RECEIVABLES PURCHASE AGREEMENT
THIS RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or modified from time to
time, this “Agreement”), dated as of the date set forth in the signature block hereof, is between the supplier whose
authorized signature and entity information appears on the signature block at the end of this Agreement (together
with its successors and assigns, “Supplier”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association (together with its successors and assigns, “Wells”).
Supplier sells goods or services and has accounts
receivable owing and payable to it by the Buyers of
such goods or services; Wells acts as payment agent for
certain of such Buyers; and the parties desire to set out
the terms and conditions pursuant to which such
accounts receivable may be offered by Supplier to
Wells for purchase and, at the option of Wells,
purchased by Wells from Supplier. Capitalized terms
not otherwise defined herein shall have the meanings
set forth on Exhibit "A" hereto. The parties hereto
agree as follows;
Section 1. Purchase and Sale of Receivables.
1.1 Supplier Offers to Sell.
(a) Automatic Discount Option Offer to
Sell. Unless Supplier elects in an Authenticated
Writing to Wells to utilize the Selective Discount
Option, Wells will notify Supplier through the Wells
Platform when Wells has received a Buyer
Confirmation Notice with respect to Receivables owing
from a Buyer, and Supplier shall thereupon be deemed
to automatically offer to sell to Wells all of Supplier’s
rights in and to any or all of the Receivables identified
in such Buyer Confirmation Notice.
(b) Selective Discount Option Offer to
Sell. If Supplier elects in an Authenticated Writing to
Wells to utilize the Selective Discount Option, Wells
will notify Supplier through the Wells Platform when
Wells has received a Buyer Confirmation Notice with
respect to Receivables owing from a Buyer. Supplier
shall, using the Wells Platform, select some or all of
the Receivables identified in such Buyer Confirmation
Notice to be offered for sale to Wells.
(c) Acceptance or Rejection of Offer;
Payment of Purchase Price. Wells may, in its sole
discretion, accept or reject some or all offers to sell
Receivables under subsections (a) or (b) above without
any notice or explanation to Supplier as to the basis for
such determination. Nothing in this Agreement or
otherwise constitutes a commitment on the part of
Wells to make any such purchase. To the extent that
Wells elects to accept any such offer, such acceptance
will be manifested by the deposit of the Purchase Price
1.
on account of such acceptances into the Designated
Account by the close of business two Business Days
after such offer (or such other timing of such deposit as
may be mutually agreed to between Supplier and
Wells), and upon such deposit, Supplier shall have
thereupon sold, assigned and transferred to Wells all of
Supplier’s right, title and interest in and to such
Receivable(s). Supplier will be able to access the
Wells Platform to identify the Purchased Receivables.
1.2 No Recourse to Supplier. Except as
specifically provided in this Agreement, the sale of
Conforming Receivables under this Agreement shall be
without recourse to Supplier and Wells shall assume
the credit risk of the non-payment of any Conforming
Receivable that is a Purchased Receivable to the extent
and on the terms set forth herein.
1.3 True Sales. Supplier and Wells intend
the transfers of Receivables hereunder to be true sales
by Supplier to Wells that are absolute and irrevocable
and that provide Wells with the full benefits of
ownership of the Receivables, and will treat the
transfers as true sales for all purposes. Neither
Supplier nor Wells intends the transactions
contemplated hereunder to be, or for any purpose to be
characterized as, loans from Wells to Supplier. If,
however, the transfer by Supplier to Wells of
Receivables hereunder shall be characterized by a court
with jurisdiction over the matter as a secured loan and
not a sale, this Agreement shall constitute a security
agreement under the UCC and Wells shall have all
rights and remedies provided to a secured creditor
under the UCC and other applicable law. For this
purpose, Supplier hereby grants Wells a duly perfected,
first priority security interest in all of Supplier’s rights
in the Purchased Receivables to secure the timely
repayment to Wells of all amounts advanced by Wells
on account of the Purchased Receivables.
Section 2. Representations and Warranties.
2.1 Mutual Representations and Warranties.
Each of Supplier and Wells represents and warrants as
follows: (a) it has been duly organized, is validly
existing and is in good standing, with the power and
authority to conduct its business to enter into this
Agreement and to perform its obligations hereunder;
(b) it has obtained all necessary licenses, qualifications
and approvals in all jurisdictions in which the conduct
of its business requires it; (c) this Agreement and the
obligations hereunder will constitute, legal, valid, and
binding obligations of such party, enforceable in
accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency,
reorganization or other similar laws; and (d) the
consummation of the transactions contemplated
hereunder to which it is a party, and the fulfillment of
the terms hereof or thereof will not conflict with, result
in any breach of any of the terms and provisions of, or
constitute a default under, its organizational documents
or any material agreement to which it is a party or by
which it is bound, or violate any law or any order, rule,
or regulation applicable to it.
2.2 Supplier Representations and
Warranties. In order to induce Wells to enter into this
Agreement and to make purchases hereunder, Supplier
hereby represents and warrants to Wells as of the date
hereof and as of each Purchase Date:
(a) Conforming Receivable. Each sale of a
Receivable made by Supplier pursuant to this
Agreement shall constitute a Conforming Receivable.
(b) Proceedings. There is no litigation,
investigation or proceeding pending, or to the best of
Supplier’s knowledge, threatened, before any court,
regulatory body, arbitrator or governmental
instrumentality (a) asserting the invalidity of this
Agreement, or (b) seeking to prevent the sale of any of
the Receivables to Wells or the consummation of any
of the other transactions contemplated herein.
(c) Financial Condition. On the date
hereof, Supplier is, and on the date of each transfer of a
Receivable hereunder shall be, solvent, and there shall
be no pending petition for the winding up, liquidation
or bankruptcy of Supplier.
(d) Offices. Supplier’s chief executive
office continues to be located at the address set forth
below the Supplier's signature to this Agreement.
Section 3. Supplier Covenants.
(a) Compliance with Laws, Etc. Supplier
will comply in all material respects with all laws, rules,
regulations, licenses, approvals, orders and other
permits applicable to the Receivables and this
Agreement and duly observe in all material respects all
requirements of any foreign, Federal, State or local
2.
OHS 261147224.10
governmental authority applicable to the Receivables
or this Agreement.
(b) Preservation of Corporate Existence.
Supplier will preserve, renew and keep in full force and
effect its corporate or limited liability company
existence and rights and franchises with respect thereto
and will not change its name, type of organization,
chief executive office or jurisdiction of organization
except upon not less than thirty days prior written
notice to Wells.
(c) Documents and Records. In the event
that Buyer fails to pay any Purchased Receivable in a
timely manner, and upon reasonable request by Wells,
Supplier will provide copies of Supplier’s books and
records regarding Purchased Receivables and
Supplier’s performance under this Agreement,
including any statements of account, invoices, purchase
orders, proofs of delivery and credit allowances. In the
absence of Supplier providing such books and records,
at reasonable times and upon reasonable prior notice,
Supplier shall permit Wells, or its designee, to have
access to Supplier’s premises during normal business
hours to review and copy such books and records.
Supplier will maintain accurate and complete books,
records, accounts and other information relating to the
Purchased Receivables.
(d) Performance and Compliance with
Receivables Obligations. Supplier will, at its expense,
timely and fully perform and comply in all material
respects with all provisions, covenants and other
promises and obligations on its part under the invoices,
purchase orders and other agreements related to the
Purchased Receivables.
(e) Accounting for Purchases; Marking of
Records. Supplier will prepare any financial
statements which account for the transactions
contemplated in this Agreement as true sales, and will,
in all respects, account for the transactions
contemplated in this Agreement as sales of the
Purchased Receivables. Supplier will mark its records
(whether electronic or otherwise) which relate to the
Purchased Receivables with a legend evidencing that
the Purchased Receivables have been sold by Supplier
to Wells. In the event that any such electronic records
are printed and distributed or shown to any person
other than Supplier or Wells, such legend shall be
included with such printed records.
(f) No Assignment or Liens. Supplier will
not sell, assign (by operation of law or otherwise)
create or suffer to exist any security interest, lien,
WFB Receivables Purchase Agreement (02/2015)
pledge, charge, claim or other encumbrance (including
a filed UCC financing statement) or any adverse claim
upon or with respect to, any of the Purchased
Receivables, and Supplier will defend the right, title
and interest of Wells in any of the Purchased
Receivables, against all claims of third parties claiming
through or under Supplier.
Section 4. Additional Rights and Obligations in
Respect of Receivables.
4.1 Collection of Receivables; Rights of
Wells. Supplier shall direct and authorize Buyer(s) to
pay all amounts payable in respect of any Purchased
Receivables directly to Wells and agrees to Wells
obtaining such payments directly from each Buyer. In
order for Wells to better collect any Purchased
Receivables not timely paid, Supplier hereby appoints
Wells as the true and lawful attorney-in-fact of
Supplier. Supplier agrees that all such collections and
any remittances, checks, bills, misdirected payments,
overpayments and other proceeds of Purchased
Receivables shall be property of Wells and, if received
by Supplier, shall be deemed to be held by Supplier in
trust for Wells and shall be immediately remitted to
Wells. Wells shall be entitled to rely conclusively
upon any notice or instruction it receives from
Supplier, and shall have no obligation to investigate or
verify the authenticity or correctness of any such notice
or instruction.
4.2 Repurchase of Non-Conforming
Receivables. If Wells determines that any Purchased
Receivable is not a Conforming Receivable, then
Supplier shall repurchase such Receivable at the Net
Invoice Amount of such Receivable, promptly upon
demand by Wells. In this regard, Supplier
acknowledges that Wells will likely investigate
whether Receivables constitute Conforming
Receivables only in a situation wherein Buyer has
failed to make payment, and that, notwithstanding the
fact that Wells has assumed the credit risk of Buyer
being financially unable to pay Purchased Receivables
that constitute Conforming Receivables, Supplier's
obligations set forth herein shall not be impaired or
diminished by reason that Wells undertakes such
investigation only after Buyer fails to pay a Purchased
Receivable or that Wells may have purchased non-
Conforming Receivables and received payment from
Buyer on account of the same in the past.
4.3 Further Action Evidencing Purchases.
Supplier will promptly execute and deliver all further
instruments and documents, and take all further action
that Wells may reasonably request in order to perfect,
3.
OHS 261147224.10
protect or more fully evidence the ownership of Wells
of the Purchased Receivables, or to enable Wells to
exercise or enforce any of its rights in connection with
any Purchased Receivables. Supplier irrevocably
authorizes Wells (or its agent) to file at any time and
from time to time such financing statements with
respect to the Purchased Receivables naming Supplier
as seller/debtor and Wells as buyer/secured party, as
Wells may require, including amendments and
continuations with respect thereto. Supplier authorizes
Wells to contact any and all parties holding a security
interest in the Receivables to obtain such party’s
consent to sale of Purchased Receivables to Wells and
the release of such party’s liens and security interests in
Purchased Receivables (“Lender Consents”).
Section 5. Termination
5.1 Rights to Terminate. Wells or Supplier
may each terminate this Agreement at any time upon
thirty (30) days’ written notice to the other party or
upon five Business Days’ notice if the other party is in
default of its obligations hereunder.
Section 6. Indemnification
6.1 Indemnities by Supplier. Supplier
hereby agrees to indemnify Wells and its affiliates and
its affiliates’ assigns, officers, directors, employees and
agents (each an “Indemnified Party”), on demand,
from and against any and all damages, losses, claims,
judgments, liabilities and related costs and expenses,
including reasonable attorneys’ fees and disbursements
and including those incurred in the enforcement of this
indemnity (“Indemnified Amounts”) incurred by any
of them arising out of or as a result of the breach of any
representation or warranty made by Supplier under or
in connection with this Agreement, any failure of
Supplier to perform its duties or obligations hereunder,
and any taxes imposed upon Wells arising out of its
purchase or ownership of Receivables (but not taxes
imposed on Wells with respect to its overall net
income); excluding, however, Indemnified Amounts to
the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party.
6.2 Limitation on Claims; Force Majeure.
(a) Limitation on Claims. Wells and
Supplier agree not to assert, and hereby waive, any
claim against the other party on any theory of liability
for special, indirect, exemplary, consequential or
punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, any
transaction contemplated hereby.
WFB Receivables Purchase Agreement (02/2015)
 (b) Force Majeure. Wells and Supplier Charlotte, North Carolina 28288-0630
Attention: Legal Intake Paralegals
will each be excused from the performance of their
obligations under this Agreement, and shall have no
liability to the other party, for failure of, or delay in, 7.3 No Waiver; Cumulative Remedies. No
their performance under this Agreement resulting from, failure or delay on the part of Wells or Supplier or any
in whole or in part, delays caused by any act of God, third party beneficiary in exercising any power or right
natural disaster, fire or other catastrophe, war (whether hereunder shall operate as a waiver thereof, nor shall
declared or not), civil disturbance, strikes, court order, any single or partial exercise of any such power or
force majeure, electrical or computer failure, right preclude any other or further exercise thereof or
interruption of communication or computer facilities, the exercise of any other power or right.
or any other event beyond its control.
7.4 Binding Effect; Assignability; Survival
Section 7. Miscellaneous of Provisions. This Agreement shall be binding upon
and inure to the benefit of Wells, Supplier and each of
their respective successors and permitted assigns.
7.1 Amendments. The provisions of this
Supplier may not assign its rights hereunder or any
Agreement may from time to time be amended,
interest herein without the prior written consent of
modified or waived only in writing and signed by
Wells. Wells shall have the right without notice to or
Wells and Supplier.
consent of Supplier to sell, transfer, subdivide,
negotiate or grant participations in all or any part of the
7.2 Notices, Etc. All communications or
interests of Wells in the Purchased Receivables or
notices required under this Agreement shall be in an
under this Agreement on such terms as Wells
Authenticated Writing, shall be addressed to Wells at
determines. Wells shall also have the right to provide a
the physical address or email address below, or if to
potential or actual transferee or participant with
Supplier, at the physical address or email address set
program information of the Purchased Receivables,
forth immediately below Supplier's signature to this
including this Agreement, related documentation and
Agreement, and shall be deemed to have been given
invoice and payment information. This Agreement
and received: (i) when delivered personally to the
shall create and constitute the continuing obligations of
recipient, (ii) one (1) Business Day after being sent by
the parties hereto in accordance with its terms, and
nationally recognized overnight courier service with
shall remain in full force and effect until the date after
instructions to deliver the next Business Day, or (iii) on
the termination hereof on which Wells has received
the day received if before 5:00 p.m. Eastern time on a
payment in full in cash for all Purchased Receivables
Business Day if transmitted to the recipient by email
and Supplier has paid and performed all of its
transmission or recorded on the Wells Platform
obligations hereunder in full. The provisions of
(whether or not Supplier may have actually accessed
Section 2.2 and Section 6 hereof shall survive and
and used the Wells Platform on or after the time such
remain in full force and effect after any termination of
notice was so recorded), or, if after 5:00 p.m. Eastern
this Agreement.
time, the next Business Day. By execution of this
Agreement, Supplier and Wells hereby consent to the
7.5 Governing Law; Consent to
use of electronic communications for Authenticated
Jurisdiction. The validity, interpretation and
Writings, represent and warrant to each other that each
enforcement of this Agreement and any dispute arising
Authenticated Writing will contain true, correct and
out of the relationship between the parties hereto,
complete information, and that any Authenticated
whether in contract, tort, equity or otherwise, shall be
Writing may be legally relied upon by the party
governed by the internal laws of the State of New York
receiving such Authenticated Writing.
but excluding any principles of conflict of laws or other
Wells Fargo Bank, National Association rule of law that would cause the application of the law
Supply Chain Finance Group of any jurisdiction other than the laws of the State of
5th Floor, Mail Code D1053-05G New York. Each party hereto irrevocably consents and
301 South College Street submits to the non-exclusive jurisdiction of the
Charlotte, North Carolina 28202
Attention: SCF Product Manager Supreme Court of New York in New York County and
Email Address: supplierfinance@wellsfargo.com the United States District Court for the Southern
District of New York and waives any objection based
on venue or forum non conveniens with respect to any
With copies to:
Wells Fargo Bank, National Association action instituted therein arising under this Agreement
Wells Fargo Bank Legal Division or in any way connected with or related or incidental to
301 South College Street, 30th Floor

4. WFB Receivables Purchase Agreement (02/2015)

OHS 261147224.10
the dealings of the parties hereto in respect of this
Agreement or the transactions related hereto.
7.6 Waiver of Jury Trial. EACH PARTY
HERETO HEREBY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION ARISING UNDER THIS AGREEMENT OR
IN ANY WAY CONNECTED WITH THE
DEALINGS OF THE PARTIES HERETO IN
RESPECT OF THIS AGREEMENT OR THE
TRANSACTIONS RELATED HERETO IN EACH
CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN
CONTRACT, TORT, EQUITY OR OTHERWISE.
7.7 Costs, Expenses and Fees. In addition
to the obligations of Supplier under Section 7 hereof,
Supplier agrees to pay on demand all reasonable and
documented out-of-pocket fees, costs and expenses
incurred by Wells, including the reasonable fees and
costs of counsel, in the enforcement of this Agreement.
7.8 Execution in Counterparts. This
Agreement may be executed in any number of
counterparts, each of which shall be an original, but all
of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart
of this Agreement by scanned image transmitted by
email or other electronic means shall have the same
force and effect as the delivery of an original executed
counterpart of this Agreement.
7.9 Entire Agreement. This Agreement
(including the documents referred to herein) constitutes
the entire agreement among the parties to this
Agreement and supersedes any prior understandings,
agreements or representations by or among the parties,
written or oral, to the extent they relate in any way to
the subject matter hereof.
7.10 Patriot Act; OFAC. To help fight the
funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain,
verify and record information that identifies each
person or corporation who opens an account and/or
enters into a business relationship. None of the
requesting payments or other transactions hereunder
will violate the Trading With the Enemy Act (50 USC
§1 et seq., as amended) or any of the foreign assets
control regulations of the United States Treasury
Department or any enabling legislation or executive
order relating thereto. Neither Supplier nor any of its
subsidiaries or other affiliates is or will become a
5.
OHS 261147224.10
“blocked person” as described in the Trading with the
Enemy Act, any foreign asset control regulations or
executive order or engages or will engage in any
dealings or transactions, or be otherwise associated,
with any such “blocked person”.
7.11 Conditions Precedent. The obligations
of Wells hereunder are conditioned upon the receipt by
Wells of officer’s certificates of Supplier in form and
content reasonably acceptable to Wells and the receipt
by Wells of such Lender Consents as Wells determines
is necessary and appropriate.
7.12 Additional Terms and Conditions. This
Agreement is subject to the additional terms and
conditions set forth on “Exhibit B”.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their respective
officers thereunto duty authorized, as of the date set
forth below.
Dated: April 4, 2017
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:________________________________
Name: _____________________________
Title: ______________________________
SUPPLIER: CE NORTH AMERICA, LLC
By:________________________________
Name: _____________________________
Title: ______________________________
Supplier Chief Executive Office and Notice Address
CE North America, LLC
6950 Northwest 77 Court
Miami, FL 33166
Attention: Antonio Saiz
Telephone No. 305-392-2244
Telecopy No. 305-592-7744
Email Address: Antonio.saiz@cemglobal.com
Discount Margin: 1.75%
Buyer: Dollar General Corporation, a Tennessee
corporation, Dolgencorp LLC, a Kentucky limited liability
company, and such other affiliates of Dollar General
Corporation as may be identified to Supplier as a Buyer from
time to time together with its and their successors and
assigns.
WFB Receivables Purchase Agreement (02/2015)
 EXHIBIT A
to
RECEIVABLES PURCHASE AGREEMENT

Definitions
Section 1. Definitions. The following terms have the respective meanings indicated below:

1.1 “Authenticated Writing” shall mean: (i) a writing executed by an authorized representative of the
party communicating or sending the writing to another party; or (ii) a communication over the Wells Platform; or
(iii) a communication provided by electronic means and in an electronic format retrievable in perceivable form that
has been verified and authorized as a means of communication by the receiving party, and which is subject to audit,
security and authentication controls satisfactory to Wells.

1.2 “Automatic Discount Option” shall have the meaning set forth in Section 1.1 hereof.

1.3 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York, New York, San Francisco, California and Charlotte, North Carolina are authorized
or required by law to be closed.

1.4 “Buyer” shall mean the company identified below the Supplier's signature above, and such of its
affiliates as Wells may identify in an Authenticated Writing to Supplier as a Buyer from time to time, together with
its and their successors and assigns.

1.5 “Buyer Confirmation Notice” shall mean the confirmation by a Buyer received by Wells through
the Wells Platform that such Buyer accepts and agrees to pay one or more Receivables on a due date specified by the
Buyer as to each such Receivable.

1.6 “Conforming Receivable” means a Receivable, the terms of which have been confirmed by
Buyer in a Buyer Confirmation Notice through the Wells Platform and that, both at the time of creation and at the
time of the sale thereof to Wells, and at all relevant times thereafter, satisfies all of the following requirements:

(a) Documentation; Clear Title; Assignability. The Receivable is evidenced by an invoice or

other commercially reasonable documentation, is not evidenced by or arising under any lease, chattel paper
or instrument, Supplier has good and marketable title to such Receivable free and clear of any security
interest, lien, pledge, claim or other encumbrance (or the same will be released upon sale to Wells), the
Receivable is freely transferable to Wells by assignment, and such sale to Wells is enforceable against
creditors of Supplier and other purchasers of such Receivable.

(b) Buyer's Obligations to Timely Pay In Full. There are no disputes, offsets, counterclaims
or defenses of the related Buyer with respect to such Receivable, the Receivable does not represent a
progress billing or a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment, cash-on-delivery or any other repurchase or return basis, the Receivable has not been
invoiced more than once, Supplier has delivered to the related Buyer all property or performed all services
required to be so delivered or performed, the related Buyer has accepted all such property and services, and
Supplier has not granted any extension of the time for payment of, or reduced the amount of, such
Receivable, or in any way compromised, released or settled the same.

1.7 "Designated Account" means the deposit account of Supplier specified in the Supplier
Application or such other account as the parties may otherwise hereafter agree to in an Authenticated Writing.

1.8 “Discount” means, with respect to a Receivable, an amount equal to LIBOR plus the Discount
Margin, multiplied by the Net Invoice Amount of such Receivable, further multiplied by the number of days in the
Discount Receivable Period, with the product divided by 360 days.

1.
Exhibit A To Receivables Purchase Agreement –
Definitions (01/2015)
 1.9 "Discount Margin" means the percentage amount identified below the Supplier's signature above,
or such other percentage amount identified as the Discount Margin communicated by Wells to Supplier on the Wells
Platform, to become effective as to new purchases of Receivables no less than five Business Days after such notice.

1.10 “Discount Receivable Period” means, with respect to any Receivable, the number of calendar
days commencing upon the date of purchase by Wells of the Receivable through and including the due date of such
Receivable as specified by the Buyer in the Buyer Confirmation Notice.

1.11 “LIBOR” (London Interbank Offered Rate) for the period most closely corresponding to the
Discount Receivable Period means the rate appearing on Reuters Screen LIBOR01 (or on any successor or substitute
page of such service providing comparable rate quotations), as determined by Wells from time to time one Business
Day prior to the first day of the Discount Receivable Period for a term comparable to such Discount Receivable
Period, or if Thompson Reuters does not publish such a rate for such period, a rate calculated by Wells by
interpolation of the rates actually published by Thompson Reuters for different periods (which rate shall in no event
be less than 0.01%). If the Discount Receivable Period ends during a quoted LIBOR period, then Wells shall use the
next longest quoted LIBOR period available to cover such time during such Discount Receivable Period or such
other method as may otherwise be determined by Wells.

1.12 "Net Invoice Amount" shall mean, as to any Receivable, the amount of that Receivable
communicated by a Buyer in a Buyer Confirmation Notice that will be paid by such Buyer on the due date thereof,
which amount shall be net of any discounts, credit notes, offsets, margins, allowances or any other deductions of any
kind.

1.13 “Purchase Date” shall mean, as to any Receivable, the date upon which Wells deposit the
Purchase Price for such Receivable into the Designated Account.

1.14 “Purchased Receivable” shall mean any Receivable that is purchased by Wells under the terms of
this Agreement.

1.15 “Purchase Price” shall mean, as to any Receivable, the Net Invoice Amount for such Receivable
minus the Discount.

1.16 “Receivables” shall mean accounts owing and payable to Supplier by a Buyer arising out of the
sale by Supplier of goods or services to such Buyer, including without limitation, the Related Rights.

1.17 "Related Rights" shall mean, with respect to Receivables: (a) all rights, but not any obligations,
under all related invoices, purchase orders or other agreements between Supplier and Buyer with respect to such
Receivables; (b) all documents, instruments and chattel paper arising pursuant to or otherwise evidencing such
Receivables; (c) all returned, repossessed or reclaimed inventory or goods, if any, the sale of which gave rise to any
such Receivables, and all rights to reclaim, repossess, and demand return of such inventory or goods; (d) all
commercial tort claims or any other claims arising with respect to any such Receivables; (e) all related invoices,
purchase orders or other agreements between Supplier and Buyer evidencing such Receivables and such other
documents of Supplier reasonably determined by Wells to be necessary for the efficient collection of Receivables
that have not been paid by the due date thereof, including as appropriate, credit memos, ledger cards, bills of lading
and other shipping evidence, statements, correspondence, and other data relating to any such Receivables or any
Buyer; and (f) all funds which are received by Supplier or Wells in payment of any amounts owed in connection
with any such Receivables; and (g) all proceeds of the foregoing, in any form, including insurance proceeds and all
claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or
nature of any or all of the foregoing.

1.18 “Selective Discount Option” shall have the meaning set forth in Section 1.1 hereof.

1.19 “Supplier Application” shall mean the Supplier Application and Setup Checklist provided by
Supplier to Wells prior to the date hereof in connection with the arrangements of Supplier provided for in this
Agreement.

2.
Exhibit A To Receivables Purchase Agreement –
Definitions (02/2015)
OHS 261147224.10
 1.20 “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York, and any
successor statute, as in effect from time to time.

1.21 “Wells Platform” shall mean the system of processing, paying and settlement related to the
purchase, sale and payment of Receivables through one or more computerized systems and related services,
equipment and software, including, without limitation, e-mail and Internet or intranet websites, for purposes of (a)
the confirmation of Receivables that are approved pursuant to a Buyer Confirmation Notice, (b) the offer of such
Receivables that are subject to a Buyer Confirmation Notice by Supplier to Wells for sale and the purchase by Wells
from Supplier of such Receivables subject to the terms and conditions of this Agreement, and (c) the payments and
settlements in respect of such Receivables. Additional terms and conditions governing the use of the Wells Platform
are contained in Exhibit “C” hereto.

3.
Exhibit A To Receivables Purchase Agreement –
Definitions (02/2015)
OHS 261147224.10
 EXHIBIT B
to
RECEIVABLES PURCHASE AGREEMENT
ADDITIONAL TERMS AND CONDITIONS

1.
Exhibit B To Receivables Purchase Agreement –
Additional Terms (02/2015)
 EXHIBIT C
to
RECEIVABLES PURCHASE AGREEMENT

TERMS AND CONDITIONS GOVERNING USE OF THE WELLS PLATFORM

1. License Grant. (a) Subject to the terms and conditions set forth herein, Wells hereby grants
Supplier a limited, personal, non-exclusive and non-transferable license and right, without the right to
further sublicense, during the term of this Agreement, to access and use the Wells Platform, solely for the
purposes contemplated by this Agreement (the “License”). Except as expressly set forth in this
Agreement, Supplier shall have no other right (including any ownership right or intellectual property
right), title, or interest, in or to the Wells Platform, or any portion thereof.
(b) Supplier acknowledges that all right, title and interest in and to the Wells Platform, including without
limitation, all intellectual property rights, are vested, and shall remain vested, in Wells and/or its
licensors. Notwithstanding anything to the contrary contained herein and except as otherwise may be
expressly agreed in writing, all right, title and interest in and to revisions, upgrades, updates, derivative
works and other improvements to the Wells Platform shall vest solely in Wells and its licensors. Except
for the grant herein by Wells to Supplier of the License, nothing in this Agreement shall act to operate as
an assignment or other transfer of any of such rights to Supplier.
2. Usage. (a) Supplier shall access and use the Wells Platform only in accordance with this
Agreement and any policies and procedures provided by Wells to Supplier. Supplier shall remain
informed as to any updates to such policies and procedures that may be implemented from time to time.
Approval of an update shall be deemed to be given if Supplier continues to utilize the Wells Platform
subsequent to the publication of any such update.
(b) Supplier shall have the right under the License to use the content of the Wells Platform website on a
computer screen, to print reasonable extracts from the website, and to save reasonable copies to
Supplier’s hard drive, in each case solely for the purposes contemplated by this Agreement. All other
copying, distribution or commercial use of any of the content of the website is strictly forbidden. Except
for the limited right granted by this Exhibit C, no other right or license is granted in respect of the content
of the website.
(c) Supplier shall have no right to, and shall not, without the written consent of Wells, alter or modify the
whole or any part of the Wells Platform.
3. Security. Supplier shall safeguard and keep confidential, and put into effect and maintain
commercially reasonable security measures to safeguard and keep confidential, access to the Wells
Platform. In furtherance of the foregoing, Supplier agrees that:
(a) it will not knowingly interfere with, defeat, circumvent or tamper with any message or other
information or instruction that is, by the terms of this Agreement or the policies and procedures referred
to above, to be transmitted through the Wells Platform, or with the restrictions on use of functionality or
access to information on any portion of the Wells Platform, or attempt to do so;
(b) it will not knowingly introduce into any portion of the Wells Platform any virus or other data or code
that harms, or may adversely affect, the operation of the Wells Platform; and
(c) it will ensure that all messages being communicated by Supplier through the Wells Platform are sent
in accordance with this Agreement and such policies and procedures.
4. Messages. Supplier shall use the Wells Platform to send all messages under this Agreement
(including, without limitation, offers to sell Receivables (if Supplier has elected in an Authenticated

OHSUSA:261147224.10 1
Writing to utilize the Selective Discount Option) and any updates to the Supplier’s list of personnel
authorized to use the Wells Platform on Supplier’s behalf) (each, a “Message”). Any Message sent by
Supplier via the Wells Platform is valid and legally binding on Supplier, and Wells is entitled to rely
thereon, irrespective of any error or fraud contained therein or the identity of the individual who sent the
Message, except to the extent that such error or fraud or use of the Wells Platform by an unauthorized
third party is a result of the failure by Wells to use commercially reasonable security measures to prevent
unauthorized access to the Wells Platform. Supplier agrees that the act of sending a Message
electronically in accordance with this Agreement is as legally binding as if Supplier had manually
executed and delivered that Message in written form, and that Supplier will not contest the validity,
legally binding nature or enforceability of that Message on the basis that the act of sending the Message
electronically is invalid or not binding on Supplier.
5. Wells Platform Availability. Supplier acknowledges and agrees that: (i) Wells does not
represent or warrant that the Wells Platform will be error-free; (ii) there will be downtime from time to
time when the Wells Platform cannot be accessed; and (iii) Supplier is responsible for providing and
maintaining, and Wells has no liability or responsibility in respect of, equipment not supplied by or on
behalf of Wells, or utility services that Supplier utilizes as a result of its participation in the Wells
Platform and maintaining a link to the Wells Platform.

2 WFB Receivables Purchase Agreement ( 5/2011)

OHSUSA:261147224.10