seller.  "Seller Deterioration Event" means all or any part of the property, business, undertakings,  assets or revenues of a Seller having been attached as a result of any distress, execution or  diligence being levied or any encumbrancer taking possession, any or similar attachment and  such attachment or possession, is reasonably likely to materially prejudice the ability of a Seller  to observe or perform its obligations under the Transaction Documents or the enforceability or  collectability of the Assigned Receivables.  "Seller Ratio" has the meaning ascribed to such term in Clause 20.4.  "Servicer" means  (i)  the  Initial  Servicers  and  (ii)  each  Additional  Seller  in  its  capacity  as  servicer.  "Servicer Report" means the report in the form agreed between the Parties.  "Servicing Mandate" has the meaning ascribed to such term in Clause 10.1.  "Signing Date" means ____ April 2020.  "Singapore  Local  Receivables  Purchase  Agreement"    means   the  agreement  entitled  "Singapore - Local  Receivables  Purchase  Agreement"  entered  into  on  the  Signing  Date  between the Singapore Seller, the Centralising Agent, the Programme Manager and Arranger,  the Programme Agent and the Purchaser.   "Singapore Seller" means (i) the Initial Seller incorporated in Singapore and listed in Error!  Reference source not found.   (Error! Reference source not found.) of Error! Reference  source  not  found. and  (ii)  any  other  entity  established  in Singapore and  belonging  to  the  Parent Group and which has acceded as Additional Seller to the Programme.  "Spot Rate Exchange" means:           means  the  spot rate  of  exchange  obtainable  by  the Programme Agent  or  the           Programme Manager for the purchase of GBP with EUR in the Euro foreign exchange           market on or about 11:00 am on any Business Day;           means  the  spot  rate  of  exchange  obtainable  by  the Programme Agent  or the           Programme   Manager  for  the  purchase  of  USD  with  EUR  in  the  London  foreign           exchange market on or about 11:00 am on any Business Day;           means  the  spot  rate  of  exchange  obtainable  by  the Programme Agent  or  the           Programme   Manager  for  the  purchase  of  AUD  with  EUR  in  the  London  foreign           exchange market on or about 11:00 am on any Business Day.  "Stop Purchase Event" means each of the following events:           any Zebra Entity fails to make any payment under any Transaction Document to which           it is a party, when due, unless such failure is caused by an administrative or technical           error and is remedied within 2 Business Days from the due date;           any Zebra Entity fails to perform or observe any term, covenant, obligation, agreement           or reporting duty contained in any Transaction Document (other than an obligation           referred to specifically in Paragraph (a) above and any paragraph below) to which it                                                                                         20 





 






                                                                                 is  a  party,  unless  such  failure  (if  capable  of  remedy to  the  satisfaction  of  the  Purchaser) is remedied within 10 Business Days after the earlier of (i) the date on  which it receives a notice requiring the same to be remedied before the expiry of such  period and (ii) the date on which it becomes aware of such default;  any representation or warranty made or deemed made by a Zebra Entity under or in  connection  with  any  Transaction  Document  proves to  have  been inaccurate  or  misleading when  made  or  deemed  to  be  made,  and  such inaccuracy continues  unremedied (if capable of being remedied to the satisfaction of the Purchaser) for a  period of 10 Business Days after the earlier of (i) the date on which such Zebra Entity  receives a notice requiring the same to be remedied before the expiry of such period  and (ii) the date on which it becomes aware that the representation or warranty was  inaccurate or misleading when made or deemed to have been made;  it is or becomes unlawful for any Zebra Entity to perform any of its obligations under  the Transaction Documents;  any Transaction Document (including any offer or acceptance notice), is terminated  or becomes invalid, illegal or unenforceable or ceases to be capable of performance  pursuant to its terms and this continues unremedied (if capable of being remedied to  the satisfaction of the Purchaser) for a period of 10 Business Days after the earlier of  (i) the date on which the relevant Zebra Entity receives a notice requiring the same to  be remedied before the expiry of such period and (ii) the date on which it becomes  aware that such Transaction Document (including any offer or acceptance notice), is  terminated or becomes invalid, illegal or unenforceable or ceases to be capable of  performance pursuant to its terms;  a Change of Control occurs with respect to a Seller or a Servicer;  the occurrence of any change in the legal form, status, Organisational Documents or  business  of any  Zebra  Entity,  which  may  have  a  Material  Adverse  Effect,  which  continues  unremedied  (if  capable  of  being  remedied  to the  satisfaction  of  the  Purchaser) for a period of 10 Business Days after the earlier of (i) the date on which  the relevant Zebra Entity receives a notice requiring the same to be remedied before  the expiry of such period and (ii) the date on which it becomes aware that such event  has occurred;  any Seller, Servicer or the Parent Company or any third party, directly or indirectly,  repudiates  or  challenges  (or  initiates  legal  proceedings  for  this  purpose)  the  effectiveness, validity, binding effect or enforceability of any Transaction Document  (including any offer or acceptance notice);  any Zebra Entity ceases, suspends or states its intention to cease or suspend, all or  a substantial part of its business or activities;  any amount with respect to a Financial Indebtedness of any Zebra Entity where such  Financial Indebtedness is more than USD 50,000,000 (or its equivalent in any other  currency or currencies) in aggregate is not paid when due nor within any originally  applicable grace period;  any Financial Indebtedness of any Zebra Entity where such Financial Indebtedness  is more than USD 50,000,000 (or its equivalent in any other currency or currencies)  is declared to be or otherwise becomes due and payable prior to its specified maturity  as a result of an event of default (howsoever described);  a Seller fails to sell Eligible Receivables in accordance with Clause 6 (other than a  failure which is attributable to the action or omission of the Purchaser);  any  event  which  has a  Material  Adverse  Effect  on any  Zebra  Entity occurs and  continues  unremedied  (if  capable  of  being  remedied  to  the  satisfaction  of  the  Purchaser) for a period of 10 Business Days after the earlier of (i) the date on which  the relevant Zebra Entity receives a notice requiring the same to be remedied before  the  expiry  of  such  period  and  (ii)  the  date  on  which  it  becomes  aware  that  such  Material Adverse Effect has occurred;  any Zebra Entity is Insolvent or is subject to Insolvency Proceedings;                                                                                21 





 






                                                                                                   (i) one or more final judgments for the payment of money are entered against a Seller           or (ii) one or more final judgments for the payment of money in an amount in excess           of USD  50,000,000 (or  its  equivalent  in  any  other  currency),  individually  or  in  the           aggregate, are entered against a Servicer on claims not covered by insurance or as           to which the insurance carrier has denied its responsibility, and such judgment shall           continue unsatisfied and in effect for sixty (60) consecutive days without a stay of           execution; and           any of the following events occurs, on any Monthly Calculation Date:           (i)    (x)  with  respect  to  the  English  Seller  and  the  Singapore  Seller  on  a                  consolidated  business,  the  applicable  aggregate  DSO  (calculated  in                  accordance  with paragraph (g)  of the  definition  of  DSO  on an  aggregated                  basis) is greater than 55 days or (y) with respect to any Additional Seller, the                  applicable DSO is greater than the relevant number or days set-out in the                  relevant Accession Letter; or           (ii)   the arithmetic mean of the Delinquent Ratio for such Monthly Calculation Date                  and each of the two prior Monthly Calculation Dates is greater than 1.25%; or           (iii)  the arithmetic mean of the Default Ratio 3M for such Monthly Calculation Date                  and each of the two prior Monthly Calculation Dates is greater than 1%; or           (iv)   the arithmetic mean of the Dilution Ratio for such Monthly Calculation Date                  and each of the two prior Monthly Calculation Dates is greater than 32.5%.  "Subsidiary" means in respect of any Person of which more than 50 % of the total voting power  of shares or stock or other ownership interests entitling (without regard to the occurrence of any  contingency) to vote in the election of directors, managers or trustees thereof is at the time  owned  or  controlled,  directly  or  indirectly,  by  such  Person  or  one  or  more  of the  other  Subsidiaries of that Person or a combination thereof.  "Substitute Servicer" means any substitute servicer which may be appointed by the Purchaser  in substitution for any or all Servicers in accordance with the Transaction Documents.  "TARGET  Day"  means   any  day  on which  the  Trans-European  Automated  Real-time  Gross  Settlement Express Transfer payment system number two   (TARGET2)   (or any replacement  infrastructure) is open for the settlement of payments in Euro.  "Tax" or "Taxes" means any form of taxation, levy, duty, charge, contribution, withholding or  impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed,  collected or assessed by, or payable to, any tax authority.  "Termination  Notice" means  a notice stating that  a  Stop  Purchase  Event  has  occurred is  delivered pursuant to Clause 19.1.  "Transaction  Document"   means   any  and  each  of: (i) this  Agreement, (ii) any Local  Receivables  Purchase  Agreement, (iii) the  Collection  Account  Security  Documents; (iv) any  Form of Assignment; (v) any Aggregate Electronic File, (vi) the Parent Undertaking (vii) the  Inter-Creditor Agreement and (viii) any and all other agreements and other documents relating  to, or delivered in connection with, any of the foregoing.  "VAT" means (i) any tax imposed in compliance with the Council Directive 2006/112/EC of 28  November 2006 amended on the common system of value added tax, (ii) any other tax of a  similar fiscal nature, whether imposed in a member state of the European Union in substitution  for, or in addition to, such tax, or imposed elsewhere and (iii) any similar taxes imposed on the  sale of goods and services in any applicable jurisdiction.   "Zebra Entities" means any of the Sellers, Servicers, the Centralising Agent and the Parent  Company.   Interpretation  Unless otherwise expressly provided in any Transaction Document:  1.2.1    where an obligation (including, in particular, a payment) is expressed to be performed           on  a  date which  is  not  a Business  Day,  such  date  shall  be  postponed to  the  first           following day that is a Business Day unless that day falls in the next calendar month           in which case that date will be the preceding day that is a Business Day;                                                                                         22 





 






                                                                                          1.2.2    any reference to a Clause, Paragraph, Schedule or an Appendix shall be construed           as  a  reference  to  a  clause,  paragraph,  part,  section,  chapter,  schedule,  recital  or           appendix of such Transaction Document;  1.2.3    any Schedule or Appendix to a Transaction Document forms part of such Transaction           Document  and  shall  have  the  same  force  and  effect  as  if  the  provisions  of  such           Schedule or Appendix were set out in the body of such Transaction Document. Any           reference to an Transaction Document shall include any such Schedule or Appendix;  1.2.4    headings and the table of contents in each Transaction Document are for ease of           reference only;  1.2.5    any reference in the Transaction Documents to:           (A)    any agreement or other deed, arrangement or document shall be construed                  as a reference to the relevant agreement, deed, arrangement or document as                  the same may have been, or may from time to time be, replaced, extended,                  amended,  varied,  supplemented  or  superseded,  and  where  a Transaction                  Document   refers  to  a  term  defined  in  an  agreement  so  amended,                  supplemented or novated, such reference shall be construed as a reference                  to such term as its definition has been amended, varied or otherwise modified                  in connection with, or as a result of, such agreement having been amended,                  supplemented or novated;           (B)    any statutory provision or legislative enactment shall be deemed also to refer                  to  any  re-enactment,  modification  or  replacement  and  to  any  statutory                  instrument,  order  or  regulation  made  thereunder  or  under  any  such  re-                 enactment;            (C)    any  party  to  the Transaction  Documents shall  include  references  to  its                  successors,  permitted  assignees  and  any  person  deriving  title  under  or                  through it; and           (D)    a [jurisdiction] Seller shall be construed as a reference to the relevant Initial                  Seller established  in  the  said  [jurisdiction]  and,  if  an  Additional  Seller                  established in the same jurisdiction accedes to the Programme after the date                  hereof, as from the relevant Accession Date to the relevant Initial Seller and                  the relevant Additional Seller;  1.2.6    any reference to an hour of the day shall be a reference to Paris time;   1.2.7    for  the purposes  of  determining  a  period  of  time  and  unless  expressly  otherwise           provided, any reference to the terms "from ... to ..." or "commencing on ... and ending           on ..." shall be construed as a reference to the terms "from (and including) ... to (but           excluding) ..." and "commencing on (and including) ... and ending on (but excluding)           ...", respectively.  1.2.8    all  references  made  in  the Transaction  Documents to  a  day  are  references  to  a           calendar day;  1.2.9    any reference to the Centralising Agent shall be a reference to the Centralising Agent           acting on behalf of each Applicable Seller;  1.2.10   period of days referred to in each Transaction Document shall be counted in calendar           days unless Business Days are expressly prescribed;  1.2.11   words denoting the singular number shall  include the plural number also and vice           versa;  1.2.12   all references made in the Transaction Documents to the Purchaser, any Seller, any           Servicer, or the Parent Company acting in one capacity are references to such party           acting in any other capacity whatsoever;  1.2.13   any reference to a "law" includes common or customary law  and any constitution,           statute, decree, judgment, legislation, order, ordinance, regulation, by-law, treaty or           other legislative measure in any jurisdiction or any directive, regulation, request or           requirement or  any  other  legislative  measure  of  any  government,  supranational           institution, local government, statutory or regulatory body or court (including double           taxation agreements and EU law, published practice or concession of any relevant                                                                                         23 





 






                                                                                                                 taxing authority) (in each case, whether or not having the force of law but, if not having                  the  force  of  law,  only  if  the  compliance  with  such  directive  is  in  accordance  with                  general practices of persons to whom the directive, regulation, request or requirement                  would apply);         1.2.14   "Euro", "EUR", "euro" and  the  symbol  €  means  the  currency  of  the  participating                  member  states  of  the  European  Union  as  defined  in  Council  Regulation (EC)  No.                  974/98 on the introduction of the Euro, passed on 3 May 1998;          1.2.15   "$", "USD" and "dollars" denote the lawful currency of the United States of America;         1.2.16   "A$", "AUD"   and  "Australian  dollars" denote  the  lawful  currency  of  the                  Commonwealth of Australia;         1.2.17   "£", "GBP" and "British pound sterling" denote the lawful currency of the United                  Kingdom;         1.2.18   "control" or "controlled" means  the  ownership  of  more  than  50%  of  the  voting                  securities or other voting interests in any entity or the possession, directly or indirectly,                  of the power to direct or cause the direction of the management and policies of such                  entity, whether through the ownership of voting securities, by contract or otherwise;                  and         1.2.19   the words herein, hereof and hereunder and other words of similar impact, when used                  in a Transaction Document, refer to such Transaction Document as a whole.  2.     PURPOSE         The  Parties  hereto  acknowledge  and  agree  that  the  Purchaser  will  purchase  Receivables         subject to the terms of this Agreement and:         2.1.1    in  respect  of  Receivables originated  by  the English Seller,  the English Local                  Receivables Purchase Agreement;         2.1.2    in respect  of Receivables  originated by the Singapore Seller, the Singapore Local                  Receivables Purchase Agreement; and          2.1.3    in  respect  of  Receivables  originated  by  any  Additional  Seller,  the  relevant  Local                  Receivables Purchase Agreement.          The purpose of this Agreement is to provide for certain general common terms in relation to the         Programme   which  shall  apply  to  each Local  Receivables  Purchase  Agreement by  way  of         incorporation by reference and in particular to establish:         2.2.1    the general common terms under which the Receivables will be transferred by each                  Seller to the Purchaser and serviced and administered by each Servicer on behalf of                  the Purchaser;         2.2.2    the general eligibility criteria applicable to all Receivables assigned by each Seller to                  the Purchaser under the Programme;         2.2.3    the conditions precedent applicable to any purchase of Receivables and the payment                  of the Purchase Price thereof by the Purchaser;          2.2.4    the representations and warranties to be given by the Sellers, the Servicers and the                  Parent Company and certain covenants to be given by the Sellers and the Servicers;                  and         2.2.5    certain events which may lead to the termination of the Programme.   3.     COMMON TERMS          Application of Common Terms         Save  as  provided  in  Clauses 3.2 and 3.3 below,  the  provisions  set out  in  this  Agreement         (including  in its Schedules (the "Common  Terms"),  shall  be  incorporated  by  reference  into         each Local Receivables Purchase Agreement, the Parent Undertaking and, as the case may         be, in each Collection Account Security Document and, accordingly, shall apply thereto as if         such terms were expressly set out in each such document.          Disapplication or variation                                                                                                24 





 






                                                                                                        By way of exception to Clause 3.1, the parties to any Local Receivables Purchase Agreement         and/or any  Collection Account  Security  Document may  expressly  agree  in  any Local         Receivables  Purchase  Agreement, the  Parent  Undertaking, and/or any Collection  Account         Security Document to dis-apply, amend or supplement, any Common Term.          Conflict         If a provision of a Local Receivables Purchase Agreement and/or a Collection Account Security         Document  and/or the Parent Undertaking is inconsistent with any  provision of the Common         Terms,  the  provision  of such Local Receivables  Purchase  Agreement, Collection  Account         Security Document or Parent Undertaking (as applicable) will prevail.   4.     PERIODS AND COMMITMENTS          During the Revolving Period, on each Purchase Date each Seller shall sell to the Purchaser,         the Eligible Receivables owned by the Seller in respect of each Eligible Debtors identified in the         most  recent  Perimeter and  which the  Purchaser may  accept  or  refuse to  purchase  in         accordance with Clause 6.2.          The Purchaser may terminate the Revolving Period (and the Amortisation Period shall start):          4.2.1    at any time by delivering a Revolving Termination Notice to the Centralising Agent                  (with the Programme Agent and the Programme Manager copied); and/or          4.2.2    upon delivering a Termination Notice to the Centralising Agent (with the Programme                  Agent and the Programme Manager copied) pursuant to Clause 19.1.          The Centralising Agent may terminate the Revolving Period (and the Amortisation Period shall         start):          4.3.1    at any time by delivering a joint Revolving Termination Notice to the Purchaser (with                  the Programme Agent and the Programme Manager copied); and          4.3.2    by delivering a Programme Termination Notice in accordance with Clause 7.2.          During the Amortisation Period, the Sellers shall cease to sell, and the Purchaser shall no longer         purchase, Receivables.   5.     PURCHASE LIMITS AND PERIMETER          Purchase Limits         Subject to and in accordance with Clause 6.2, the commitment of the Purchaser to purchase         Eligible Receivables under the Programme shall, at any time, be limited to the following limits         (the "Purchase  Limits") (i)  the Programme Maximum  Amount   (which  itself  depends  on,         amongst other items, the Programme Purchaser Maximum Funding Amount), (ii) the Maximum         Amount by Currency (which itself depends on, amongst other items, the Maximum Purchaser         Funding Amount by Currency) and (iii) the applicable Relevant Currency Debtor Limit.          Modification of the Perimeter          5.2.1    The Purchaser  may  from  time  to  time, (i)  decrease  any  or  all Relevant  Currency                  Debtor  Limits and/or  exclude  any  Debtor  from  the  Perimeter in  accordance  with                  Clause 5.3 and/or (ii) if requested by the Centralising Agent, add any Debtor to the                  Perimeter  or  increase  the  then  applicable Relevant  Currency  Debtor  Limit in                  accordance with Clause 5.4.          5.2.2    Each Perimeter which has been updated on any Perimeter Date in accordance with                  Clause  21.1 will replace  the  existing  Perimeter.  If  no  updated  Perimeter  is                  communicated  by  the  Programme   Agent,  the  existing  Perimeter  shall  remain                  applicable.          Exclusion of Debtors and Reduction of Debtors Limit(s)                                                                                                25 





 






                                                                                          5.3.1    Subject  to  sub-clauses 5.3.3 to 5.3.5,  the Purchaser may  at  any  time  subject  to           5 Business Days' prior notice sent to the Centralising Agent, reduce on any Perimeter           Date  any Relevant  Currency  Debtor  Limit and/or  remove  any Debtor(s) from  the           Perimeter (a "Perimeter Reduction Notice") and such change(s) shall have effect           (subject to Clause 5.3.3 and 5.3.4) from the Perimeter Date immediately following the           date of the Perimeter Reduction Notice.   5.3.2    The  Purchaser  shall  also,  to  the  extent  not  prohibited  by  Applicable  Laws  or           regulations relating to banking secrecy rules or confidentiality agreements binding on           the Purchaser, the Programme  Manager  and/or the Programme  Agent provide the           Centralising  Agent with  the  reasons  for  the  reduction  of  such Relevant  Currency           Debtor Limit and/or such removal of Debtor(s) from the Perimeter.   5.3.3    At the request of the relevant Applicable Seller within 7 Business Days of receipt of a           Perimeter  Reduction  Notice, a 10 Business  Days consultation  period  shall open           (the "Consultation  Period")  during  which  the  Parties  shall use  their  reasonable           endeavours to reach a mutually acceptable solution.    5.3.4    If an agreement is reached during such Consultation Period, the Perimeter and/or the           Relevant Currency Debtor Limit as agreed between the Parties will apply as from the           immediately  following  Perimeter  Date  (unless otherwise  agreed  between  the           Programme Manager, the Purchaser and the Centralising Agent) and the Programme           Manager shall notify the Programme Agent accordingly.    5.3.5    If no agreement is reached during the Consultation Period, the Programme Manager           shall modify the Perimeter and/or the applicable Relevant Currency Debtor Limit in           accordance with the notice delivered by the Purchaser pursuant to Clause 5.3.1 as           from  the  Perimeter  Date immediately  following  the  Consultation  Period and  the           Programme Manager shall notify the Centralising Agent and the Programme Manager           accordingly.   Addition  of  Debtors  to  the  Perimeter and modification of Relevant  Currency  Debtor  Limits   5.4.1    The Centralising Agent may deliver a notice to the Programme Manager requesting           the  addition  of  new  Debtors  to  the  Perimeter and/or  the modification of Relevant           Currency Debtors Limits.    5.4.2    The Programme Manager shall accept or reject such request in its sole and absolute           discretion by sending an email to the Centralising Agent by no later than 10 Business           Days after receipt of a request in accordance with Clause 5.4.1 above. Any absence           of answer within such timeframe from the Programme Manager to a notice requesting           the addition of new Debtors to the Perimeter and/or the modification of the Relevant           Currency Debtor Limit shall be deemed to be a rejection of the request.    5.4.3    If such request is accepted by the Programme Manager, the Perimeter and/or the           applicable Relevant Currency Debtor Limit shall be modified as from the Perimeter           Date immediately following the date of the email sent by the Programme Manager           under Clause 5.4.2 (unless otherwise agreed between the Programme Manager, the           Purchaser and the Centralising Agent) and the Programme Manager shall notify the           Programme Agent accordingly.   5.4.4    The Centralising  Agent shall provide  the Programme Manager with  all  information           required by the Programme Manager in relation to such new Debtors to be included           in the Perimeter and/or the Relevant Currency Debtor Limits.   5.4.5    Any request for the modification of the Perimeter and/or the Relevant Currency Debtor           Limits made by the Centralising Agent shall be binding on all Sellers and the Parent           Company.                                                                                         26 





 






                                                                                                 6.     PURCHASE PROCEDURE          Offer of Receivables          6.1.1    General                  (A)    Each Seller shall offer to the Purchaser, in accordance with Clause 6.1.1(B)                         below, all Eligible  Receivables owned  by such Seller  in  respect  of  each                         Eligible  Debtors identified  in  the  most  recent  Perimeter which  have  not                         already  been  assigned  to  the  Purchaser  and in  respect  of which  the                         assignment has not been rescinded in accordance with this Clause 8.2.                  (B)    Each  offer which  is  made by sending  by specific  exchange  protocol  an                         Aggregate Electronic File and/or a Form of Assignment (an "Offer") to the                         Programme Agent (acting on behalf of the Purchaser) and such delivery shall                         be  an  irrevocable  offer  by  the  Applicable  Seller  to  sell  to  the  Purchaser,                         pursuant to and in accordance with this Agreement and the applicable Local                         Receivables Purchase Agreement, each Receivable referred to in such Offer                         on its relevant Purchase Date.                  (C)    Without  prejudice  to  Clause 11,  each  Applicable  Seller  shall  have  sole                         responsibility  for  determining  that  each  Receivable  that  it  offers to  sell,                         transfer or assign to the Purchaser is an Eligible Receivable on the applicable                         Eligibility Test Date.          6.1.2    Initial Monthly Reporting Date                  The sending by the Centralising Agent on the relevant Initial Monthly Reporting Date                  of an Aggregate Electronic File and/or Form of Assignment to the Programme Agent                  shall constitute an offer to sell, transfer or assign to the Purchaser, on the applicable                  Initial Purchase Date:                  (A)    any and all Existing Receivables;                  (B)    any and all Existing New Receivables; and                  (C)    all Future Receivables,                  in  each  case  as identified by  the Centralising  Agent in the  relevant Aggregate                  Electronic File.          6.1.3    Monthly Reporting Date (other than the Initial Monthly Reporting Date)                  On any Monthly Reporting Date (other than the Initial Monthly Reporting Date), the                  Centralising  Agent,  acting  on  behalf  of  the  Applicable  Seller,  shall  deliver  to the                  Purchaser (with a copy to the Programme Agent):                  (A)    by  no  later  than  noon (Paris time),  a  Servicer  Report  duly  completed  by                         reference  to  the  Collection  Period  immediately  preceding  such  Monthly                         Reporting Date;                   (B)    by no later than noon (Paris time), a duly completed Form of Assignment or                         Aggregate  Electronic  File  (as  specified  in  the  relevant Local  Receivables                         Purchase  Agreement)  which  shall  constitute  an  Offer  to  the  Purchaser  to                         purchase, on the applicable Purchase Date, any and all Existing Receivables                         (if any), all Existing New Receivables (if any) and all Future Receivables of                         the Applicable Seller(s) as identified in the relevant Form of Assignment or                         Aggregate Electronic File; and                  (C)    if  new Eligible Debtors  have  been  included  in  the  Perimeter  on  the                         immediately preceding Perimeter Date, an Aggregate Electronic File and/or                         Form  of  Assignment (which  may  be  the  same  Aggregate  Electronic  File                         and/or Form of Assignment delivered pursuant to Clause 6.1.3(B)) that shall                         constitute an Offer to sell to the Purchaser, subject to the conditions of the                         applicable  Local  Receivables  Purchase  Agreement, on  the  immediately                         following Monthly Payment Date, all Existing Receivables and Existing New                                                                                                27 





 






                                                                                                          Receivables of the Applicable Seller(s) owed by the new Eligible Debtors as                  identified and individualised in the relevant Aggregate Electronic File.   Acceptance   or  refusal of  Receivables in  accordance  with  this  Agreement  and  the  relevant Local Receivables Purchase Agreement  On each Purchase Date, subject to and in accordance with each Local Receivables Purchase  Agreement entered into by such Seller; and subject to the Conditions Precedent having been  satisfied  or  expressly  waived  in  accordance  with  Clause 6.3,  the  Purchaser may accept or  refuse the relevant Offer by carrying out any jurisdiction specific requirements provided for in  the relevant Local Receivables Purchase Agreement or if no such specific requirements are  provided for, by paying the Purchase Price for such Receivable in accordance with Clause 7.   Conditions precedent  The  following Conditions  Precedent shall  be  fulfilled  by each  Zebra  Entity on  or  before  the  Signing Date to the satisfaction of the Purchaser and the Programme Manager:  6.3.1    each Zebra Entity has delivered to the Purchaser a certificate in the form approved           by the Purchaser signed by a director, the secretary or any other authorized officer of           such Zebra Entity which shall have attached to it certified as true, accurate and up-          to-date  copies  of  the  documents  referred  to  in  such  certificate  including  (i)  its           Organisational Documents,  (ii)  the confirmation  of  the  absence  of Insolvency           Proceedings (or equivalent in the relevant jurisdiction) (if applicable) dated not earlier           than  15  days  before  such  date,  (iii)  excerpts  or  certificate  of  incorporation  from           applicable trade registry issued from the relevant company register relating to it (if           applicable) certified not earlier than 15 days before such date (iv) shareholder, board           and works council resolutions (if applicable) and/or other relevant internal resolution           approving the execution, delivery and performance of the Transaction Documents to           which it is  a  party  together  with  any  power  of  attorney  authorizing  the  person  or           persons specified therein to sign the Transaction Documents and notices to which it           is a party;  6.3.2    each Zebra Entity has delivered to the Purchaser copies of its latest audited (to the           extent  accounts are  required to  be  audited)  and  unaudited  financial  statements           together with the report of its board of directors and auditors (in each case if any)           relating thereto and an extract of the minutes of its annual general meeting approving           such accounts;  6.3.3    each Zebra Entity has delivered to the Purchaser an Officer's Solvency Certificate           dated the Signing Date;  6.3.4    each Zebra Entity has delivered to the Programme Manager a list of its authorised           signatories together with a specimen signature;  6.3.5    each Zebra Entity has delivered to the Purchaser all information necessary in order           to comply with the applicable "know your customer" checks;  6.3.6    a due diligence satisfactory to the Purchaser and the Programme Manager has been           carried out on the Sellers, the Servicers, samples of Contracts, the Receivables and           any  other  matters  reasonably  determined  by  the  Purchaser or  the Programme           Manager to be relevant;  6.3.7    each  Servicer  has  delivered  to  the  Purchaser a copy  of  its  Credit  and  Collection           Policy;  6.3.8    any document evidencing the appointment of the Process Agent in accordance with           Clause 27.3;  6.3.9    each Servicer has delivered to the Purchaser an executed version of the Collection           Account  Security  Document (other  than  the  English  Seller – Additional  Collection           Account Security Document);  6.3.10   delivery of legal opinions, by Baker McKenzie, as legal advisor of the Parent Group           as to English law in respect of the capacity of the English Seller to enter into each of           the Transaction Documents to which it is a party in a form and substance satisfactory           to the Purchaser and the Programme Manager;                                                                                          28 





 






                                                                                          6.3.11   delivery of legal opinions, by Baker McKenzie, as legal advisor of the Parent Group           as to Delaware and US federal laws in respect of the capacity of the Parent Company           to enter into each of the Transaction Documents to which it is a party in a form and           substance satisfactory to the Purchaser and the Programme Manager;   6.3.12   delivery of legal opinions, by Baker McKenzie, as legal advisor of the Parent Group           as to Singapore law in respect of the capacity of the Singapore Seller to enter into           each of the Transaction Documents to which it is a party in a form, and substance           satisfactory to the Purchaser and the Programme Manager;  6.3.13   delivery to the Purchaser and the Programme Manager of a legal opinion from Herbert           Smith Freehills LLP, as legal advisor of the Purchaser as to English law in respect of           (i) the enforceability and validity of the English law governed Transaction Documents,           (ii) English law tax and (iii) true-sale in relation to the sale of Receivables under the           English Local Receivables Purchase Agreement, in a form and substance satisfactory           to the Purchaser and the Programme Manager;  6.3.14   delivery  to  the  Purchaser  and  the Programme Manager of a legal  opinion from           Prolegis LLC as Singapore legal advisors to Herbert Smith Freehills LLP, legal advisor           of the Purchaser, as to Singapore law in respect of (i) the enforceability and validity           of the Singapore law governed Transaction Documents and (ii) true-sale in a form and           substance satisfactory to the Purchaser and the Programme Manager;  6.3.15   delivery to the Purchaser and the Programme Manager of a legal opinion from Herbert           Smith Freehills LLP as legal advisor of the Purchaser, as to New-York law in respect           of the enforceability and validity of the Parent Undertaking in a form and substance           satisfactory to the Purchaser and the Programme Manager;  6.3.16   delivery to the Purchaser and the Programme Manager of a tax opinion from Rajah &           Tann  Singapore  LLP as Singapore  tax  advisor  of  the  Purchaser,  in  a  form  and           substance satisfactory to the Purchaser and the Programme Manager;   6.3.17   delivery to the Purchaser and the Programme Manager of any document, in a form           and  substance  satisfactory  to  the  Purchaser  and  the  Programme  Manager,           evidencing  the  release  of  the  MUFG  security  over  the  Collection  Account  of  the           English Seller denominated in Euro;  6.3.18   delivery  to  the  Purchaser  and  the  Programme  Manager  of a  letter entered  into           between  the  Programme  Manager,  MUFG  and   the  English Seller agreeing  the           principal terms and conditions of the security and structure to be set-up with respect           to the Collection Account of the English Seller denominated in Euro; and  6.3.19   the confirmation that the Purchaser has obtained the appropriate internal committees           approval with respect to the Programme (including internal credit committee approval           and compliance and financial security approvals).  The following Conditions Precedent shall be fulfilled by each Zebra Entity on or before the Initial  Purchase Date to the satisfaction of the Purchaser and the Programme Manager:  6.3.20   any confirmations or approvals of rating agencies with respect to the CP Issuer(s) that           will fund the Purchaser have been obtained;  6.3.21   each  Servicer  has  set-up  all  necessary  IT  files  and  reports  that  will  have  to  be           provided to the Purchaser on each Monthly Reporting Date and such Servicer has           carried out satisfactory execution tests and reports in this respect.  6.3.22   each Cash Collateral Account has been credited by each Depositor with an amount           equal to the relevant Initial Deposit, being provided that such amount can be paid by           way of set-off against the initial Purchase Price to the said Depositor in its capacity as           Seller; and  6.3.23   the Parent Company have all paid the arrangement fees and other costs, fees and           expenses  payable  on  the closing  date referred  to  in  the  mandate  letter dated 31           October 2019  (including all  up-front  agreed  fees)  in  relation  to  the  Transaction           Documents; and  6.3.24   delivery to the Purchaser and the Programme Manager of any document, in a form           and  substance  satisfactory  to  the  Purchaser  and  the  Programme  Manager,                                                                                         29 





 






                                                                                                   evidencing the acknowledgement by the Collection Account Bank of the release of           the MUFG security over the Collection Account of the English Seller denominated in           Euro.  The following Condition Precedent shall be fulfilled by the English Seller and the Singapore  Seller on or before the second Monthly Payment Date following the Initial Monthly Payment  Date:  6.3.25   the English Seller has delivered to the Purchaser an executed version of the English           Seller – Additional Collection Account Security Document in a form and substance           satisfactory to the Programme Manager and the Purchaser;  6.3.26   if, with respect to Collection Account Security Document entered  into between the           Singapore Seller and the Purchaser on the Signing Date, the Collection Account Bank           has refused to sign the acknowledgement notice of the trust notice, the Singapore           Seller  has  delivered  to  the  Purchaser  an  executed  version  of  the  Charge  over           Collection Account over its Collection Accounts in a form and substance satisfactory           to the Purchaser and substantially similar to the one delivered by the English Seller           to the Purchaser on the Signing Date;   6.3.27   each Seller has provided the Purchaser with a copy of the acknowledgment notice of           the notice (or any document having a similar effect as a charged account control deed)           related  to  a  Collection  Account  Security  Document  duly  executed by  the  relevant           Collection  Account  Bank  in  a  form satisfactory to the  Purchaser and  substantially           similar to the form of notice of acknowledgement which is annexed in to the relevant           Collection Account Security Document;  6.3.28   the English Seller has delivered to the Purchaser an executed version of the Inter-          Creditor Agreement;  6.3.29   delivery of legal opinions, by Baker McKenzie, as legal advisor of the Parent Group           as  to English law  in respect  of the  capacity  of the English Seller to  enter  into the           English  Seller – Additional  Collection  Account  Security  Document and  the  Inter-          Creditor Agreement in a form and substance satisfactory to the Purchaser and the           Programme Manager;   6.3.30   if a Charge over Collection Account is entered into by the Singapore Seller and the           Purchaser in  accordance  with  Clause 6.3.26, delivery  of  legal  opinions,  by Baker           McKenzie, as legal advisor of the Parent Group as to Singapore law in respect of the           capacity of the Singapore Seller to enter into such Charge over Collection Account in           a form, and substance satisfactory to the Purchaser and the Programme Manager;  6.3.31   delivery to the Purchaser and the Programme Manager of a legal opinion from Herbert           Smith Freehills LLP, as legal advisor of the Purchaser as to English law in respect of           the enforceability and validity of the English Seller – Additional Collection Account           Security  Document  and  the  Inter-Creditor  Agreement, in  a  form  and  substance           satisfactory to the Purchaser and the Programme Manager; and  6.3.32   if a Charge over Collection Account is entered into by the Singapore Seller and the           Purchaser  in  accordance  with  Clause 6.3.26, delivery  to  the  Purchaser  and  the           Programme Manager of a legal opinion from Prolegis LLC as Singapore legal advisors           to Herbert Smith Freehills LLP, legal advisor of the Purchaser, as to Singapore law in           respect of the enforceability and validity of such Charge over Collection Account in a           form and substance satisfactory to the Purchaser and the Programme Manager.  The following Conditions Precedent shall be fulfilled on or before each Purchase Date (including  the Initial Purchase Date) to the satisfaction of the Purchaser and the Programme Manager:  6.3.33   each Transaction Document is validly executed and in full force and effect and none           of the Transaction Documents or any parts thereof has been rescinded, invalidated           or otherwise terminated;  6.3.34   no  Stop  Purchase  Event  or  Incipient  Stop  Purchase  Event has  occurred  and  is           continuing;  6.3.35   no Change of Law with respect to Tax or VAT has occurred  which may materially           affect the Purchaser as Purchaser of the Assigned Receivables in the opinion of the           Programme Manager;                                                                                         30 





 






                                                                                                        6.3.36   the Purchaser is duly entitled and authorised and remains duly entitled and authorised                  to acquire the Eligible Receivables in accordance with this Agreement and the Local                  Receivables Purchase Agreement in compliance with all Applicable Laws;         6.3.37   the payment of the Purchase Price by the Purchaser under the relevant Transaction                  Documents does not violate any law applicable to the relevant Seller;         6.3.38   the liquidity facility agreement entered into between any CP Issuer and its Liquidity                  Facility Provider is in full force and effect in accordance with its terms; and         6.3.39   as from the Purchase Date immediately following the second Monthly Payment Date                  following the Initial Monthly Payment Date, the Conditions Precedent referred under                  Clauses 6.3.25 to 6.3.32 have been satisfied.          Transfer of ownership         6.4.1    On each relevant Purchase Date and if the Purchaser has accepted the relevant Offer                  in accordance with Clause 6.2, the beneficial ownership of all Receivables offered in                  the relevant Offer and identified in the relevant Form of Assignment and/or Electronic                  File, including, in each case, all relevant Related Security and Related Rights, shall,                  subject to the satisfaction by the relevant Seller or waiver by the Purchaser of the                  applicable Conditions Precedent, be transferred to the Purchaser in accordance with                  and subject to the terms of each applicable Local Receivables Purchase Agreement.         6.4.2    On  and  from  the  relevant  Purchase  Date and  if  the  Purchaser  has  accepted  the                  relevant Offer in accordance with Clause 6.2, the Applicable Seller shall continue to                  hold legal title to each Receivable on behalf of the Purchaser until the occurrence of                  the event set out in clause 10.5.3(B)(2) or the relevant Receivable is reassigned to                  the Seller.          No recourse         6.5.1    The Purchaser shall not have any right of recourse against the Applicable Sellers in                  connection with any failure by a Debtor to pay under any Assigned Receivables but                  this shall not affect any rights the Purchaser has against each Applicable Seller under                  the Transaction Documents.         6.5.2    The Sellers and the Purchaser intend for the sale of the Receivables to the Purchaser                  pursuant  to  the  terms  of  this  Agreement  to  be  an  absolute,  irrevocable  and                  unconditional outright transfer and true sale of such Receivables with the full benefits                  of ownership of such Receivables, and neither the Purchaser nor any of the Sellers                  intend such sale transaction to be, or for any purposes to be characterised as, a loan                  from the Purchaser to any Seller.         6.5.3    Notwithstanding  any other  provision of the Transaction Documents, the Purchaser                  shall have, prior to the service of a Notification Letter following a Stop Purchase Event,                  all beneficial title and interest in and to the Assigned Receivables in relation to such                  Assigned Debtor and the Purchaser shall be free to further dispose of those Assigned                  Receivables.   7.     PURCHASE PRICE          Calculation and communication of the Purchase Price         7.1.1    The purchase price for any Eligible Receivable acquired by the Purchaser from any                  Seller in accordance with Clause 7.3 and payable to each Seller shall be calculated                  in accordance with Error! Reference source not found. (the "Purchase Price").         7.1.2    On each Monthly Calculation Date, the Programme Agent shall, on the basis of the                  information  set  out  in  the  Servicer  Report  and  in  the  Aggregate  Electronic  File                  received  on  the  Monthly  Reporting  Date  immediately  preceding  such  Monthly                  Calculation Date:                  (A)    calculate,  in  relation  to  each Seller, each Purchase  Price in relation to (x)                         Existing Receivables  to  be  assigned on  the  immediately  following Monthly                         Payment  Date  (if any)  and  (y)  Receivables offered  for  sale as  Future                                                                                                31 





 






                                                                                                          Receivables  or  Existing  New  Receivables  and  which  became  Existing                  Receivables during the preceding Collection Period; and           (B)    prepare and send, by 6 pm (Paris time), to the Purchaser, the Programme                  Manager  and  the  Centralising  Agent the  Returned Electronic File  and  the                  Calculation Report which shall indicate each Purchase Price payable to each                  Seller.   Modification of the Credit Risk Premium Rate   7.2.1    The Purchaser may propose to modify the Credit Risk Premium Rate by sending a           written notice setting out such proposed modification to the Centralising Agent (i) on           each 6 month anniversary of the Initial Monthly Cut-Off Date or (ii) within 10 Business           Days following the date on which a Seller has requested the addition of new Debtors           to the Perimeter and/or the modification of the Relevant Currency Debtor Limits in           accordance  with  Clause 5.4. The Programme  Manager  (acting  on  behalf  of  the           Purchaser)  shall,  to  the  extent  not  prohibited  by  Applicable  Laws  or  regulations           relating  to  banking  secrecy  rules  or  confidentiality  agreements  binding  on  the           Purchaser,  the Programme  Agent  and/or  the Programme  Manager,  give  to  the           Centralising Agent the reasons for such proposal.  7.2.2    If such proposed Credit Risk Premium Rate is accepted in writing by the Centralising           Agent not later than 10 Business Days following the receipt of such notice, then such           modification shall become effective as of the next Monthly Cut-Off Date provided it           shall  not  affect  the  Purchase  Price  already  paid  in  respect  of  any  Assigned           Receivables  purchased  by  the  Purchaser  on  the  Purchase  Dates  preceding  such           Monthly Cut-Off Date.  7.2.3    If  such  proposed  Credit  Risk  Premium  Rate  is  not  accepted  in  writing  by the           Centralising Agent within 10 Business Days following the receipt of such notice, then           a 10 Business Days consultation period shall open during which the Parties shall use           their reasonable endeavours with a view to reach a mutually acceptable solution.  7.2.4    If an agreement is reached during such consultation period, the Credit Risk Premium           Rate as agreed between the Parties will apply as from the next Monthly Cut-Off Date           provided it shall not affect the Purchase Price already paid in respect of any Assigned           Receivable purchased  by  the  Purchaser on  the Purchase Dates  preceding  such           Monthly Cut-Off Date.   7.2.5    If no agreement is reached during such consultation period, the Centralising Agent           shall be entitled to (i) notify their refusal to the proposed modification and (ii) terminate           the Revolving Period with effect from the next Monthly Cut-Off Date by giving a joint           and written notice on behalf of each Seller and the Parent Company to the Purchaser,           the Programme Agent and the Programme Manager not later than 10 Business Days           preceding  such Purchase  Date  (a  "Programme   Termination  Notice").  If  no           Programme Termination Notice is sent by that date, then the proposed Credit Risk           Premium Rate shall be deemed accepted by all Sellers and the Parent Company and           therefore become effective as of such Monthly Cut-Off Date.   Payment of the Purchase Price   7.3.1    Payment of the Purchase Price by the Purchaser           In consideration for the purchase of any Receivable (to the extent such Receivable is           not reassigned  to or  repurchased  by the Applicable  Seller or, as  applicable  the           assignment  of  which  has  not  been  rescinded in  accordance  with  Clause 8), the           Purchaser shall pay the Purchase Price thereof in the following manner:           (A)    in relation to any Receivable which is transferred on any Purchase Date to                  the  Purchaser  as  an  Existing  Receivable,  the  Purchaser  shall  pay  the                  Purchase Price thereof on such Purchase Date.           (B)    in  relation  to  any  Receivable  which  is  transferred  by  any  Seller  to  the                  Purchaser  on  any  Purchase  Date  as  an  Existing  New  Receivable  or  as  a                  Future  Receivable,  the  Purchaser  shall  pay  the  corresponding  Purchase                  Price as follows:                                                                                         32 





 






                                                                                                                        (1)     Advanced Purchase Price                                 On  each day  falling  during  the  applicable  Collection  Period  (such                                 period  being  the  Collection  Period  during  which  the  relevant                                 Receivable  has  been  invoiced),  the  Advanced  Purchase  Price                                 determined  with  respect  to  such  day  shall  be  payable  by  the                                 Purchaser  on  the  same  day.  The  payment  of  such  Advanced                                 Purchase  Price  by the  Purchaser  to  the  Applicable  Seller  shall  be                                 made  by  way  of  set-off  against  the  aggregate  amount  of  the                                 Collections (including the Deemed Collections) that are received or                                 recovered by such Seller, or in relation to Deemed Collections are                                 due from the same Seller (in its capacity as Seller or Servicer) to the                                 Purchaser on that day.                         (2)     Adjustment Amount (if positive)                                 On the Monthly Payment Date falling immediately after the end of the                                 relevant Collection Period, the Purchaser shall pay to the Applicable                                 Seller the applicable Adjustment Amount (if positive).           7.3.2    Payment of the negative Adjustment Amount by a Seller                  If, on any Monthly Payment Date, the aggregate amount of the Advanced Purchase                  Price paid by the Purchaser during the Collection Period which ends immediately prior                  to  that Monthly Payment  Date  exceeds  the  Purchase  Price  of  the  Receivables                  transferred as Future Receivables and Existing New Receivables which have been                  invoiced during that Collection Period, then the applicable Adjustment Amount shall                  be  due and  payable by  the  relevant  Seller  to  the  Purchaser  on  the  immediately                  following Monthly Payment Date.                  Effective Global Rate         For the purpose of articles L.314-1 to L.314-5 and R.314-1 to R.314-14 of the French Code de         la consommation, each Initial Seller acknowledges that:                7.4.1    by virtue of certain characteristics of this Agreement, the taux effectif global                         cannot be calculated on the date of this  Agreement, but  that an indicative                         calculation of the taux effectif global, based on assumptions as to the taux de                         période and the durée de période, will be set out in an effective global rate                         letter given by the Purchaser to the Initial Sellers on the date hereof; and                7.4.2    that letter forms part of this Agreement.   8.     REASSIGNMENT          Affected Receivables         Unless the same has been expressly and duly waived, if, at any time, any Party becomes aware,         in respect of an Assigned Receivable, that:         8.1.1    any of the applicable Conditions Precedent were not satisfied on or before the related                  Purchase Date; or         8.1.2    such Assigned Receivable was not an Eligible Receivable on the relevant Eligibility                  Test Date,         (any of the circumstances described in this Clause 8.1 being a "Breach", and such Assigned         Receivable being the "Affected Receivable") then:                  (A)    such Party shall, as soon as practicable, notify the other Parties of the Breach;                   (B)    the Applicable Seller shall pay (subject to a maximum) the Purchase Price for                         such  Affected  Receivables  to  the  Purchaser consisting  of an  amount                         (the "Receivables  Indemnity")  equal  to  the  sum  of  (i)  the  Outstanding                         Amount  of  such  Affected  Receivable  (determined  as  of  the  date  that  the                         reassignment of such Affected Receivable becomes effective in accordance                         with paragraph 8.1.2(C) below) plus (ii) the amount of any reasonable and                         duly  demonstrated (or  estimated, as  applicable) costs,  fees  and  expenses                                                                                                33 





 






                                                                                                          and Taxation that have been or will be incurred by the Purchaser as a result                  of,  or  in  connection  with,  the  Breach or  any  action  to  be  taken  under                  Paragraphs 8.1.2(C) and 8.1.2(D) below and less (iii) the Collections received                  by the Purchaser with respect to such Affected Receivables;           (C)    upon payment of the Receivables Indemnity specified in paragraph 8.1.2(B)                  above  with  respect  to  any  Affected  Receivable,  such Affected Receivable                  shall be automatically reassigned and retransferred to the Applicable Seller                  or,  as  applicable  the  assignment shall  be  automatically rescinded, in                  accordance  with  and  subject  to  the  terms  of  each  applicable Local                  Receivables  Purchase  Agreement,  with  effect  from  the  date  on  which  the                  notice referred to in paragraph 8.1.2(A) above was issued to the Purchaser;                  and           (D)    subject  to  the  payment  in  full  of  the  related  Receivables  Indemnity  in                  accordance with paragraph 8.1.2(B) above, the Purchaser (and if necessary                  the Applicable Seller) shall perform such steps and deliver such documents                  as  may  be  reasonably  necessary  to  reflect  the reassignment and, as                  applicable, the rescission of the transfer (and, to the extent required by any                  Applicable  Law,  to  effect  the  retransfer  to  the  Applicable  Seller)  of  such                  Affected Receivable.   Purchase Limits   8.2.1    Principles            (A)    Retransferred Receivables                  Any Assigned Receivables which (i) as determined by the Programme Agent                  in  accordance  with  Clause 8.2.2,  have  caused  the  Purchase  Limits  to  be                  exceeded and (ii) are selected by the Programme Agent in accordance with                  Clause 8.2.3 below (the "Retransferred Receivable") shall be automatically                  reassigned and retransferred to the Applicable Seller or, as  applicable the                  assignment shall be automatically rescinded, with effect from the date they                  are  identified  as  Retransferred  Receivables through  the  sending  of  the                  Returned  Electronic  File  provided  for  in  Clause 8.2.4 on  any  Monthly                  Calculation  Date  in  accordance  with  and  subject  to  the  terms  of  each                  applicable Local Receivables Purchase Agreement.                  For the avoidance of doubt, each Seller and the Purchaser hereby consent in                  advance  to  the reassignment and,  as  applicable  to  the  rescission  of the                  Retransferred Receivables so designated. No Purchase Price shall be paid                  by the Purchaser in relation to the Retransferred Receivables (and as a result                  all  Collections  already  received  by  the  Purchaser  in  relation  to  those                  Retransferred Receivables shall be repaid to the Applicable Seller such that                  the Applicable Seller is put in the same position as if the assignment of such                  Retransferred Receivables to the Purchaser had never occurred).            (B)    Excluded Receivables                  Any Receivables offered for sale as Existing Receivables which would cause                  the Purchase Limits to be exceeded on the immediately following Purchase                  Date and which are  selected by the Programme  Agent in accordance with                  Clause 8.2.3 will not be purchased by the Purchaser on such Purchase Date                  (the "Excluded Receivables"). For the avoidance of doubt, the non-purchase                  of  Eligible  Receivables  due  to  such  Eligible  Receivables  being  Excluded                  Receivables  in  accordance with this  Clause 8.2 shall  not trigger a  Stop                  Purchase  Event  or be  considered a  breach  of  an  undertaking  of  the                  Applicable Seller under the Transaction Documents.                  In accordance with Clause 6.1, any Excluded Receivable which remains an                  Eligible  Receivable  shall  be  re-offered  for  sale  to  the  Purchaser by  the                  Applicable Seller (as Existing Receivable) on the following Monthly Payment                  Date by delivery of the Returned Electronic File.                                                                                         34 





 






                                                                                                   The Excluded  Receivables  and  the  Retransferred  Receivables  form  together           the "Excess Receivables".   8.2.2    Application of Purchase Limits           If,  on  any  Monthly  Calculation  Date,  the Programme Agent,  on  the  basis  of  the           Aggregate Electronic Files received from the Centralising Agent on the immediately           preceding Monthly Reporting Date, determines:           (A)    that the aggregate Outstanding Amount of all Assigned Receivables identified                  and individualised in such Aggregate Electronic Files owed by any Debtor and                  denominated in any Relevant Currency has caused (or would cause, on the                  immediately  following  Purchase  Date)  the  applicable Relevant  Currency                  Debtor Limit in relation to such Relevant Currency to be exceeded, it shall                  determine the Excess Receivables, using the selection order set out in Clause                  8.2.3; and           (B)    after having deducted such Receivables pursuant to Paragraph (A) above,                  that  the  aggregate  Outstanding  Amount  of  all  the  Assigned  Receivables                  identified and individualised in such Aggregate Electronic Files has caused                  (or  would  cause,  on  the  immediately  following  Purchase  Date)  the                  Programme Maximum Amount to be exceeded, it shall determine the Excess                  Receivables using the selection order set out in Clause 8.2.3           The Programme Agent shall (i) inform the Applicable Seller and the Purchaser of the           Excess Receivables so excluded by listing such Excess Receivables in the Returned           Electronic File and (ii) update accordingly the amounts of Required Support Amount           Month M by Relevant Currency and communicate such amounts to the Sellers and           the Purchaser.   8.2.3    Selection rules           (A)    The  Excess  Receivables  shall  be  selected for removal by  the  Applicable                  Seller  on  the  relevant  Monthly  Calculation  Date  in  accordance  with  the                  following rules:                            (1)    the Receivables to be removed shall first be those sold by the                                 Singapore Seller and then those sold by the English Seller;                           (2)    subject to the selection rules set out in paragraph (1) above,                                 the  Receivables to  be removed shall  be  selected  with  the                                 following order (i) first, the Receivables denominated in Euro                                 (ii) second, the Receivables denominated in GBP, (iii) third,                                 the  Receivables  denominated  in AUD  and  (iv)  fourth,  the                                 Receivables denominated in USD; then                           (3)    subject to the selection rules set out in paragraphs (1) and (2)                                 above, the relevant Receivables with the Invoice Due Date                                 which  falls  the  greatest  number  of  days  after  the such                                 Monthly  Calculation  Date  will  be the first to  be removed,                                 provided that (i) if two or more Receivables have the same                                 Invoice  Due  Date,  then  the  Receivable  with  the lower                                 Outstanding  Amount  (as  of  the  immediately  preceding                                 Monthly Cut-off Date) shall be removed first, and (ii) if two or                                 more Receivables have the same Invoice Due Date and the                                 same Outstanding Amount (as of the immediately preceding                                 Monthly  Cut-off Date),  then  the  Receivables  with  a higher                                 identification number  in  the  last  Aggregate  Electronic  File                                 shall  be  removed  first,  provided  further  that  the  selection                                 above shall be made in respect of each Eligible Debtor, in the                                 sequential  order  of  the  Eligible  Debtors  set  out  in  the                                 Perimeter.                                                                                         35 





 






                                                                                                                 (B)    The Programme Agent shall select the relevant Receivables in accordance                         with the foregoing selection rule to the extent necessary in order to ensure                         compliance with the applicable Purchase Limit.          8.2.4    Returned Electronic File                  The  Programme   Agent  shall,  on each  Monthly  Calculation  Date,  send  to the                  Centralising  Agent and the Programme Manager  a file (the "Returned  Electronic                  File") prepared on the basis of the information set out in the Servicer Report and in                  the  Aggregate  Electronic  Files  received  on  the immediately  preceding Monthly                  Reporting Date, which shall identify:                  (A)    all  Assigned  Receivables offered  as  Existing  New  Receivables  or  Future                         Receivables which have been invoiced during the preceding Collection Period                         and which  have not  been  reassigned to or  repurchased  by the  Applicable                         Seller or, as applicable the assignment of which has not been rescinded in                         accordance with this Clause 8.2; and                  (B)    all Existing Receivables to be assigned on the immediately following Monthly                         Payment Date; and                  (C)    all  Assigned  Receivables which  have  been  reassigned  to  the  Applicable                         Seller or, as  applicable  the  assignment  of  which  has  been  rescinded in                         accordance  with  Clause  8.1 and  all  Excess  Receivables selected in                         accordance with Clause 8.2.3 on that Monthly Calculation Date.   9.     REPURCHASE OF ASSIGNED RECEIVABLES          Repurchase Notice          9.1.1    The Centralising Agent, acting on behalf of the relevant Seller, has the option (but not                  the obligation), by giving written notice to the Purchaser on any Monthly Reporting                  Date  (each,  a "Repurchase  Notice"), to  request  the  repurchase  of  any Assigned                  Receivable which is the subject of a contentious or pre-contentious dispute to the                  extent that the Seller needs to recover the ownership of such 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 such  Debtor being                  Insolvent), each in accordance with Clauses 9.2 (Repurchase Mechanism) and 9.3                  (Repurchase Formalities) below.          9.1.2    Any Repurchase Notice given by the Centralising Agent shall be irrevocable and shall                  specify the relevant Assigned Receivable(s) offered to be repurchased, the proposed                  repurchase price and repurchase date.          Repurchase Mechanism          9.2.1    The  Purchaser has  no  obligation  to  accept  a  request  of  the repurchase  of  any                  Assigned Receivable (in particular, without limitation, if (i) it has not received a duly                  completed  Repurchase  Notice;  or  (ii)  the  repurchase  price  proposed  by  the                  Centralising  Agent is not the Outstanding Amount of such Assigned Receivables).                  The  Purchaser  may make  such  retransfer conditional upon the  delivery  by  the                  Applicable  Seller  of  an  Officer's  Solvency  Certificate  certifying  that the  Applicable                  Seller (i) is not Insolvent on the date of the Repurchase Notice and (ii) has no reason                  to  believe  that  it  will  become Insolvent  (taking  into  account  the  payment  of the                  Retransfer Amount (as defined below) on the proposed date of repurchase).          9.2.2    If it agrees to accept such request, the Purchaser shall notify the Centralising Agent                  of  its agreement  to  reassign  such  Eligible  Receivable(s)  to  the  Applicable  Seller,                  subject to the payment in full of the agreed repurchase price (as well as all reasonable                  and  duly  demonstrated  costs  and  expenses and  Taxes  that  have  been  or  will  be                  incurred  by  the  Purchaser  in  connection  with  such  repurchase)  (the "Retransfer                  Amount") on the relevant repurchase date.          Repurchase Formalities                                                                                                36 





 






                                                                                                        9.3.1    If it is agreed that the Purchaser shall reassign to the Applicable Seller those Assigned                  Receivables  to  be  reassigned  in  accordance  with  Clause 9.2,  by executing  a                  Retransfer  Document  (at  the  expense  of  the  relevant  Seller) along  with  the                  repurchase  request, provided  that  such  assignment  shall  only  be  effective  upon                  payment of the relevant Retransfer Amount to the Purchaser by the Applicable Seller.          9.3.2    The  Purchaser  shall  give  no  representations  or  warranties  in  respect  of  the                  Receivables to be reassigned to the Applicable Seller.   10.    SERVICING MANDATE AND DUTIES          Appointment of the Servicers          10.1.1   With effect from the Signing Date, the Purchaser appoints each Seller, which hereby                  accepts such appointment, as the lawful agent of the Purchaser to perform exclusively                  the servicing duties referred to in Clause 10.2 (the "Servicing Duties"). The mandate                  of each Seller (the "Servicing Mandate") shall be strictly limited to the performance                  of the Servicing Duties and shall remain in full force and effect until the Final Maturity                  Date unless it is terminated pursuant to Clause 10.3.          10.1.2   Where a special proxy or power of attorney is necessary for the performance of any                  Servicing  Duties (in  particular,  in  connection  with  any litigation),  the  Purchaser                  undertakes  to  grant the  same  forthwith  upon receipt  of a written request from the                  relevant Servicer.          Servicing duties         Each Servicer shall, in respect of the Receivables it has assigned in its capacity as Seller to the         Purchaser:         10.2.1   enforce,  collect  and  manage  such  Assigned  Receivables and  ensure  that  such                  amounts are promptly deposited into the relevant Collection Account;         10.2.2   apply a standard of care, skill, diligence and good faith at least equal to the standard                  of care, skill, diligence and good faith that it would apply if it was still the owner of the                  Assigned Receivables,  in accordance with the standards of a reasonable, prudent                  servicer of receivables of the type of the Assigned Receivables and in compliance                  with any Applicable Laws;         10.2.3   perform its obligations in accordance with the relevant Credit and Collection Policy                  and, subject to Clause 10.5.1, any and all reasonable directions or instructions which                  the Purchaser may from time to time give in order to protect or enforce any rights                  under any Assigned Receivable;         10.2.4   not transfer or discount to any bank, financial institution or any other entity, any bills                  of exchange, cheques, promissory notes, or any other debt instruments related to the                  Assigned Receivables, except if such a transfer is made for presentation for payment                  to the credit of the relevant Collection Account;         10.2.5   notify the Purchaser of the receipt of funds from an Assigned Debtor which are not                  allocated to the payment of a specific Assigned Receivable, and apply in priority such                  funds to the undisputed Invoice of such Assigned Debtor with the earliest Invoice Due                  Date and, if there are several undisputed Invoices having the same Invoice Due Date,                  apply such payment pro rata to all such Invoices;         10.2.6   not do anything to negatively affect the right, title and interest of the Purchaser in the                  Assigned  Receivables  and  as  soon  as  reasonably  practicable  following  the                  Purchaser's request, do every necessary thing and perform all reasonable steps to                  preserve the rights, titles and interests of the Purchaser;         10.2.7   upon receipt by the Seller, the Servicer, the Purchaser or the Programme Agent of a                  judicial request or other notification of litigation or legal proceedings relating to any                  Assigned Receivable or the transactions contemplated hereby, participate in any legal                  proceedings relating thereto;                                                                                                37 





 






                                                                                          10.2.8   assist in the preparation of and prepare all necessary legal documents required to           take a legal action in relation to an Assigned Debtor's refusal to pay and file any proof           of claim, in the context of a litigation or of Insolvency Proceedings (as applicable);  10.2.9   communicate  any  document  or  information  necessary  to  the  Purchaser  or  the           Programme   Manager  in  relation  to  any material dispute,  litigation,  claim  or  legal           proceedings relating to any Assigned Receivable;  10.2.10  report  to  the Purchaser  on  the  performance  of  the Assigned Receivables  in           accordance with the provisions of the Transaction Documents and Applicable Law;   10.2.11  as soon as reasonably practicable:           (A)    notify the Purchaser of any circumstance or new judgment, law or decree that                  could  materially  prejudice  the collection  and  the  recovery  of  the  Assigned                  Receivables and point out the possible solutions that such Servicer plans to                  put in place in order to mitigate the effects of such circumstances;           (B)    notify the Purchaser and the Programme Manager where it becomes aware                  (a) of any material litigation in relation to any Assigned Receivables and/or                  Contracts (including without limitation any dispute or litigation challenging the                  Purchaser's title to the  Assigned Receivables) and/or (b) that an Assigned                  Debtor is, becomes, or is expected to become, Insolvent;           (C)    if it is informed that the Programme Manager or the Programme Agent has                  determined that there are discrepancies between the information contained                  in any Aggregate Electronic File and those contained in the corresponding                  Servicer's database, give suitable explanations and take all appropriate steps                  with regard to such discrepancies; and           (D)    provide the Programme Agent and the  Purchaser, after receipt of a written                  request  of  the Purchaser,  with  any  information which is  not  set  out  in  a                  Servicer Report that the Purchaser may reasonably request in relation to the                  Assigned Receivables and to the collection and recovery services carried out                  by such Servicer;   10.2.12  at its own costs, maintain and keep in a safe location complete, proper and up to date           Records  and  inform  (and  procure  that  any  sub–servicer  (if  any)  shall  inform)  the           Purchaser and the Programme Agent of the location at which the Records are kept           as at the date hereof and of any changes to such location thereafter;  10.2.13  be entitled to make and/or accept voluntary rescheduling proposals with respect to           the Assigned Receivables  in accordance with the applicable Credit  and Collection           Policy provided that the Servicer (nor any sub servicer) shall not be entitled to modify           without  the  prior  written  consent  of  the Programme Manager  any  contractual           conditions or terms (such as the Face Value or the Contractual Payment Term) of any           Assigned Receivable unless such amendment does not adversely affect the rights of           the Purchaser or results in a Dilution giving rise to payment of a Deemed Collection           by the Seller;   10.2.14  prepare and deliver to the Purchaser and Programme Manager a Servicer Report on           each Monthly Reporting Date; and  10.2.15  perform its duties in the ordinary course of its business through its own and adequate           resources.   Reporting Duties  By no later than 10 a.m. (Chicago time) on each Monthly Reporting Date, each Servicer shall  provide to the Centralising Agent, by reference to the Collection Period immediately preceding  such  Monthly  Reporting  Date,  (i)  a  duly  completed  Servicer  Report  in  connection  with  the  Assigned Receivables which it has previously assigned to the Purchaser and (ii) the relevant  information needed for the purposes of the Aggregate Electronic Files.   No delegation or sub–contract  No Servicer shall be entitled, without the prior written consent of the Purchaser, to delegate all  or part of its Servicing Mandate other than to Affiliates located in the same jurisdiction as the                                                                                         38 





 






                                                                                          Applicable  Seller,  it  being  provided  that,  in  relation  to  any  sub-delegation  or  sub-contract  approved  by  the  Purchaser,  such  Servicer  shall  remain  fully  liable  for  the  performance  of  services and obligations so delegated under its Servicing Mandate. For the avoidance of doubt,  none of the Purchaser, the Programme Agent, the Programme Manager or any CP Issuer shall  be liable or responsible for the acts of the Servicer or its delegate or sub-contractor nor have  any liability for the fees and expenses of any such sub-contractor or delegate.   Notification of Debtors and termination of the Servicing Mandate   10.5.1   Notification to Debtors           (A)    The  Purchaser is  entitled to deliver or require a Substitute  Servicer  or the                  relevant  Servicer to  deliver  Notification  Letters to the relevant  Assigned                  Debtors:                  (1)     as  from  the  date  on which  the  resignation  of the  relevant  Servicer                          becomes effective;                  (2)     upon  the  occurrence  of  a  Stop  Purchase  Event (after,  for  the                          avoidance of doubt, any relevant grace period); and                   (3)     in relation to any or all Receivables held against a Delinquent Debtor                          or Defaulted Debtor.   10.5.2   Resignation           Without prejudice to the other provisions of this Clause 10.5, each Servicer is only           entitled to resign from its appointment subject to a 6 months prior written notice to the           Purchaser and such resignation shall only become effective if a Substitute Servicer           has  been  appointed  by  the  Purchaser  and  has  assumed  the  obligations  of  such           Servicer.   10.5.3   Termination            (A)    Partial Termination                  The Purchaser is entitled at any time (i) to terminate the Servicing Mandate                  in respect of any or all Assigned Receivables held against any Delinquent                  Debtor or a Defaulted Debtor by sending a notice to the relevant Servicer and                  (ii) to appoint a Substitute Servicer at the costs of the relevant Servicer which                  shall remain liable for all of its servicing duties in respect of the other Assigned                  Receivables.            (B)    Global Termination                  (1)     Upon the  notification  to  the Sellers of  the  occurrence  of  any Stop                          Purchase Event or the occurrence of a Seller Deterioration Event, the                          Purchaser  may  fully  terminate  the  Servicing  Mandate  of  all  of  the                          Servicers (in relation, for the avoidance of doubt, to all Receivables                          serviced  by  such  Servicers), by  way  of  the  service  of a notice in                          writing by the Purchaser to the Servicers, the Centralising Agent and                          the Programme Agent.                   (2)     In addition, the Purchaser shall be entitled, at any time following a                          Stop  Purchase Event or  the  occurrence  of  a  Seller  Deterioration                          Event and at the cost of the Servicers or of the Parent Company to:                          (a)    deliver or require the Servicers to deliver Notification Letters                                 to all relevant Debtors save for, for the avoidance of doubt,                                 those Receivables that have been repurchased by the Seller                                 pursuant to Clause 9; and/or                           (b)    appoint  one  or  more  Substitute  Servicers  to  service  all                                 relevant Assigned Receivables; and/or                          (c)    take  any  other  action  as  set  out  in  the  Local  Receivables                                 Purchase Agreement entered into by the relevant Seller.                                                                                         39 





 






                                                                                                                                The  partial  or  full  termination  of  any  Servicing  Mandate  shall  not                                 entitle  the  Servicers  to  any  damages  or  indemnification  in  any                                 capacity whatsoever nor affect the obligations of the Servicers in any                                 other  capacities  under  the  Transaction  Documents,  except  as                                 otherwise  specifically  provided  in  the  relevant  Transaction                                 Documents. Each Servicer shall be entitled to payment of any unpaid                                 Servicing Fee or Recovery Fee accrued up to the date of termination                                 but shall not be entitled to any further amounts.          10.5.4   Substitute Servicer                  In any case, upon the appointment of a Substitute Servicer, the Servicer replaced in                  full or in part by such Substitute Servicer shall (i) take all reasonable steps and do all                  things to enable such Substitute Servicer to take over all or part of its undertakings as                  Substitute Servicer and provide any cooperation which may be reasonably required;                  and (ii) provide the Purchaser, as soon as reasonably practicable and in any event                  within 7 Business  days of receipt,  with  all promissory  notes, bills  of  exchange,                  cheques and/or any other payment instrument and endorse them to the benefit of the                  Purchaser upon its request.          Consideration for the Servicing Mandate          10.6.1   The Purchaser shall pay to each Servicer while the servicing obligations described in                  this Clause remain in effect, beginning on any Monthly Payment Date, an amount                  equal to the sum of:                   (A)    as  consideration  for  its  administration  and  servicing  of  the Assigned                         Receivables that are not Delinquent Receivables, a fee equal to the product                         of (x) the Servicing Fee Rate and (y) 95% of the aggregate Face Value of the                         Assigned Receivables sold by the Applicable Seller to the Purchaser during                         the  Collection  Period  ending  on  the  Monthly  Cut-Off  Date  immediately                         preceding the Monthly Payment Date on which such Servicing Fee is paid                         (the "Servicing Fee"); plus                   (B)    as  consideration  for  the  administration  and  recovery  of  the Assigned                         Receivables that are Delinquent Receivables, a fee equal to the product of                         (x) the  Recovery  Fee  Rate  (y) 5% of the  aggregate  Face  Value  of  the                         Assigned  Receivables  sold  by  the  Seller  to  the  Purchaser during  the                         Collection Period ending on the Monthly Cut-Off Date immediately preceding                         the  Monthly  Payment  Date  on  which  such   Recovery   Fee  is  paid                         (the "Recovery Fee").          10.6.2   Each Servicing Fee and Recovery Fee will be paid subject to VAT or any taxes that                  may be required to be collected or withheld by the Purchaser in respect thereof.   11.    APPOINTMENT AND DUTIES OF THE CENTRALISING AGENT          Appointment and authority of the Centralising Agent         Each Seller and each Servicer hereby appoints the  Centralising  Agent, which accepts such         appointment, as its lawful agent to take such action in its name and on its behalf and to exercise         and carry out such powers, discretions, authorities and duties as specifically provided under         this Agreement and such powers as the Centralising Agent reasonably considers as incidental         thereto, in all cases in the name and on behalf of the Sellers and the Servicers.         The Centralising Agent shall perform the following obligations:         11.3.1   collect from the Sellers and Servicers the information needed for the purposes of the                  Aggregate Electronic Files (including all completed parts of the Servicer Reports) and                  prepare the Aggregate Electronic Files;         11.3.2   offer  to  sell  to  the  Purchaser  any  and  all  outstanding Eligible Receivables  of  the                  Sellers  in  accordance  with  the  procedure  detailed  in  Clause 6.1 (Offer  of                  Receivables);                                                                                                40 





 






                                                                                                        11.3.3   provide to the Purchaser and the Programme Agent by no later than 10 a.m. (Chicago                  time) on each Monthly Reporting Date the Servicer Report duly completed in relation                  to  all  Servicers  by  reference  to  the  Collection  Period  immediately  preceding  such                  Monthly Reporting Date; and         11.3.4   receive  from  or  give  any  notices,  mails, or  documents  to  the  Purchaser  and  the                  Programme   Agent  on  behalf  of  the  Sellers  or  the  Servicers  pursuant  to  the                  Transaction Documents.          Duration of the appointment         The appointment and authority of the Centralising Agent shall be valid as from the date of this         Agreement and remain in full force for so long as there continues to exist any obligations of a         Seller or a Servicer under any Transaction Document or rights of the Purchaser arising under         any Transaction Document that have not been completely discharged, waived or exercised.          Liability         Notwithstanding any provision to the contrary in this Agreement:         11.6.1   the appointment of the Centralising Agent shall not in any way release or discharge                  the Sellers and the Servicers from their obligations, duties and liabilities under the                  Transaction Documents; and         11.6.2   the Sellers and the Servicers shall remain responsible for the performance of their                  obligations under the Transaction Documents.         The Purchaser shall have no liability to the Centralising Agent whatsoever in relation to any         cost, claim, charge, loss, liability, damage or expense suffered or incurred by the Centralising         Agent.   12.    MANAGEMENT OF COLLECTIONS AND OTHER PAYMENTS          Generality         12.1.1   During the  Revolving Period, each Servicer  shall  pay  (or  cause to be  paid)  to the                  Purchaser any and all Collections by transferring to the Purchaser Account on each                  Monthly Payment Date all Collections received (or deemed received) on each Local                  Business  Day  all  Collections  received  (or  deemed  received) during  the  preceding                  Collection Period.         12.1.2   Each Servicer shall pay (or cause to be paid) to the Purchaser, on each Business Day                  during the Amortisation Period or as from the occurrence of a Stop Purchase Event,                  up  to  the  entire  amount  of  Collections  received  by  the  Servicer  (or,  in  respect of                  Deemed  Collections,  deemed  received)  in  immediately  available  funds  to  the                  Purchaser Account.         12.1.3   Each  Servicer  shall,  on  each Monthly Cut-Off  Date,  identify  among  the  amounts                  credited to the relevant Collection Account during the preceding Collection Period the                  portion thereof which is allocable to Assigned Receivables.          Allocation of Collections         Each Servicer shall apply all funds received in respect of Assigned Receivables in accordance         with its Credit and Collection Policies or, if not covered by the Credit and Collection Policies, as         follows:         12.2.1   first, by allocating such funds in accordance with the terms of the Contract entered                  into with the relevant Assigned Debtor; or         12.2.2   second, in  the  absence  of any  allocation  rule  in  the  Contract,  to  the  Invoice(s)                  indicated in writing by the relevant Assigned Debtor provided that such indication is                  valid under Applicable Law; or         12.2.3   third, in  the  absence  of any  valid  indication  from  the  relevant  Assigned  Debtor,  in                  accordance  with  the  following  allocation  rules  (provided  that  in  such  case,  such                  Servicer shall specify in writing to the relevant Assigned Debtor which Receivable has                  been discharged):                                                                                                41 





 






                                                                                                   (A)    first, to the payment of the Receivables against the relevant Assigned Debtor                  which are due and payable;           (B)    if two or more Receivables against the relevant Assigned Debtor are due and                  payable, to the Invoice(s) having the oldest Invoice Due Date; or           (C)    when two or more Invoices have the same Invoice Due Date, pro rata across                  all such Invoices.   Collection Accounts  12.3.1   Each Collection Account shall be opened in the book of an Eligible Collection Account           Bank.  12.3.2   Each Servicer shall ensure that each Collection Account remains in operation until           the Final Maturity Date.  12.3.3   Subject  to  the  terms  of the applicable Collection Account Security  Document,  any           amount paid to the credit of any Secured Collection Account may be debited by the           relevant Servicer for so long as it remains entitled to instruct the Collection Account           Bank(s)  to  debit  its Secured  Collection  Account in  accordance  with  the  Collection           Account Security Document and this Agreement and transferred to another account           of such Seller (or any other entity of the Parent Group).  12.3.4   Upon the occurrence of a Stop Purchase Event (and, for the avoidance of doubt, after           the  expiry  of  any  relevant  grace  period), the  Purchaser  may  send  to  the  relevant           Collection  Account  Bank holding  a Secured  Collection  Account (with  copy  to  the           relevant Servicer) a notice instructing such Collection Account Bank to stop complying           with any instructions from such Servicer (or any sub-servicer) (a "Blocking Notice")           or  in  accordance  with  the  relevant Collection Account Security  Document.  The           Purchaser may, at any time thereafter, revoke the Blocking Notice in the manner set           out in the relevant Collection Account Security Document.  12.3.5   As long as the relevant Blocking Notice has not been revoked by the Purchaser, the           relevant Servicer shall cease to give any instruction to the Collection Account Bank           and the Purchaser shall be entitled to instruct the Collection Account Bank(s) to debit           from the Secured Collection Account the Collections standing to the credit thereof in           accordance with Clause 12.4 and the Collection Account Security Document  12.3.6   Each Servicer undertakes until the Final Maturity Date that:            (A)    it will not create or permit to subsist any Lien over any Collection Account or                  over any  Collections  standing  from  time  to  time  to  the  credit  of  any  such                  Collection Account (other than any Lien contemplated under the Transaction                  Documents);             (B)    it should not permit any Collection Account to be overdrawn;            (C)    without prejudice to paragraph 12.3.3 above, it will not do anything which may                  affect the rights or interests of the Purchaser over any Collection Account, or                  Collections standing from time to time to the credit of any Collection Account;            (D)    it will inform, promptly upon becoming aware thereof, the Programme Agent                  and the Purchaser of any Lien over any Collection Account or of any seizure,                  attachment,  sequestration,  execution  (including  by  way  of  executory                  attachment  or  conservatory  attachment),  claim  or  demand  relating  to  any                  Collection Account or to any Collections standing to the credit thereof which                  may affect the rights of the Purchaser over such Collection Account or over                  such Collections;            (E)    it will take all reasonably necessary steps to defend the Purchaser's rights in                  respect  of  the  Collection  Accounts  against  any  claim  or  demand  of  any                  person;            (F)    subject  to  paragraph (G) below,  it  will  use  all  reasonable  endeavours  to                  ensure  that  all  the Assigned  Debtors  make  all  payments  due  under  the                                                                                         42 





 






                                                                                        Assigned  Receivables  directly  to  the  credit  of  the  applicable  Collection         Account;    (G)    it will credit any Collections and procure that all cheques, transfers, drafts,         negotiable instruments (when payable) and any other means of payment for         the payment of any Assigned Receivables be credited or transferred to the         applicable Collection Account as soon as reasonably practicable, and as from         the  notification by the Purchaser to the Sellers of a Stop  Purchase Event,         promptly and in either case within 5 Business Days;   (H)    in the event that any Collections are deposited into an account other than a         Collection Account, it will hold such money on behalf of the Purchaser and         shall promptly and in any case within 5 Business Days of such event, credit         such  amounts  to  a  Collection  Account  or  as  otherwise  directed  by  the         Purchaser;    (I)    it  will  monitor  on  a  daily  basis  and  record  in accordance  with  its  usual         procedures Collections received under the Assigned Receivables;   (J)    notwithstanding  any  contrary  provision,  if  a Stop  Purchase Event  has         occurred and if the Purchaser has sent Notification Letters to the Assigned         Debtors pursuant to Clause 10.5.1 (Notification to Debtors), it shall (x) confirm         to any Assigned Debtor, if requested by such Assigned Debtor, that it has to         make its payments in respect of the Assigned Receivables directly into the         account  specified  in  the  Notification  Letters,  (y)  not  give  any  contrary         instruction to the Assigned Debtors, and (z) use all reasonable endeavours to         instruct the relevant Assigned Debtors to make their payments in respect of         the Assigned Receivables directly into the account specified in the Notification         Letter sent to such Assigned Debtors;   (K)    it shall pay in full on the relevant due date all amounts (including bank fees         and indemnities) that may be due by the Servicer to the relevant Collection         Account Bank in relation with the opening or the operation of the Collection         Accounts  except  if  such  amounts  are  contested  in  good  faith  by  such         Servicer.  Without  prejudice  to  the  foregoing,  should  the  Purchaser be         required to pay any of those amounts to the relevant Collection Account Bank         (including under any indemnity to the Collection Account Bank), then such         Servicer shall refund such amounts to the Purchaser as soon as reasonably         practicable upon demand;    (L)    it  shall  inform  the  Purchaser  and  the Programme Manager as  soon  as         reasonably practicable and in any case within 5 Business Days, of the receipt         of any notice terminating (or threatening to terminate) any Collection Account         Security Document, or relating to the closing of any Collection Account due         to  the  non-payment  of  bank  fees  and  indemnities  and  communicate  the         amount of such fees (or for any other reason); and   (M)    if  a  Collection  Account  Bank  ceases  to  be  an  Eligible  Collection  Account         Bank, the Servicer shall close, as soon as possible and within 30 calendar         days, any Collection Account opened in such Collection Account Bank and         within this 30 calendar days period shall:          (1)     instruct the relevant Assigned Debtors to cease to make any payment                 on that Collection Account(s);          (2)     take all appropriate steps (such as a duly established closure-transfer                 process) to ensure that the Assigned Debtors that made payments to                 the  Collection  Account(s), which  has  or  will  be closed, make  all                 payments due under the Assigned Receivables directly to the credit                 of either an existing Collection Account or a new Collection Account                 which in both cases is subject to an equivalent security interest as the                                                                                43 





 






                                                                                                                  one  initially  granted  under  the  Collection  Account  Security                          Documents (provided that any departure from the existing Collection                          Account  Security  Documents  shall  discussed  with  and  agreed  in                          writing by the Purchaser); and                    (3)     provide  the Programme Agent as  soon  as  practicable  and  in  any                          event within 15 Business Days with an updated list setting out the                          details of each of the Collections Accounts currently opened in the                          name  of the  relevant  Servicer  and the relevant  Collection  Account                          Bank(s) and a copy of any new signed Collection Account Security                          Documents (together with any related notice signed by the Collection                          Account Bank).                    Provided that the Servicer shall not close the Collection Accounts held with                  such  Collection  Account  Bank  until  the  actions  specified  in  sub-clause                  12.3.6(M) (1) to (3) have been completed.                   Any  costs  reasonably  incurred  by  the  Purchaser  in  connection  with  this                  paragraph shall  be borne  by the relevant Seller and the  Purchaser will be                  entitled to request from the Servicer any legal opinion in relation to the new                  Collection Account Security Documents and any other agreement related to                  the  opening  and  management  of  the  accounts  with  the  new  Collection                  Account Bank (including any enforceability opinion from the Purchaser's legal                  advisor).   Management of the Collection Account(s)   12.4.1   So long as no Stop Purchase Event has occurred and is notified by the Purchaser to           the Sellers and the Parent Company, each Servicer shall be entitled:            (A)    to  close  its  Collection  Account(s)  with  the  relevant  Collection  Account                  Bank(s), provided that:                   (1)     the relevant Assigned Debtors have ceased to make any payment on                          that Collection Account(s) or that a closure-transfer process has been                          duly established;                  (2)     such  Servicer  has  taken  all  appropriate  steps  (such  as  a  duly                          established  closure-transfer  process)  to  ensure  that  the  Assigned                          Debtors that made payments to the Collection Account(s) it wishes to                          close  make  all  payments  due  under  the  Assigned  Receivables                          directly to the credit of either an existing Collection Account or a new                          Collection  Account which in both cases is subject to an equivalent                          security  interest  as  the  one  initially  granted  under  the  Collection                          Account Security Documents if the closed Collection Account was a                          Secured Collection Account (satisfactory to the Purchaser and/or the                          Programme Manager); and                   (3)     such Servicer provides the Programme Agent as soon as practicable                          and in any event within 5 Business Days with an updated list setting                          out the details of each of the Collection Account currently opened in                          the  name  of  such  Servicer  and  the  relevant  Collection  Account                          Bank(s),            (B)    to open new Collection Account(s) in the same jurisdiction(s) of its existing                  Collection Account(s), provided that such Servicer provides the Programme                  Agent as soon as practicable and in any event within 5 Business Days with                  an  updated  list  setting  out  the  details  of  each  of  the  Collection  Account                  currently opened in the name of such Servicer and the relevant Collection                  Account Bank(s) (which shall be an Eligible Collection Account Bank), which                  shall be subject to an equivalent security interest as the one initially granted                  under the Collection Account Security Document (provided that any departure                  from the existing Collection Account Security Document shall be discussed                  with and agreed in writing by the Purchaser), as the case may be. Any costs                                                                                         44 





 






                                                                                                                        reasonably incurred by the Financial Parties in connection with this paragraph                         shall  be  borne by  the  relevant  Seller  and  the  Purchaser  will  be  entitled to                         request from the relevant Servicer any legal opinion in this respect (including                         any enforceability opinion from the Purchaser's legal advisor).         12.4.2   Upon the notification of a Stop Purchase Event by the Purchaser to the Sellers, no                  Servicer shall:                  (A)    be entitled to close any of its Collection Account(s); and                  (B)    be entitled to open any new Collection Account(s)                  without the prior written consent of the Purchaser.          Management of other payments made by the Sellers and the Servicers         Upon written request of the Purchaser, each Seller and each Servicer shall pay promptly to the         Purchaser any Receivable Indemnity and any other indemnities or repurchase price expressly         payable by it in accordance with the Transaction Documents by transferring such indemnity         amounts from the relevant Collection Account to the relevant Purchaser Account.   13.    DEEMED COLLECTIONS          On any day that any Assigned Receivable is subject (in whole or in part) to a Dilution or that         any Debtor makes payment in respect of any Assigned Receivable net of the amount of any         Dilution, the Applicable Seller, in its capacity as Servicer, shall be deemed to have received on         such day a Collection in relation to such Assigned Receivable in the principal amount of such         Dilution.         Any  fees  and  expenses  incurred  by  any  Collection  Account  Bank paid  by  the  Purchaser in         relation to the payment of the Collections to the credit of the relevant Collection Account shall         be for the account of each Seller and Servicer and such Seller and Servicer, shall be deemed         to have received on such day a Collection in such amount.         Each Collection that any Seller is deemed to have received under Clause 13.1 or 13.2 above         is referred to as a "Deemed Collection" and shall be paid by each Servicer to the Purchaser         on the following Monthly Payment Date in accordance with Clause 12.1.   14.    CASH DEPOSIT          General          The obligations  of each Depositor in  respect  of  the  Deposits and  the  undertaking  of  each         Depositor to pay amounts due to the Purchaser in respect of the Deposits will remain as long         as any Collateralised Obligations are owed or may become owed but no later than the Final         Maturity Date.           Granting and adjustments of the Deposit          14.2.1   Initial Deposit                  Each Depositor shall pay to the Deposit Beneficiary by crediting to the relevant Cash                  Collateral Account by no later than the Initial Deposit Date an amount, denominated                  in each Relevant Currency, equal to the applicable Required Support Amount Month                  M by Relevant Currency Amount determined on the Initial Monthly Calculation Date                  by the Programme Agent (each an "Initial Deposit").           14.2.2   Complementary Deposit                  On each Monthly Calculation Date during the Revolving Period, the Programme Agent                  shall  notify each Depositor of the  applicable  Deposit  Complementary  Amount by                  Currency. If the Deposit Complementary Amount by Currency is higher than zero on                  any  Monthly  Calculation  Date,  the relevant Depositor  shall  pay  to  the Deposit                  Beneficiary by crediting to the relevant Cash Collateral Account by no later than the                  following Monthly  Payment  Date  an  amount  equal  to  the relevant Deposit                  Complementary Amount by Currency.                                                                                                45 





 






                                                                                                        Application of the Deposit          14.3.1   In case of failure to pay any Collateralised Obligation by the relevant Seller or Servicer                  (a "Missed Payment"), the Deposit Beneficiary may elect that the obligation of the                  Deposit Beneficiary to repay a Deposit Refund Amount by Relevant Currency equal                  to the Missed  Payment  under Clause 14.4 below shall be accelerated to a date it                  determines and set off against the obligation of such Seller or Servicer to pay the                  Missed Payment in an amount equal to the lower of the Missed Payment and the then                  Outstanding  Deposit by  Currency,  and  without  the  need  for  any  notice  or  other                  formality to any party (but by applying the relevant Spot Rate Exchange if applicable).                  Following such application, the applicable Deposit shall be deemed to be reduced by                  the relevant amount of the Deposit so applied.          14.3.2   For the avoidance of doubt, the rights of the Deposit Beneficiary may be enforced                  independently from any other security interests or remedies available to it under any                  Transaction Document.          Refund of the Deposit          14.4.1   Partial Refund         If  on  any  Monthly  Calculation  Date a  Deposit  Refund  Amount  by  Relevant  Currency  is         determined to apply on such date by the Programme Agent, the Deposit Beneficiary shall, on         the following Monthly Payment Date, refund to the relevant Depositor an amount equal to that         relevant Deposit Refund Amount by Relevant Currency.          14.4.2   Entire Refund         On the Final  Maturity Date, the Deposit  Beneficiary shall, repay to each Depositor the  then         applicable Outstanding Deposit by Relevant Currency, provided that if on such date the funds         available to the Deposit Beneficiary for the purposes of discharging the relevant Collateralised         Obligations  in  accordance  with  Clause 14.3 are  insufficient,  any  Collateralised  Obligations         remaining unpaid by the relevant debtor shall extinguish the right of the relevant Depositor to         the repayment of the applicable Deposit.          Transfer of Title          Each Party agrees that all right, title and interest in and to any cash which it transfers to the         other party pursuant to this Agreement shall vest in the recipient free and clear of any liens,         claims, charges or encumbrances or any other interest of the transferring party or of any third         person. Accordingly, the Parties agree that, notwithstanding any terms herein to the contrary,         all rights, title and interest of the Depositors in the amounts paid to the Deposit Beneficiary in         respect of the Deposits shall be transferred to the Deposit  Beneficiary, and accordingly the         Deposit Beneficiary shall have no limitations on any disposal, transfer or other action it may         take in respect of such sums it has received.          Consideration         No  remuneration  shall  be  due  by  the  Deposit  Beneficiary  to  the  Depositors  and/or  by  the         Depositors to the Beneficiary for any Deposit posted from time by the Depositors on the Cash         Collateral Accounts.   15.    AUDIT  OF  DATA  AND  MONITORING  OF  THE  SERVICING  MANDATES  BY  THE         PURCHASER         The  Zebra  Entities undertake  to  allow  any  auditing  firms  appointed  by  the  Purchaser (at  a         mutually convenient time and without material disruption to the relevant Zebra Entity’s business)         to audit (i) the accuracy of the data included in the Aggregate Electronic Files and the Servicer         Reports, (ii) the compliance with the Eligible Debtor criteria and the Eligible Receivables criteria,         and (iii) the correct application of the Credit and Collection Policies to the Assigned Receivables         and the Assigned Debtors.         Subject  to Clause 15.4,  each of the  Purchaser,  the Programme Agent and  the Programme         Manager  may  at  any  time (i)  request  from any  Zebra  Entity to  examine  and  inspect during         normal office hours the documentation or information relating to the Assigned Receivables, the                                                                                                46 





 






                                                                                                        Collections or the Contracts and (ii) inspect during normal office hours any Records or Credit         and  Collection  Policies  or  any  other  information  or  document  related  to,  or  electronic  data         systems used by any Zebra Entity in connection with any Assigned Receivable or the collection         and servicing thereof.          Each Zebra Entity undertakes to cooperate fully with the Purchaser and the Programme Agent         in respect of such audits. Any such audit shall be at a time convenient to the relevant Zebra         Entity and without material disruption to the relevant Zebra Entity's business.          The Purchaser may conduct agreed on-site audits with the Programme Agent within the limit of         1 audit per calendar year and per Zebra Entity.         The annual audit fees incurrence in accordance with Clause 15.1 shall be borne and paid by         the relevant Zebra Entity within the limit of EUR 50,000 per annual audit.         The limit sets out in paragraphs 15.4 and 15.5 above shall not apply in relation to any additional         audits,  examinations  and  visits (i)  undertaken  after  the  occurrence  of  an  Incipient  Stop         Purchase Event or a Stop Purchase Event or (ii) undertaken following an audit report indicating         a deficiency and such additional cost shall be paid by the Parent Company.    16.    REPRESENTATIONS, COVENANTS AND INDEMNITY          Representations         On the Signing Date, on each Purchase Date and on each Monthly Reporting Date, each of the         Zebra Entities acting separately in its own name but not jointly and, with respect to itself, makes         the following representations and warranties to the Purchaser, the Programme Manager, the         Programme Agent and the Programme Manager:         16.1.1   it  is  a corporate entity,  duly  incorporated and validly  existing under  the Applicable                  Laws of its jurisdiction of incorporation;         16.1.2   it has full capacity, power and authority and has taken all necessary corporate actions                  to authorise the execution, delivery and performance by it of each of the Transaction                  Documents to which it is a party;         16.1.3   it  is  not  entitled  to  claim  immunity  from  suit,  execution,  attachment  or  other  legal                  process in any proceedings taken in its jurisdiction of incorporation in relation to any                  Transaction Document;         16.1.4   subject to applicable bankruptcy, insolvency, moratorium, reorganisation or other laws                  affecting  the  enforcement  of  rights  of  creditors  generally,  its  obligations  under  the                  Transaction Documents constitute legal, valid and binding obligations, enforceable                  against it in accordance with their respective terms;         16.1.5   neither the execution and delivery, nor the performance by it of any of the Transaction                  Documents to which it is a party contravenes (i) any Applicable Law; (ii) any judgment,                  order, writ, award, injunction or decree of any court having jurisdiction over it; (iii) any                  agreement or other financing binding on or affecting it or any of its assets (including                  the Receivables); or (iv) its Organisational Documents;         16.1.6   unless otherwise provided in the Local Receivables Purchase Agreement to which it                  is a party it has its centre of main interest in its jurisdiction of incorporation;         16.1.7   no license or approval is required for the Servicer to use any Programme currently                  used by the Servicer in the servicing of the Receivables, other than such licenses and                  approvals that have been obtained and are in full force and effect;         16.1.8   it is not Insolvent or subject to an Insolvency Proceeding;         16.1.9   no  legal  action,  litigation,  administrative  (including  in  relation  to  any  Tax  or  VAT)                  proceeding or arbitration or governmental, judicial or official investigation or inquiry,                  has been commenced, is pending or threatened against it, which would be reasonably                  likely, immediately or in the future, to have a Material Adverse Effect;         16.1.10  it has disclosed to the Purchaser, Programme Manager, Programme Agent and the                  Programme Manager all facts which may have a Material Adverse Effect;          16.1.11  in  any  legal  proceedings  taken  in  its  Relevant  Jurisdiction  in  relation  to  any                  Transaction  Document  to  which  it  is  a  party,  the  choice  of  law  expressed  in  such                                                                                                47 





 






                                                                                                   document to be the governing law of such Transaction Document and any judgment           obtained in such jurisdiction will be recognized and enforced;  16.1.12  the assignment and transfer of each Eligible Receivable and the attached Related           Rights and Related Security on each Purchase Date pursuant to a Local Receivables           Purchase Agreement is effective to transfer full, unencumbered beneficial title to the           Eligible Receivable to the Purchaser and no further act, condition or thing is required           to be done in connection with such assignment and transfer in order to enable the           Purchaser  to  require  payment  of  such  Receivable  to  the Applicable Seller  or  to           enforce any such right in court, other than the delivery to each relevant Debtor of a           Notification Letter (to the extent applicable);  16.1.13  each  Receivable  which  is  offered for  sale to  the  Purchaser  satisfies  each  of  the           Eligible Receivables criteria on each Eligibility Test Date applicable in respect of such           Receivable;  16.1.14  the  transactions  contemplated  in  the  Transaction  Documents  are  in  its  corporate,           economic and financial interest, and in compliance with Applicable Law;  16.1.15  it has entered into the Transaction Documents in good faith for its benefit and on arm's           length  commercial  terms  and  completing  such  transactions  will  not  materially  and           adversely affect its financial condition;  16.1.16  the communication by it to any other Party of any information or data and the delivery           by it of any records or reports relating to (a) any Assigned Debtor, (b) any person           having  granted  a  Related  Right  or  Related  Security  in  connection  with  the           Receivables  (if  applicable),  (c)  the  Receivables  and/or  (d)  the  Related  Rights,  in           connection with the Transaction, does not violate any provisions of applicable privacy           protection  laws  or  data  protection  laws  and  does  not  make  the  Purchaser,  the           Programme Agent and/or the Programme Manager data controller within the meaning           of the Applicable Law;  16.1.17  no steps have been taken by its board of directors and no circumstances exist, which           might reasonably be expected to render any of its representations and warranties no           longer true or accurate;  16.1.18  it,  as  applicable,  has  the  software,  hardware,  information  technology  and  human           resources necessary to allow it to identify, manage, collect, and recover the Assigned           Receivables  offered  by  it  and  to  comply  with  the  other  obligations  under  the           Transaction  Documents,  including,  without  limitation,  the  obligations  to  provide           information in accordance with the Transaction Documents;  16.1.19  the information contained in any documentation or record provided by it under any           Transaction Document is true, accurate and up to date as of the date so provided           and, it does not contain any misstatement of fact nor omits to state a fact or any fact           necessary to make the statements contained therein is misleading;  16.1.20  the  information  provided  by it or  on its  behalf in  relation  to the  preparation  of  the           Transaction Documents and the transaction contemplated thereby is accurate in all           material respects as of the date so provided, and, as of such date, it does not contain           any misstatement of fact nor omits to state a material fact or any fact necessary to           make the statements contained therein is misleading;   16.1.21  its principal place of business, chief executive office and the offices where it keeps all           its Records, are located at its place of incorporation or such other locations notified to           each Purchaser and the Programme Agent.  16.1.22  nothing  has  occurred  or  been  omitted from the information  provided  by the  Zebra           Entities and no information has been given or withheld that results in the information           provided by the Zebra Entities being materially untrue or misleading in any respect           likely, in each case, to affect the decision of the Purchaser when considering to enter           into this Agreement;   16.1.23  such Zebra Entity is in compliance with all requirements of law except where such           non-compliance could not reasonably be expected to have a Material Adverse Effect;           provided, however, that where such compliance relates to any Anti-Corruption Laws,                                                                                         48 





 






                                                                                                                 Anti-Money Laundering Laws or Sanctions, each Zebra Entity and its Subsidiaries is                  in compliance in all respects and subject to no exceptions;         16.1.24  such Zebra  Entity shall,  and  shall  cause  its Subsidiaries  to,  maintain  and  enforce                  policies and procedures designed to promote and achieve compliance by such Zebra                  Entities  and  its  Subsidiaries  with  applicable  Anti-Corruption  Laws,  Anti-Money                  Laundering Laws and Sanctions;         16.1.25  none  of the Zebra Entities or  any  of  its Subsidiaries  or,  any  of  their  respective                  directors,  officers  or,  to  such Zebra  Entity’s  knowledge,  any  of  their  respective                  affiliates, agents or employees (i) has conducted their respective businesses or taken                  any action that would constitute or give rise to a violation of any Anti-Corruption Law                  or Anti-Money Laundering Law or (ii) is or has been subject to any action, proceeding,                  litigation, claim or, to such Zebra Entity’s knowledge, investigation with regard to any                  actual  or  alleged  violation  of  any  Anti-Corruption  Laws  or Anti-Money  Laundering                  Laws;          16.1.26  none  of  the  Zebra  Entities,  or  any  of  their  respective Subsidiaries,  or  any  of  their                  respective  directors,  officers  or,  to  such Zebra  Entity’s  knowledge,  any  of  their                  respective affiliates, agents or employees (i) is a Sanctioned Person, (ii) is currently                  engaging or has engaged in any dealings or transactions with, involving or for the                  benefit of a Sanctioned Person, or in or involving any Sanctioned Jurisdiction, in each                  case in violation of applicable Sanctions, or (iii) is subject to any action, proceeding,                  litigation, claim or, to such Zebra Entity’s knowledge, investigation with regard to any                  actual or alleged violation of Sanctions; and         16.1.27  it makes any additional representations and warranties as set out in the relevant Local                  Receivables Purchase Agreement         Each  Zebra  Entity shall  inform  the  Purchaser  in  writing  if  any  of  the  representations  and         warranties made under this Clause 16.1 is found to be untrue or incorrect or breached as of the         date that such representation or warranty was made, or deemed to be made, forthwith upon         becoming aware of such untruthfulness, inaccuracy or breach.          Covenants         Until  the  Final  Maturity  Date, each  Zebra  Entity, with  respect  to  itself, shall  perform  the         covenants and obligations applicable to it and set out below and elsewhere in this Agreement.         Each Zebra Entity undertakes to the Purchaser, the Programme Manager and the Programme         Agent that it shall:   Corporate covenants:         16.2.1   maintain its centre of main interest (within the meaning of the Regulation (EU) No.                  2015/848 of 20 May 2015) or if not applicable to it, its principal place of business in                  its  jurisdiction  of  incorporation and  continue  to maintain  its  tax  residence  and  be                  registered for VAT purposes solely in its jurisdiction of incorporation;         16.2.2   comply  with  its Organization  Documents,  all  Applicable  Laws,  rules,  regulations,                  orders,  judgements,  injunctions  or  awards  binding  on  it  and,  where  relevant,  the                  Assigned Receivables and the related Contracts, unless such non-compliance would                  not  be  reasonably  likely,  immediately  or  in  the  future,  to have  a  Material  Adverse                  Effect;          16.2.3   preserve and maintain its corporate existence;         16.2.4   cause  to  be  prepared  financial  statements  and,  if  any,  consolidated  financial                  statements which will comply with the statutes, regulations and generally accepted                  practices in its jurisdiction of incorporation at any time;         16.2.5   keep  all  documents,  books  and records  and  shall  procure  the compliance  with  all                  reporting and accounting requirements which are imposed by any law or regulation                  applicable in its jurisdiction;         16.2.6   in respect of each Seller and the Parent Company, provide the Programme Manager                  with  a  copy  of  (i) its  latest  annual  approved  accounts  (per  Zebra  Entity  and                  consolidated,  if applicable, and audited), within 150 days of the  end of each of its                                                                                                49 





 






                                                                                                                 financial years or, if later, by the date on which it is obliged to file such accounts in                  accordance with applicable law and (ii)  its latest semi-annual  accounts (per Zebra                  Entity, consolidated, if applicable) within 120 days of the end of the relevant semi-                 annual period. For so long as the Parent Company is a public company and subject                  to public company reporting and disclosure requirements, all financial reports, on a                  consolidated basis, will be available at investors.zebra.com/financials/sec-filings;          16.2.7   file all Tax and VAT returns and reports required by law within any statutory deadline,                  maintain records for all taxation purposes (including for the purposes of VAT for as                  long  as  provided  by  law  in  relation  to  such  records)  and  pay  within  any  statutory                  deadline all Taxes, VAT and governmental charges (including social contributions)                  owed  by  it,  (i)  except  any  such  Taxes, VAT or  charges  which  are  being  diligently                  contested  in  good  faith  by  appropriate  proceedings,  but  only  so  long  as  such                  proceedings  would  not  affect  the  performance  of  any  Transaction  Document  or                  recovery of any amounts in respect of the Assigned Receivables or (ii) to the extent                  that a failure to do so would not affect its ability to perform its obligations under the                  terms of the Transaction Documents to which it is a party and/or the recovery of any                  amounts in respect of such Assigned Receivables;         16.2.8   forthwith upon any change in its list of authorised signatories, provide the Programme                  Manager and the Programme Agent with an updated list of its authorised signatories;         16.2.9   ensure that its obligations under the Transaction Documents rank at any times at least                  pari  passu with  all  its  other,  present,  actual  or  contingent,  unsecured  and                  unsubordinated  obligations  and  liabilities,  (except  for  obligations  which  are                  mandatorily preferred by law applying to companies generally in the jurisdiction of its                  incorporation);         16.2.10  procure  that each Zebra  Entity is  in  compliance,  and  shall  comply  with  all                  requirements of any law (other than those specifically relating to any Anti-Corruption                  Laws,  Anti-Money  Laundering  Laws  or  Sanctions)  if  the  failure  to  comply  could                  reasonably be expected to have a Material Adverse Effect;          16.2.11  procure that each Zebra Entity shall, and shall cause its Subsidiaries to, continue to                  maintain  and  enforce  policies  and  procedures  designed  to  promote  and  achieve                  compliance by such Zebra Entity and its Subsidiaries with applicable Anti-Corruption                  Laws, Anti-Money Laundering Laws and Sanctions;         16.2.12  ensure  that no Zebra  Entity shall  nor  shall  it  permit  its Subsidiaries  to,  directly  or                  indirectly, (A) use any part of the proceeds of any purchase hereunder, or otherwise                  make available such proceeds to any Person in any manner that would constitute or                  give rise to a violation of Sanctions by any party hereto or (B) fund all or part of any                  repayment or reimbursement of the obligations hereunder out of proceeds derived                  from  any  transaction  or  activity  involving  a  Sanctioned  Person  or  Sanctioned                  Jurisdiction; and         16.2.13  ensure that no Zebra Entity shall, directly or indirectly, use any part of the proceeds                  of  any  purchase  hereunder  for  any  payments  to  any  governmental  official  or                  employee, political party, official of a political party, candidate for political office, or                  anyone else acting in an official capacity, in order to obtain, retain or direct business                  or obtain any improper advantage, in each case in violation of Anti-Corruption Law.   Transaction Documents covenants:         16.2.14  procure that its form of incorporation or corporate structure is not modified, not enter                  into  any  amalgamation, demerger,  merger  or  corporate reconstruction,  or  not  sell,                  lease or transfer all or substantially all of its assets to any other person, which may                  affect its obligations under the Transaction Documents, unless such sale, lease or                  transfer have been previously agreed in writing by the Purchaser and the Programme                  Manager (such agreement not to be unreasonably withheld or delayed);         16.2.15  file,  record  or  enrol  each  Transaction  Document  required  to  be  filed,  recorded  or                  enrolled  with  any  relevant  court  or  other  authority  and  ensure  that  such  required                  filings, recordings or enrolments are at all times maintained in accordance with any                  applicable requirement of statutes and regulations, which may affect its obligations                                                                                                50 





 






                                                                                                   under  the  Transaction  Documents  or  the  legality,  validity  or  enforceability  of  any           Transaction Document;  16.2.16  deliver to the Purchaser an Officer's Solvency Certificate on each anniversary of the           Signing Date and for the first time on the Signing Date;  16.2.17  notify the Purchaser, the Programme Agent and the Programme Manager promptly           upon becoming aware of the occurrence of (i) a Stop Purchase Event or an Incipient           Stop Purchase Event (unless such Stop Purchase Event or Incipient Stop Purchase           Event has been duly waived) and (ii) a Change of Control in respect of any Zebra           Entity;  16.2.18  to the extent that, after the Purchase Date, a Seller holds, or it is held to its order, or           it  receives,  or  it  is  received  to  its  order  any  benefit  in  respect  of  any  Assigned           Receivable,  hold  such  benefit  as  agent of  the  Purchaser  and  (if  the  same  is  in           monetary form) promptly pay the same to the Purchaser in accordance with the terms           of the Transaction Documents;  16.2.19  in relation  to any  of its  Eligible Receivables owed by  Eligible Debtors that  are  not           Assigned Receivables:           (A)    not enter into any securitisation, factoring or invoice discounting transaction                  or any other transaction having similar legal content and/or effect (including                  any assignment or by way of guarantee, sub-participation, subrogation or the                  declaration of a trust over its beneficial interest in any Receivable); and           (B)    not create or suffer to exist any Lien, attachment or seizure whatsoever, or                  any  rights  in  rem,  personal  right  in  favour  of  a  third  party,  encumbrance                  whatsoever  or  any  arrangement with analogous effect  (other  than  Liens                  arising by operation of law but not as a result of any default or omission by                  such Applicable Seller);  16.2.20  in the case of the Parent Company, maintain either directly or indirectly at least an           absolute majority in the share capital and control of voting power of each Seller and           each Servicer until the Final Maturity Date;  16.2.21  procure at all times that (i) subject to Clause 6.3.25, each Secured Collection Account           is subject to a valid and enforceable Collection Account Security Document and (ii)           the list of the Collection Account specified in Error! Reference source not found. of           Error! Reference source not found. is at all times accurate and up-to-date;  16.2.22  supply to the Purchaser and the Programme Manager promptly upon becoming aware           of them, with the details of any litigation, arbitration, investigations, or administrative           proceedings current, threatened or pending against any member of the Parent Group           or any other events which are reasonably expected to have a Material Adverse Effect;  16.2.23  not enter into any securitisation, factoring or invoice discounting transaction or any           other transaction having similar legal content and/or effect (including any assignment           or by way of guarantee, sub-participation, subrogation or the declaration of a trust           over its beneficial interest in any Receivable) in relation to any Eligible Debtor other           than  in  relation  to  the  Transaction  Documents  or  as  otherwise  permitted  by  the           Purchaser and the Programme Manager at their sole discretion;  16.2.24  comply with any other covenant as set out in the relevant Local Receivables Purchase           Agreement;                                                                                         51 





 






                                                                                                 Covenants relating to the Assigned Receivables:         16.2.25  without prejudice to the terms of Clause 10.2, in relation to an Assigned Receivable,                  perform all its obligations and comply with all material provisions and covenants under                  the Contract under which such Assigned Receivable arises or will arise and refrain                  from  performing  any  action  which  may  have  a  material  adverse  effect  on  the                  existence,  the  validity,  the  collectability  or  the  enforceability  of  any  Assigned                  Receivable, Related Rights and Related Security sold by it, (including but not limited                  to  actions  which  may  result  in  any proceedings,  set-off,  counterclaim  or  defence                  whatsoever being  brought in  respect  of  such Assigned  Receivable,  except  to  the                  extent  that  the  amounts  affected  by  such  events  will  be  fully  covered  by Deemed                  Collections due under Clause 12.3 in respect of such Dilutions due by the Applicable                  Seller(s);         16.2.26  comply with the relevant Credit and Collection Policy and undertake not to amend or                  replace the said Credit and Collection Policy, except where:                   (A)    either  (i)  such amendment is  minor  and  administrative  in  nature (it  being                         specified  that any  change  to the  Collections' allocation rules referred to in                         Clause 12.2 shall  not  be  considered  as  minor  or  administrative) or  (ii)  the                         Purchaser has delivered to the applicable Servicer its written consent to the                         proposed amendment; and                  (B)    the Purchaser and the Programme Manager have been informed in writing of                         such  proposed  amendment  not  later  than  30  days  prior  to  the  anticipated                         effective date of such amendment;         16.2.27  not sell, assign, transfer, subrogate in any way, dispose of, encumber or negotiate                  any of the Assigned Receivables sold by it and/or the Related Rights and Related                  Security related thereto or the corresponding Contracts or grant any Lien over or in                  relation  to  any  Assigned  Receivable  or  act  in  any  way  that  would  reasonably  be                  expected to result in a Lien being created in respect of any Assigned Receivable or                  knowingly attempt to carry out any such action in any way whatsoever, except if and                  where expressly permitted pursuant to the Transaction Documents;         16.2.28  not create, nor knowingly allow for the creation or continuation of any right whatsoever                  encumbering all or any part of the Assigned Receivables sold by it and/or the Related                  Rights and/or Related Security related thereto or the corresponding Contracts;          16.2.29  not enter into any subsequent assignment or transfer or subrogation (or purport or                  agree to do so) of any Assigned Receivable or any Related Security or Related Rights                  or grant any Lien over or in relation to any Assigned Receivable or act in any way that                  would  reasonably  be  expected  to  result  in  a  Lien  being  created  in  respect  of  any                  Assigned Receivable;         16.2.30  at  any  time  prior  to  delivery  of a Notification  Letter  to  an  Assigned  Debtor  in                  accordance with Clause 10.5.1, instruct all Assigned Debtors to pay all amounts due                  in respect of the Assigned Receivables directly to the relevant Collection Account;         16.2.31  at any time following the delivery of a Notification Letter to an  Assigned Debtor in                  accordance with Clause 10.5.1, not amend or otherwise modify or cancel or revoke                  such notification or other payment instructions to such Assigned Debtor or instruct                  such  Assigned  Debtor  to  make  payments  in  respect  of the relevant  Assigned                  Receivables to any account other than the account referred to in such notification,                  unless otherwise required or expressly permitted by the Transaction Documents;         16.2.32  (a) not take any action in respect of an Assigned Receivable that may reasonably                  affect the existence, the validity, the collectability or the enforceability thereof, or (b)                  delay the taking of any action against a defaulting Assigned Debtor;         16.2.33  use  all  reasonable  endeavours  to,  at  its  own  expense,  take  whatever  action  the                  Purchaser may  reasonably  require  in  writing  to  protect,  exercise,  demonstrate  or                  effect  its  rights  over the Assigned  Receivables  and  Related  Security  and  Related                  Rights pursuant to this Agreement, or any Transaction Document to which it is a party                  including  but  not limited  to  where such  transfer  is  challenged  by  any  third  party                  (including the relevant Assigned Debtor);                                                                                                52 





 






                                                                                          16.2.34  ensure that its computer systems, records (including the Records) and documents           relating to the Assigned Receivables enable the proper performance of its obligations           pursuant to the Transaction Documents;  16.2.35  conduct annual back-up and recovery tests of their IT system;  16.2.36  identify  and  individualise  each  Assigned  Receivable  (and  all  Related  Rights  and           Related Security) tracked on an Excel spreadsheet as being beneficially owned by           the Purchaser; and  16.2.37  comply with any other covenant as set out in the relevant Local Receivables Purchase           Agreement.   Breakage Cost  Each  Zebra  Entity hereby  irrevocably  and  unconditionally  undertakes  to  indemnify  the  Purchaser and  any  CP  Issuer on  its  demand for  any  properly  documented loss  suffered  or  expense incurred by it as a result of any transfer of beneficial ownership in Receivables not  taking  place on  a  Purchase  Date notwithstanding  an  acceptance  of  such  transfer  by  the  Purchaser, unless and save to the extent that the non-occurrence of such transfer is solely a  result of a failure by the Purchaser to fund the related Purchase Price.   Indemnities  Each Zebra Entity agrees to indemnify the Programme Agent, the Purchaser, the Programme  Manager and any CP Issuer (each, an "Indemnified Party"), or procure that such Indemnified  Party is indemnified, from and against any and all claims, losses, liabilities and reasonable costs  and  expenses  (including refinancing  cost) such  Indemnified Party may  have  under  this  Agreement and the other Transaction Documents, or under any Local Receivables Purchase  Agreement, upon a duly documented request from the relevant Indemnified Party, without any  delay, set off, deduction, exception or withholding, arising out of or resulting from any of the  following:  16.4.1   the characterization in any Servicer Report, Aggregate Electronic File or other written           statement  made  by  or  on  behalf  of  the  Seller  of  any  Receivable  as  an  Eligible           Receivable  which,  as  of  the applicable Eligibility  Test  Date, was  not  an  Eligible           Receivable; and/or  16.4.2   any representation or  warranty or statement made or deemed to be made by any           Zebra Entity under any Transaction Document which proves to have been incorrect           or untrue in any respect when made or deemed made; and/or  16.4.3   any failure by any Seller to vest in the Purchaser a full and absolute ownership in each           Assigned Receivable; and/or  16.4.4   any failure of any Zebra Entity to perform its duties or obligations in accordance with           any  Transaction  Document and/or the  occurrence  of  any  Stop  Purchase  Event  or           Incipient Stop Purchase Event; and/or  16.4.5   any Lien (other than pursuant to a Collection Account Security Document) over any           Collection  Account  or  any  seizure,  attachment,  sequestration,  distress,  execution,           claim or demand relating to any Collection Account or to any Collections which affect           the rights of the Purchaser over such Collection Account or Collections; and/or  16.4.6   any  claim, proceeding  or  action  brought  by  any  Person  other  than an  Indemnified           Party against an Indemnified Party arising from any activity by such Zebra Entity (or           any sub-servicer) in servicing, administering or collecting any Assigned Receivables;           and/or   16.4.7   an  Indemnified  Party investigating  any  event  which  it  reasonably  believes  is  an           Incipient Stop Purchase Event or Stop Purchase Event.  The  relevant Zebra  Entity shall  pay the relevant  indemnities by  way  of  wire  transfer  in  immediately available funds to an account indicated by the relevant Indemnified Party.                                                                                         53 





 






                                                                                                 17.    TAXES          Net payments         17.1.1   All payments to be made by any Zebra Entity (or any person acting on their behalf)                  (each a "Relevant Party") to the Purchaser or any other party under any Transaction                  Document shall be made free and clear of and without deduction for or on account of                  tax (a "Tax Deduction") unless such Relevant Party is required by law to make such                  Tax Deduction. If a Relevant Party is required to make a Tax Deduction, that Relevant                  Party shall make that Tax Deduction and any payment required in connection with                  that Tax Deduction within the time allowed and in the minimum amount required by                  law.         17.1.2   If a Tax Deduction is required to be made by a Relevant Party, the amount of the                  payment due from that Relevant Party shall be increased by an amount necessary to                  ensure that, after the making of such Tax Deduction, the Purchaser or such other                  party to the Transaction Documents receives and retains (free  from  any liability in                  respect of any such deduction or withholding) a net sum equal to the sum which it                  would  have  received  and  so  retained  had  no  such  Tax  Deduction  been  made  or                  required to be made.         17.1.3   If, at any time, any Relevant Party is required to make a Tax Deduction (or if thereafter                  there is any change in the rates at which or the manner in which such Tax Deductions                  are calculated), such Relevant Party (the "Affected Relevant Party") shall promptly                  notify the Programme Manager and the Purchaser.         17.1.4   Without prejudice to the provisions of this Clause 17, if the Purchaser or any other                  party to the Transaction Documents (other than a Relevant Party) is required to make                  any payment in connection with (a "Payment"):                  (A)    a Tax Deduction as a result of the omission, delay or failure of any Zebra                         Entity to satisfy any of its obligations under Clause 17.1.1; or                  (B)    any  Tax  imposed  by  way  of  withholding  or  deduction  on  any  payment  in                         relation to any Assigned Receivable following the delivery of a Notification                         Letter,                  the  Zebra  Entities shall  upon  written  documented  demand  from  the Programme                  Manager, promptly indemnify such person against such Payment together with any                  late payment interest, penalties and direct reasonable expenses payable or incurred                  in connection therewith.          VAT         Except as otherwise provided in a Transaction Document, all amounts expressed to be payable         under a Transaction Document by any Party ("Party A") to another Party ("Party B") which (in         whole or in part) constitute the consideration for any supply for VAT purposes, are deemed to         be  exclusive  of  any  VAT  which  is  chargeable  on  that  supply,  and  accordingly,  if  VAT  is  or         becomes chargeable on any supply made by Party B to Party A (which Party B is required to         account to the relevant tax authority for the VAT) Party A must pay to Party B, in addition to and         at the same time as paying any other consideration for such supply, an amount equal to the         amount of the VAT and Party B must promptly provide an appropriate VAT invoice to Party A.          VAT refund         Where an Assigned Debtor fails to make payment of an Assigned Receivable, the Applicable         Seller shall, upon request from the Purchaser, take all necessary actions as permitted by the         laws, regulations or official guidelines of any Relevant Jurisdiction, so as to obtain a relief of         VAT applicable to such Assigned Receivable from the relevant tax authorities. The Purchaser         in turn undertakes to cooperate and take any actions that may be reasonably necessary in the         context  of  such  relief.  The  portion  of  the  relevant  amount  of  unpaid  Assigned  Receivables         corresponding to the chargeable VAT relating thereto recovered by any Seller will be due to the         Purchaser up to the amount so recovered by such Seller from the relevant tax authorities.                                                                                                54 





 






                                                                                                 18.    CHANGE IN CIRCUMSTANCES         If, as a result of: (i) any Change of Law and/or (ii) the compliance with any regulation, request         from or requirement of any central bank or other fiscal, monetary or other authority:          18.1.1   any of the Purchaser, the Programme Manager, any CP Issuer or any Liquidity Facility                  Provider (each a "Financial Party" and, collectively, the "Financial Parties") incurs                  an increase of costs attributable to: (1) entering into and/or performing its obligations                  under any Transaction Documents; and/or funding or maintaining its participation to                  the Programme  (2) assuming or maintaining a commitment under any Transaction                  Document; and/or (3) in respect of the Purchaser, purchasing or having purchased                  any Eligible Receivable; or          18.1.2   any  sum  received (or  to  be  received)  by  such  Financial  Party  under  the Finance                  Documents or the return of such Financial Party under the Finance Documents (to                  the extent attributable to the Finance Documents) on its capital, is or will be reduced,         then, the Sellers shall upon demand of the Programme Agent, promptly pay on a pro rata basis         pursuant to Clause 20.4 to the relevant Financial  Party amounts sufficient to indemnify that         Financial  Party  (or  any  such  holding  company)  against,  as  the  case  may  be,  such  income         reduction or increased costs.         The Programme   Agent  shall  promptly  notify the  Zebra  Entities upon  becoming  aware  of  a         Financial Party intending to make a claim pursuant to Clause 18.1.         The Programme   Agent  shall,  on behalf  of the relevant Financial  Party,  provide  a certificate         confirming the amount of its costs claimed under Clause 18.1 (giving reasonable details of the         circumstances giving rise to such claim and the calculation of such costs).   19.    CONSEQUENCES OF THE OCCURRENCE OF A STOP PURCHASE EVENT          Upon the occurrence of a Stop Purchase Event, the Purchaser may at any time (in its sole and         absolute discretion), immediately terminate the Revolving Period and thereby definitively cease         to make any further purchases or transfers of Receivables under the Transaction Documents,         by delivering a Termination Notice to the Zebra Entities.          The  Purchaser  shall  promptly  deliver  a  copy  of  any  Termination  Notice  to  the Programme         Agent, Programme Manager and the Programme Manager.   20.    PAYMENTS MECHANICS          Currency of account          Euro is the currency of account and payment for each and every sum at any time due from one         Party to another under the Transaction Documents, except that each payment in respect of         costs and expenses in respect of a Transaction Document, shall be made in the currency in         which the same were incurred and payments of Collections and Purchase Price shall be made         in the same Relevant Currency as the Assigned Receivable.           Set-off         20.2.1   Save as expressly otherwise provided to the contrary, in particular in respect of the                  payment  of  any  Adjustment  Amount  (if  negative) by  the  Applicable  Seller  to the                  Purchaser  under  Clause 7.3.2 or  the  payment  of the Initial Cash  Deposits or  any                  Complementary  Deposit, all  payments  to  be  made  by any  Zebra  Entity under  the                  Transaction Documents shall be calculated and be made without (and free and clear                  of any deduction for) set-off or counterclaim.         20.2.2   At any time the Purchaser shall be entitled to set-off any amount due and payable by                  it to any Zebra Entity under any Transaction Document against any amount due and                  payable by such Zebra Entity to it under any Transaction Document.         20.2.3   For the purpose of Clauses 20.2.1 and 20.2.2, any amount denominated in a Relevant                  Currency which is not Euro will be converted in Euro by applying the applicable Spot                  Rate Exchange.                                                                                                55 





 






                                                                                                        Late payment interest         20.3.1   If any Seller, any Servicer, the Centralising Agent or the Parent Company fails to pay                  any amount payable by it to the Purchaser thereunder on its due date, interest shall                  accrue on the overdue amount from the date on which the amount is due up to the                  date of actual payment (the "Period") at a rate equal to the sum of (i) the overnight                  rate during such Period (if that rate is less than zero, the applicable overnight rate                  shall be deemed to be zero) and (ii) 2% per annum.         20.3.2   The late payment interest shall be due on the day on which the overdue amount is                  actually paid.          Sellers' payments pro rata         All fees, costs and expenses due and payable by each Seller under any Transaction Document         shall  be  of  an  amount  calculated on  the  basis  of  a  ratio  of  (the "Seller  Ratio")  (i) the         Outstanding  Amount, in Euro (or  if  denominated  in  another  Relevant  Currency  by  being         converted in Euro by applying the applicable Spot Rate Exchange), of Assigned Receivables         of such Seller; over (ii) the aggregate Outstanding Amount, or its Euro (or if denominated in         another Relevant Currency by being converted in Euro by applying the applicable Spot Rate         Exchange), as of the last Monthly Calculation Date.   21.    PROGRAMME AGENT AND PROGRAMME MANAGER          Appointment and duties of the Programme Agent         The Purchaser hereby appoints the Programme Agent to:         21.1.1   check the information contained in the Aggregate Electronic File, the Servicer Report                  and any other information provided from time to time by any Zebra Entity;         21.1.2   verify, if a Stop Purchase Event has occurred and inform the other Parties if such an                  event has occurred;         21.1.3   receive and execute  any  Form  of  Assignment  in  the  name  and  on  behalf  of  the                  Purchaser;         21.1.4   on each Monthly Calculation Date (i) calculate (a) the Purchase Price of the Eligible                  Receivables included in the Returned Electronic File as set out in Clause 7.1, (b) the                  Performance Triggers, (c) the Discount and (d) each DSO, (ii) notify the Purchaser,                  each Seller and the Programme Manager of each Purchase Price, Discount and DSO                  and (iii) deliver to the Programme Manager the Calculation Report;         21.1.5   (i)  update  the  Perimeter  and/or Relevant  Currency  Debtor  Limit to  reflect  the                  modifications decided and/or accepted by the Programme Manager in accordance                  with Clauses 5.2 and 5.3, (ii) send to the Purchaser and the Centralising Agent the                  updated  version  of  the  Perimeter  which  shall  become  applicable  as  from  (and                  including) the immediately following Monthly Cut-Off Date and (iii) perform any action                  with respect to the Perimeter that are not delegated to the Programme Manager under                  Clause 21.3;         21.1.6   on  each  Monthly  Calculation  Date,  the Programme Agent  and/or  the Programme                  Manager in accordance with this Agreement shall calculate:                   (A)    the Funding Discount by Relevant Currency (as defined in Error! Reference                         source not found.);                   (B)    the Credit Discount by Relevant Currency (as defined in Error! Reference                         source not found.);                   (C)    the Discount;                   (D)    the relevant Purchase Price of the Eligible Receivables to be purchased on                         the immediately following Purchase Date by the Purchaser;                   (E)    the Programme Maximum Amount and the Maximum Amount by Currency;                                                                                                56 





 






                                                                                                   (F)    the Required Support Amount Month M by Relevant Currency; and             (G)    each Deposit Complimentary Amount by Currency and each Deposit Refund                  Amount by Relevant Currency.           in each case on the basis of the information provided to it by the Centralising Agent           last available Servicer Report and Aggregate Electronic File, and in accordance with           the provisions of Error! Reference source not found..  21.1.7   verify if a Debtor should be classified as a Delinquent Debtor or Defaulted Debtor;  21.1.8   perform any action in relation with the update of the Perimeter, as provided in Clause           5;  21.1.9   perform  the selection of  the  Receivables in  accordance  with  Clause 8.3  to  be           retransferred by the Purchaser to the Seller in accordance with Clause 8.2; and  21.1.10  more generally, perform all duties and exercise all rights which are specifically set out           in the Transaction Documents to which it is a party.  If,  after  the  performance  of  the audits referred  to  in  Clause 14,  the Programme Agent  determines  that  there  are  material  discrepancies  between any  Aggregate  Electronic  File or  Servicer Report and the databases of the Zebra Entities, the Programme Agent shall promptly  inform in writing the other Parties and give reasonable details of such discrepancies.    Programme Agent Fee  The Parties agree that the Parent Company shall pay, to the Programme Agent, the Programme  Agent Fee on a monthly basis (i.e. from the Monthly Payment Date falling on the Initial Monthly  Payment Date).   Appointment and duties of the Programme Manager  The Purchaser hereby appoints the Programme Manager to:  21.3.1   (i)  update  the  Perimeter  and/or Relevant  Currency  Debtor  Limit to  reflect  the           modifications decided and/or accepted by the Programme Manager in accordance           with Clauses 5.2 and 5.3, (ii) send to the Purchaser and the Centralising Agent the           updated  version  of  the  Perimeter  which  shall  become  applicable  as  from  (and           including) the immediately following Monthly Cut-Off Date and (iii) perform any action           with respect to the Perimeter that are not delegated to the Programme Agent under           Clause 21.1;  21.3.2   propose on its  behalf  to modify  the Credit  Risk  Premium  Rate  in accordance with           Clause 7.2; and  21.3.3   more generally, perform all duties and exercise all rights which are specifically set out           in the Transaction Documents to which it is a party.   Liability of the Programme Agent and the Programme Manager  The Programme Agent and the Programme Manager shall:  21.4.1   act as agents of the Purchaser solely with respect to their respective obligations and           duties expressly specified in this Agreement;   21.4.2   have  the  obligation  to  act  with  care  and  diligence  in  the  performance  of their           obligations  and  duties under  this  Agreement,  provided  they  shall  be  entitled  to           assume  the  accuracy  and  completeness  of  all information  provided  by the  Zebra           Entities pursuant to the Transaction Documents without being required to make any           further enquiry or otherwise undertaking any liability; and  21.4.3   not be liable in any way for any consequence arising from any non-fulfilment by the           other parties  to  any  Transaction  Document  of  the  obligations  or  commitments           respectively undertaken pursuant to this Agreement.   Duration of the appointment of the Programme Agent and the Programme Manager  The appointment of and the powers granted by the Purchaser to the Programme Agent and the  Programme Manager pursuant to this Agreement will be effective from the Signing Date hereof                                                                                         57 





 






                                                                                                        and will remain in full force and effect until the earlier of (a) the Final Maturity Date and (b) the         date  on  which  the Programme Agent  and/or  the Programme Manager resigns  by  sending         written notice provided that such resignation shall only take effect upon the appointment of a         successor by the Purchaser.   22.    ACCESSION OF ADDITIONAL SELLERS AND WITHDRAWALS          Accession Request         At any time during the Revolving Period, the Centralising Agent may deliver to the Purchaser,         with copies to the Programme Agent, a written request (each such request, an "Accession         Request") for the Accession of one or more members of the Parent Group, to be added to the         Programme as Additional Sellers. Each Accession Request shall be irrevocable (subject to the         agreement  by  the Centralising  Agent to  any  modifications  requested  by the Programme         Manager and the Purchaser).          Due diligence         22.2.1   Following receipt of an Accession Request, the Programme Manager may or shall if                  it receives a request to do so from the Purchaser arrange for appropriate due diligence                  to be performed in respect of each proposed Additional Seller.          22.2.2   Matters investigated in connection with such due diligence may include (but shall not                  be limited to) the following with respect to each such proposed Additional Seller:                  (A)    the Receivables originated by it;                  (B)    its Credit and Collection Policy;                  (C)    its information technology systems, policies and procedures;                  (D)    legal, tax, VAT and accounting issues relating to such proposed Additional                         Seller, its receivables and its proposed addition to the Programme; and                  (E)    such  other  matters  as  the Programme Manager  or  the  Purchaser  may                         determine to be relevant in the context of such Accession.          22.2.3   The Programme Manager shall be entitled to appoint any professional advisor in any                  relevant jurisdiction, as it or the Purchaser may deem necessary or desirable for the                  purposes of aforementioned due diligence and, as applicable, the accession process,                  provided that any cost of such professional advisers has been approved by the Parent                  Company prior to such appointment.          Accession process         No Accession of a proposed Additional Seller shall occur unless:         22.3.1   the Programme  Manager  and  the  Purchaser,  each acting  in its  sole  and  absolute                  discretion, have agreed in writing to such Accession;         22.3.2   all  Accession  Agreements  have  been  entered  into  with  respect  to  such  Additional                  Seller pursuant to and in accordance with Clause 22.5; and         22.3.3   without  limitation  of  the  foregoing Clause 22.3.1,  each  of  the  following  conditions                  precedent  to  the  Accession as been  satisfied  in  a  manner  satisfactory  to  the                  Programme   Manager  and  the  Purchaser,  each  acting  in  its  sole  and  absolute                  discretion:                  (A)    on the basis of the conclusions of the due diligence carried out in accordance                         with Clause 22.2, the Programme Manager and the Purchaser are reasonably                         satisfied  that  the  proposed  Additional  Seller  has  the  ability  to  perform  its                         obligations as Seller and Servicer under the relevant Transaction Documents;                  (B)    the Programme Manager has obtained the approval of its credit committee                         for such Accession;                  (C)    such  proposed  Additional  Seller  or  its  counsel  has  delivered  to  the                         Programme Manager and the Purchaser all opinions, certificates and other                         documents reasonably requested by them in connection with the Accession                                                                                                58 





 






                                                                                                                        (which shall include, without limitation, the documents referred to in Clause                         6.3), as applicable, mutatis mutandis, to such proposed Additional Seller));                  (D)    any  tests  requested  by  the Programme Manager,  the  Purchaser  or  the                         Programme Agent of the proposed Additional Seller's information technology                         systems  have been  carried out  with results  satisfactory  to the Programme                         Manager, the Purchaser or the Programme Agent, as the case may be;                  (E)    each Seller and the Parent Company agrees with the modifications that the                         Programme Manager may request to the Transaction Documents as a result                         of such accession; and                  (F)    the relevant Additional Seller has, or the Parent Company has, paid any and                         all fees, costs and expenses required to be paid by it in connection with such                         proposed Accession pursuant to Clause 22.4 (subject to any limit that may                         have been agreed between the Purchaser and the Parent Company).          Payment of fees and expenses         The Centralising Agent (or the relevant Additional Seller) shall be obligated to pay, out of its         own resources, or procure the payment of, with respect to each proposed Accession pursuant         to this Clause 22 (whether the proposed Additional Seller is or, for any reason, is not added to         the Programme   as  an  Additional  Seller),  the  fees and  the  amount  of  any  justified  and         reasonable out-of-pocket costs  and expenses that have been mutually  agreed between the         Zebra Entities and the Financial Parties, incurred by the Programme Agent, the Purchaser and         the Programme   Manager  in  connection  with  such  proposed  Accession  (including,  without         limitation, any fees, costs and expenses relating to the audits and legal advisors) within the         agreed timelines for such payment.          Accession Agreements         22.5.1   Following  (i)  the  delivery  by  the Programme Manager and  the  Purchaser  of  their                  written consent to an Accession pursuant to Paragraph 22.3.1 and (ii) the satisfaction                  of each of the conditions set forth in Paragraph 22.3.3 (the earlier date on which both                  events occur being the "Accession Approval Date"), the relevant Parties shall enter                  into the Accession Agreements related to such Additional Seller.          22.5.2   Each  Accession  Agreement  shall  be  in  a  form  satisfactory  to  each  of  the  parties                  thereto.         22.5.3   From and after the date on which the Accession Agreement has been so entered into                  by all parties thereto, the proposed Additional Seller shall be a Party to the relevant                  Local Receivables Purchase Agreement (based on the jurisdiction of incorporation of                  such Additional Seller) as a Seller and a Servicer, with all of the rights and obligations                  of  a  Seller  and  a  Servicer  under  this  Agreement  and  each  of  the  other  relevant                  Transaction Documents.   23.    CHANGE TO THE PARTIES          Assignments and transfers         Subject  to  Clause 23.3,  none of  the Parties may  assign  any  of  its  rights  or  transfer this         Agreement or any of its rights or obligations under any Transaction Document to which it is a         party without the prior written approval of the other parties thereto.          Successors         Each Transaction Document shall be binding upon and inure to the benefit of each entity which         is a party or accedes to such Transaction Document and its or any subsequent successors and         assignees.          Transfers by the Purchaser          Nothing set forth in this Agreement or in any other Transaction Document shall limit the right of         the Purchaser to sell, assign, novate, transfer, participate, re-transfer, re-participate, insure or         otherwise alienate any of its right, title or interest under any Assigned Receivables, Related                                                                                                59 





 






                                                                                                        Rights,  Related Security  or  Collections  or  any  interest  in  any  of  the  foregoing,  provided,         however, that:          23.3.1   unless a Stop Purchase Event has occurred and is continuing, the transferee is not a                  direct competitor of the Parent Company or its Subsidiaries (with respect to any lines                  of business engaged in by them as of the Signing Date or the relevant  Accession                  Date); and          23.3.2   in the case of an assignment or transfer, such assignee or transferee has undertaken                  to the Purchaser obligations that allow the Purchaser to duly and timely comply with                  its obligations under this Agreement and agrees to the same restriction on the ability                  to  notify  Debtors  of  such  assignments  as  the  Purchaser  has  agreed  to  in  this                  Agreement.   24.    CONFIDENTIALITY          Each Party agrees to keep the Transaction Documents and all information of any kind that is         not in the public domain transmitted by any other Party (whether directly or through an Affiliate)         as confidential. The Parties agree not to disclose such information to any other Person and to         ensure  that  their  respective  personnel  similarly  respect  the  confidential  nature  of  such         information provided that a Party may make any such disclosure:         24.1.1   to its auditors and to any other professional advisers subject to a professional duty of                  confidentiality;         24.1.2   to any regulators banking supervisory authorities or tax authorities and to any Person                  to whom the information must be disclosed in connection with or for the purposes of                  a  disclosure,  litigation,  arbitration,  administrative,  fiscal  or  other  investigation,                  proceedings or a dispute to the extent required by Applicable Laws;          24.1.3   pursuant to any laws and regulations whether or not having the force of law applicable                  to it, but, if not having the force of law, is a regulation in accordance with which a party                  is accustomed comply;         24.1.4   with respect to the Purchaser, the Programme Agent and CA-CIB, to their Affiliates,                  any Substitute Servicer; any rating agency, any CP Issuer, Liquidity Facility Provider                  or  to  any  other  Person (a)  which  has  agreed  to  make  funds  available,  directly  or                  indirectly,  to  the  Purchaser  in  connection  with  this  Agreement  or  (b)  to  which  the                  Purchaser  or  any  successors may transfer  any  risk  arising  from  the  Assigned                  Receivables (including credit insurer and/or guarantor and their brokers) or (c) which                  may invest in securities directly or indirectly backed by the Assigned Receivables;         24.1.5   to (i) any securitisation repository (as defined in article 2(23) of the Regulation (EU)                  2017/2402 of 12 December 2017 laying down a general framework for securitisation                  and  creating  a  specific  framework  for  simple,  transparent  and  standardised                  securitisation) or  any  repositioning  as  defined  in  any  statute,  regulation  or  rule  of                  similar effect applicable at any time in the United Kingdom or to the extent required                  under the aforementioned regulation to enable a Party to comply with its obligations                  thereunder and (ii) any  STS  third  party  referred  to  in  article  27(2)  of  the above                  mentioned regulation; and         24.1.6   to any rating agency.          The obligation to preserve confidentiality set out in this Clause 24 shall remain valid for a period         of 365 days following the Final Maturity Date.          Without prejudice to any other provision of this Clause 24, the following information may be         disclosed  by  the Programme Manager  or  its  advisers  for  the  conduct  of  their  commercial         communication  without  the  prior  written  consent  of  any  Party:  the Programme Purchaser         Maximum   Funding Amount,  the  type  of  assets that  are the  subject  of  the Programme,  the         countries involved, the names of the Sellers, the number of Sellers, the names of the Sellers,         the  main  features  of  the Programme,  the  identity  of  the  legal  advisors  involved  in  the         Programme and the Signing Date.   25.    NOTICES                                                                                                60 





 






                                                                                                        Any notification under any Transaction Document shall be addressed in writing to the relevant         addressee(s) at its address, telephone and e-mail details set out in Error! Reference source         not found..          Any notice to be sent to the Programme Manager under this Agreement shall also be sent to         the Purchaser simultaneously and vice versa.          Any change in the notice details set out in Error! Reference source not found. with respect         to any party to the Transaction Documents shall be forthwith notified by such party to the other         Parties, and such a change shall become effective 5 Business Days after receipt of such notice         by the Programme Manager.   26.    AMENDMENTS TO THE TRANSACTION DOCUMENTS          Transaction Documents generally          26.1.1   Except  as otherwise provided,  no amendment  may be  made  to  any  Transaction                  Document unless agreed in writing and signed by or on behalf of each of the Parties                  thereto.          26.1.2   Notwithstanding the above, a Condition Precedent may be waived in writing by the                  Purchaser or the Programme Agent (each in respect of itself), and without the consent                  of any other Party.          Changes to notice details         Notwithstanding  Clause 26.1, Error!  Reference  source  not  found. may  be  amended  and         updated from time to time by the Programme Manager, and without the consent of the other         Parties, upon the Programme Manager being notified of any change in the notice details with         respect to any Party in accordance with Clause 25.          Replacement of Screen Rate         26.3.1   As from the date on which a Screen Rate Replacement Event has occurred in relation                  to  any  Screen  Rate  and  until  the Programme Manager  and  the Parent  Company                  (acting  on  behalf  of  the  Sellers) have  agree  on  a  Replacement  Benchmark,  the                  Programme Manager and the Parent Company agree to use the relevant   Alternate                  Base Rate.         26.3.2   Subject to Clause 26.1, if a Screen Rate Replacement Event has occurred in relation                  to any Screen Rate, any amendment or waiver which relates to:                   (A)    providing for the use of a Replacement Benchmark; and                   (B)                              (1)     aligning any provision of any Transaction Document to the use of that                                 Replacement Benchmark;                          (2)     enabling that Replacement Benchmark to be used for the calculation                                 of  interest  under  this  Agreement  (including,  without  limitation,  any                                 consequential  changes  required  to  enable  that  Replacement                                 Benchmark to be used for the purposes of this Agreement);                          (3)     implementing  market  conventions  applicable  to  that  Replacement                                 Benchmark;                           (4)     providing for appropriate fallback (and market disruption) provisions                                 for that Replacement Benchmark; or                          (5)     adjusting the pricing to reduce or eliminate, to the extent reasonably                                 practicable, any transfer of economic value from one Party to another                                 as a result of the application of that Replacement Benchmark (and if                                 any adjustment or method for calculating any adjustment has been                                                                                                61 





 






                                                                                                                                formally  designated, nominated  or  recommended  by  the  Relevant                                 Nominating Body, the adjustment shall be determined on the basis of                                 that designation, nomination or recommendation),                   (C)    may be made by the Programme Manager with the prior consent of the other                         Parent Company (acting on behalf of the others Sellers).    27.    MISCELLANEOUS PROVISIONS          Remedies and waivers         27.1.1   No  failure  to  exercise,  nor  any  delay  in  exercising,  on  the  part  of  any  party  to  a                  Transaction Document, any right or remedy thereunder shall operate as a waiver, nor                  shall any single or partial exercise of any right or remedy prevent any further or other                  exercise or the exercise of any other right or remedy. The rights and remedies are                  cumulative and not exclusive from any rights and remedies provided by law.          No petition, limited recourse         Notwithstanding any  other  provision of this  Agreement or any  other  Transaction  Document,         each Party, other than the Purchaser:         27.2.1   acknowledges  that  it  shall  not  institute or  join  any  Person  in  instituting any  legal                  proceedings, take other steps or institute other proceedings against the Purchaser,                  the purpose of which is winding up, dissolution, examinership, or reorganisation, of or                  for the  appointment  of  receiver,  liquidator, administrator,  administrative  receiver,                  assignee, trustee, custodian, sequestrator or other similar official of the Purchaser or                  any substantial part of or all its revenue or property, or the opening of receivership                  proceedings  or  insolvency  or  bankruptcy  proceedings  or  any  other  similar                  proceedings in any jurisdiction until the expiry of a period of 18 months plus one day                  after the Final Maturity Date;         27.2.2   acknowledges  that  it  shall  not  take  any  steps  (or  initiate  proceedings  or  join  any                  person in these proceedings) for the purpose of enforcing any of its pecuniary rights                  against  the  Purchaser  where  the  amount  claimed  in  respect  of  such  steps  or                  proceedings  exceeds  the  amounts  held  by  the  Purchaser  in  relation  to  the                  Programme;         27.2.3   acknowledges  that it shall only have recourse against the assets of the Purchaser                  held under the Transaction Documents and shall not have any recourse whatsoever                  against any other assets of the Purchaser acquired under or held in relation to any                  other securitisation Programme of the Purchaser; and         27.2.4   acknowledges that any claim of any such Party against the Purchaser which cannot                  be satisfied  in  full  as  a  result  of  the  provisions  of  this  Clause 27.2 shall  be                  automatically extinguished and no such Party shall be entitled to take any step or                  action against the Purchaser to recover any shortfall.          Service of process         27.3.1   Without prejudice to any other mode of service allowed under any relevant law, each                  of the Initial Sellers, Initial Servicers and the Parent Company (other than where such                  a Party is incorporated in England and Wales):                   (A)    hereby irrevocably appoints Zebra Technologies Europe Limited with offices                         as  of  the  date  hereof  at Dukes  Meadow,  Millboard  Road, Bourne  End,                         Buckinghamshire,  SL8 5XF  (the "Process Agent") under  a process agent                         letter dated the Signing Date as its agent for service of process in relation to                         any proceedings before the English courts in connection with any Transaction                         Document; and                   (B)    agrees  that  failure  by  a  Process  Agent  to notify  the  relevant Party  of  the                         process will not invalidate the proceedings concerned.         27.3.2   If any person appointed as a Process Agent for service of process is unable for any                  reason to act as agent for service of process, the Parent Company (on behalf of each                                                                                                62 





 






                                                                                                   of the Initial Sellers, Initial Servicers and the Parent Company) must immediately (and           in any event within 5 days of such event taking place) appoint another agent on terms           acceptable to the Process Agent. Failing this, the Process Agent may appoint another           agent for this purpose.    Entire Agreement  27.4.1   The  Transaction  Documents,  and  any  document  referred  to  in  the  Transaction           Documents, constitute the entire agreement and understanding between the Parties           relating to the subject matter of the Transaction Documents and sets out all the terms           of any agreements, arrangements, and transactions between the Parties.  27.4.2   Each Party agrees that it has not entered into any of the Transaction Documents in           reliance upon any representation, warranty or undertaking of any other Party which is           not expressly set out or referred to in one of the Transaction Documents.  27.4.3   A  Party  is  not  liable  to  another Party  (in  equity,  contract  or  tort,  under  the           Misrepresentation  Act  1967  of  the  United  Kingdom,  or  in  any  other  way)  for  any           representation other than an express warranty which is set out in any Transaction           Document or any document referred to in a Transaction Document.  27.4.4   Nothing  in  this  Clause 27.4 (Entire  Agreement)  shall  have  the  effect  of  limiting  or           restricting any liability of a Party arising as a result of any fraud.   Severance  27.5.1   If any provision or part-provision of this Agreement is or becomes invalid, illegal or           unenforceable in any jurisdiction shall, as to such jurisdiction, be  ineffective to the           extent of such prohibition or unenforceability, but that shall not affect the validity and           enforceability of the rest of this Agreement.  27.5.2   If any provision or part-provision of this Agreement is invalidated or unenforceable           under Clause 27.5.1, the Parties shall use reasonable endeavours in a view to agree           a replacement provision that, to the greatest extent possible, achieves the intended           commercial result of the original provision.   Expenses  The Zebra Entities shall reimburse any Financial Party for all reasonable and duly documented  fees, costs, expenses and any stamp, transfer, court, registration or property Taxes (including  legal fees and VAT thereon) incurred in connection with the performance and enforcement of  the Transaction Documents and the preservation of their rights thereunder.   Other security interests  The collateral posted pursuant to Clause 14 shall be in addition to any other security interest  (whether in rem or in personam)  or  any  other  forms  of  security  or  guarantee  undertaking  whatsoever  (including,  but  not  limited  to,  the  Parent Undertaking,  the  benefit  of  any  representations,  warranties  and  covenants  on  the  part  of  any party  under  the  Transaction  Documents  (other  than  the Deposit  Beneficiary in  any  of  its  capacities))  which  the Deposit  Beneficiary (in any of its capacities) may from time to time benefit from in connection with the  Programme). Accordingly, the Depositors shall in no event, whether as a condition precedent  to, defence against, as any prerequisite whatsoever to, the performance of any of its obligations  hereunder, be entitled to require or request in any way that the Deposit Beneficiary enforces or  procures  for  the  enforcement  of  any  of such  other  security  interests  or  forms  of security  or  guarantee undertaking.   Acknowledgement and consent to Bail-In of EEA Financial Institutions  Notwithstanding  anything  to  the  contrary  in  this  Agreement  or  in  any  other  agreement,  arrangement or understanding among any such Parties, each Party hereto acknowledges that  any liability of any EEA Financial Institution arising under this Agreement, to the extent such  liability  is  unsecured,  may  be  subject  to  the  write-down  and  conversion  powers  of  an  EEA  Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound  by:                                                                                         63 





 






                                                                                          27.8.1   the  application  of any  Write-Down  and Conversion  Powers  by  an  EEA  Resolution           Authority to any such liabilities arising hereunder which may be payable to it by any           party hereto that is an EEA Financial Institution; and   27.8.2   the effects of any Bail-in Action on any such liability, including, if applicable:            (A)    a reduction in full or in part or cancellation of any such liability;            (B)    a  conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other                  instruments  of  ownership  in  such  EEA  Financial  Institution,  its  parent                  undertaking,  or  a  bridge  institution  that  may  be  issued  to  it  or  otherwise                  conferred on it, and that such shares or other instruments of ownership will                  be accepted by it in lieu of any rights with respect to any such liability under                  this  Agreement  or  any  other  agreement,  arrangement  or  understanding                  among any such Parties; or            (C)    the variation of the terms of such liability in connection with the exercise of                  the write-down and conversion powers of any EEA Resolution Authority.          In this Clause 27.7:   27.8.3   "Bail-In Action" means the exercise of any Write-Down and Conversion Powers by           the applicable EEA Resolution Authority in respect of any liability of an EEA Financial           Institution.   27.8.4   "Bail-In Legislation" means, with respect to any EEA Member Country implementing           Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of           the European Union, the implementing law for such EEA Member Country from time           to time which is described in the EU Bail-In Legislation Schedule.   27.8.5   "EEA  Financial  Institution"  means  (a)  any  credit  institution  or  investment  firm           established in any EEA Member Country which is subject to the supervision of an           EEA  Resolution  Authority,  (b)  any  entity  established  in  an  EEA  Member  Country           which is a parent of an institution described in clause (a) of this definition, or (c) any           financial institution established in an EEA Member Country which is a subsidiary of           an  institution  described  in  clauses  (a)  or  (b)  of  this definition  and  is  subject  to           consolidated supervision with its parent;   27.8.6   "EEA Member Country" means any of the member states of the European Union,           Iceland, Liechtenstein and Norway.   27.8.7   "EEA  Resolution  Authority"  means  any  public  administrative  authority  or  any           Person  entrusted with public administrative authority  of any  EEA  Member Country           (including any delegee) having responsibility for the resolution of any EEA Financial           Institution.   27.8.8   "EU  Bail-In  Legislation  Schedule"  means  the  EU  Bail-In  Legislation  Schedule           published by the Loan Market Association (or any successor Person), as in effect from           time to time.   27.8.9   "Write-Down and Conversion Powers" means, with respect to any EEA Resolution           Authority, the write-down and conversion powers of such EEA Resolution Authority           from  time  to  time  under  the  Bail-In  Legislation  for  the  applicable  EEA  Member           Country, which write-down and conversion powers are described in the EU Bail-In           Legislation Schedule.   No Joint Liability  Without prejudice to the terms of the Parent Undertaking, each Zebra Entity is severally but not  jointly liable with the other Zebra Entities for their respective obligations under this Agreement  and the other Transaction Documents.                                                                                         64 





 






                                                                                                        Contracts (Rights of Third Parties) Act 1999         27.10.1  Save as where expressly specified to the contrary, any person who is not party to a                  Transaction Document may not enforce its terms under the Contracts (Rights of Third                  Parties) Act 1999.         27.10.2  Notwithstanding any terms of the Transaction Documents, the consent of any third                  party is not required for any variation (including any release or compromise of any                  liability under) or termination of any Transaction Document, and any such variation,                  waiver or termination may be made without regard for the interests of any third party.          Evidence of indebtedness          In any proceeding, action or claim relating to any Transaction Document a statement as to any         amount due which is certified as being correct by an officer of the Purchaser or the Programme         Agent shall, unless otherwise provided in the Transaction Document or this Agreement, or in         the case of manifest or demonstrable error, be prima facie evidence that such amount is in fact         due and payable.          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 this Agreement.   28.    GOVERNING LAW AND JURISDICTION          Governing law         28.1.1   This Agreement other than Clauses 6 to 9 is governed by, and shall be construed in                  accordance with, English law.          28.1.2   Clauses 6 to 9 are governed by and shall be construed in accordance with the law                  that governs the relevant Local Receivables Purchase Agreement into which it shall                  be incorporated in accordance with Clause 3.          Jurisdiction         28.2.1   Any dispute relating to the existence, validity, interpretation, performance or any other                  matter arising out of this Agreement (including any non-contractual rights or claims)                  shall be subject to the exclusive jurisdiction of the courts of England and Wales (a                  "Dispute").         28.2.2   The Parties agree that the courts of England are the most appropriate and convenient                  courts to settle Disputes and accordingly no Party will argue to the contrary.    IN WITNESS WHEREOF this Deed has been executed and delivered as a deed on the day and year  first above written.                                                                                                  65