PURCHASE AND CONTRIBUTION AGREEMENT

PURCHASE AND CONTRIBUTION AGREEMENT

Dated as of June 2, 2009

Between

FERRO CORPORATION

as Seller

and

FERRO FINANCE CORPORATION

as Purchaser

EXHIBITS

PURCHASE AND CONTRIBUTION AGREEMENT
Dated as of June 2, 2009

FERRO CORPORATION, an Ohio corporation (“ Ferro Corporation ” or “ Seller ”), and FERRO FINANCE CORPORATION, an Ohio corporation (the “ Purchaser ”), agree as follows:

PRELIMINARY STATEMENTS. (1) Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.

(2) The Seller is a party to that certain Purchase Agreement dated as of June 2, 2009 among Ferro Color & Glass, Inc. and Ferro Pfanstiehl Laboratories, Inc.

(3) The Seller has Receivables that it wishes to sell to the Purchaser, and the Purchaser is prepared to purchase such Receivables on the terms set forth herein:

ARTICLE I.
DEFINITIONS

SECTION 1.01 Certain Defined Terms . As used in this Agreement and the Exhibits hereto and not otherwise defined elsewhere herein, the following terms shall have the meanings set forth in this Section 1.01 (such meanings to be equally applicable to both the singular and plural forms thereof):

“ Contributed Receivable ” has the meaning specified in Section 2.06.

“ Deferred Purchase Price ” means the portion of the Purchase Price of Purchased Receivables purchased on any Purchase Date exceeding the amount of the Purchase Price under Section 2.02 to be paid in cash. The obligations of the Purchaser in respect of the Deferred Purchase Price shall be evidenced by the Purchaser’s Deferred Purchase Price Note.

“ Deferred Purchase Price Note ” means the deferred purchase price note to be issued by Purchaser in the form of Exhibit D hereto.

“ Discount ” means, in respect of each Purchase, 1% of the Outstanding Balance of the Receivables that are the subject of such Purchase; provided , however , the foregoing Discount may be revised prospectively by request of the Seller or the Purchaser to reflect changes in recent experience with respect to write-offs, timing and cost of Collections and cost of funds, provided that such revision is consented to by both of such parties (it being understood that each party agrees to duly consider such request and that such consent shall not be unreasonably withheld).

“ Event of Termination ” has the meaning specified in Section 7.01.

“ Existing Agreement ” means that certain Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time), dated as of April 1, 2008, between the Originators, as sellers, and Ferro, as purchaser.

“ FPL ” means Ferro Pfanstiehl Laboratories, Inc., a Delaware corporation.

“ Facility ” means the willingness of the Purchaser to consider making Purchases of Receivables from the Seller from time to time pursuant to the terms of this Agreement.

“ Facility Termination Date ” means the earliest of (i) the “Facility Termination Date” (as such term is defined in the Receivables Purchase Agreement), (ii) the date of termination of the Facility pursuant to Section 7.01 and (iii) the date which the Seller designates by at least two (2) Business Days’ notice to the Purchaser and its assignees (including the Agent).

“ Ferro Color ” means Ferro Color & Glass Corporation, a Pennsylvania corporation.

“ First-Step Agreement ” means the Purchase Agreement dated as of June 2, 2009 among Ferro Color and FPL, as sellers, and the Seller, as purchaser, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ General Trial Balance ” of the Seller on any date means the Seller’s accounts receivable trial balance (whether in the form of a computer printout, magnetic tape or diskette) on such date, listing Obligors and the Receivables respectively owed by such Obligors on such date together with the aged Outstanding Balances of such Receivables, in form and substance satisfactory to the Purchaser.

“ Incipient Event of Termination ” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“ Indemnified Amounts ” has the meaning specified in Section 8.01.

“ Purchase ” means a purchase by the Purchaser of Receivables from the Seller pursuant to Article II.

“ Purchase Date ” means each day on which a Purchase is made pursuant to Article II.

“ Purchased Receivable ” means any Receivable which is purchased by the Purchaser pursuant to Section 2.02.

“ Purchase Price ” for any Purchase means (x) in respect of any Purchase of Receivables originated by FPL or Ferro Color, an amount equal to the “Purchase Price” paid by the Seller pursuant to the First-Step Agreement for the Receivables that are the subject of such Purchase, and (y)  in respect of any other Purchase, an amount equal to the Outstanding Balance of the Receivables that are the subject of such Purchase as set forth in the Seller’s General Trial Balance, minus the Discount for such Purchase.

“ Purchase Price Credit ” has the meaning specified in Section 2.04.

“ Receivables Purchase Agreement ” means that certain Receivables Purchase Agreement, dated as of June 2, 2009, among the Purchaser, as seller, Wachovia Bank, National Association, as agent, the purchasers party thereto and Ferro Corporation, as servicer and an originator, as amended, restated, supplemented or otherwise modified from time to time.

“ Related Security ” means, with respect to any Receivable:

(i) all right, title and interest (if any) in the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto,

(ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the invoice related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii) all guaranties, insurance and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the invoice related to such Receivable or otherwise,

(iv) all Records related to such Receivables,

(v) all right, title and interest (if any) to the Existing Agreement and to any Receivable or other property of the type described in clauses (i), (ii), (iii), (iv) and (vi) of this definition sold and transferred thereunder, and

(vi) all proceeds of any of the foregoing.

When used in this Agreement, the term “Related Security” shall also include all of Purchaser’s right, title and interest in, to and under the Purchase Agreement and the proceeds thereof.

“ RPA Final Payment Date ” means the later of the Facility Termination Date and the date on which all Capital, Yield, Fees and other obligations under the Receivables Purchase Agreement are paid in full.

“ RPA Purchaser ” means the “Purchasers” as such term is defined in the Receivables Purchase Agreement.

“ Seller Report ” means a Monthly Report or a Daily Report.

“ Transferred Receivable ” means a Purchased Receivable or a Contributed Receivable.

SECTION 1.02 Certain Terms Defined in Receivables Purchase Agreement. If a capitalized term is used in this Agreement, or any Exhibit hereto, and not otherwise defined herein, such term shall have the meaning assigned thereto in the Receivables Purchase Agreement. Among the capitalized terms used in this Agreement which are defined in the Receivables Purchase Agreement are the following:

SECTION 1.03 Other Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

ARTICLE II.
AMOUNTS AND TERMS OF PURCHASES AND CONTRIBUTIONS

SECTION 2.01 Facility . On the terms and conditions hereinafter set forth and without recourse to the Seller (except to the extent specifically provided herein), the Seller may at its option sell or contribute to the Purchaser all Receivables originated by it (or originated by FPL or Ferro Color and acquired by the Seller pursuant to the First-Step Agreement) from time to time and the Purchaser may at its option purchase or accept as a contribution from the Seller all Receivables originated or acquired by the Seller from time to time, in each case during the period from the date hereof to the Facility Termination Date.

SECTION 2.02 Making Purchases . (a) Initial Purchase . The Seller shall give the Purchaser at least one (1) Business Day’s notice of its request for the initial Purchase hereunder, which request shall specify the date of such Purchase (which shall be a Business Day) and the proposed Purchase Price for such Purchase. The Purchaser shall promptly notify the Seller whether it has determined to make such Purchase. On the date of such Purchase, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c).

(b)  Subsequent Purchases . On each Business Day following the initial Purchase, unless the Purchaser shall notify the other party to the contrary, the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller, upon satisfaction of the applicable conditions set forth in Article III, all Receivables originated by the Seller (or originated by FPL or Ferro Color and acquired by the Seller pursuant to the First-Step Agreement) which have not previously been sold or contributed to the Purchaser; provided , however , that the Seller may, at its option on any Purchase Date, contribute all or any of such Receivables to the Purchaser pursuant to Section 2.06, instead of selling such Receivables to the Purchaser pursuant to this Section 2.02(b). On or within one (1) month after the date of each such Purchase, the Purchaser shall pay the Purchase Price for such Purchase in the manner provided in Section 2.02(c).

(c)  Payment of Purchase Price . The Purchase Price for each Purchase shall be paid on or within one (1) month after the Purchase Date therefor by means of any one or a combination of the following: (i) a deposit in same day funds to the Seller’s account designated by the Seller or (ii) an increase in the Deferred Purchase Price (subject at all times to the limitations contained in the definition thereof). The allocation of the Purchase Price as among such methods of payment shall be subject in each instance to the approval of the Purchaser and the Seller; provided , however , that the Deferred Purchase Price may not be increased to the extent that, after giving effect to such increase, the Required Capital Condition is not maintained.

(d)  Ownership of Receivables and Related Security . On each Purchase Date, after giving effect to the Purchase (and any contribution of Receivables) on such date, the Purchaser shall own all Receivables originated by the Seller (or originated by FPL or Ferro Color and acquired by the Seller) as of such date (including Receivables which have been previously sold or contributed to the Purchaser hereunder). The Purchase or contribution of any Receivable shall include all Related Security with respect to such Receivable.

(e)  Assignment of Receivables relating to Obligors located in Germany . In addition to the transfer of ownership of Receivables stipulated above the Seller, subject to the satisfaction of the conditions precedent set out in this Agreement hereby assigns by way of a German law assignment ( Abtretung ) within the meaning of Section 398 German Civil Code ( Bárgerliches Gesetzbuch ) to the Purchaser all Receivables (whether now existing or hereafter arising) owed to the Seller by an Obligor located in Germany (the “ German Obligor Receivables ”). The Purchaser accepts such assignment. The assignment of the German Obligor Receivables shall include all ancillary rights, priority rights as well as all other rights attached to the German Obligor Receivables.

SECTION 2.03 Collections . (a) Unless otherwise agreed in the Receivables Purchase Agreement, the Collection Agent shall, on each Business Day, deposit into an account of the Purchaser or the Purchaser’s assignee all Collections of Transferred Receivables then held by the Collection Agent.

(b) In the event that the Seller believes that Collections which are not Collections of Transferred Receivables have been deposited into an account of the Purchaser or the Purchaser’s assignee, the Seller shall so advise the Purchaser and, on the Business Day following such identification, the Purchaser shall remit, or shall cause to be remitted, all Collections so deposited which are identified, to the Purchaser’s satisfaction, to be Collections of Receivables which are not Transferred Receivables to the Seller.

(c) On each Monthly Payment Date, the Purchaser shall pay to the Seller accrued interest on the Deferred Purchase Price and the Purchaser may, at its option, prepay in whole or in part the principal amount of the Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of Transferred Receivables after all other amounts then due from the Purchaser under the Receivables Purchase Agreement have been paid in full and all amounts then required to be set aside by the Purchaser or the Collection Agent under the Receivables Purchase Agreement have been so set aside or (ii) excess cash flow from operations of the Purchaser which is not required to be applied to the payment of other obligations of the Purchaser; and provided further, that no such payment shall be made at any time when an Event of Termination shall have occurred and be continuing. At such time following the Facility Termination Date when all Capital, Yield, Fees and other amounts owed by the Purchaser under the Receivables Purchase Agreement shall have been paid in full, the Purchaser shall apply, on each Business Day, all Collections of Transferred Receivables received by the Purchaser pursuant to Section 2.03(a) (and not previously distributed) first to the payment of accrued interest on the Deferred Purchase Price, and then to the reduction of the principal amount of the Deferred Purchase Price.

SECTION 2.04 Settlement Procedures . (a) Seller shall be deemed to have received a Deemed Collection with respect to a Receivable sold by it to Purchaser hereunder upon the occurrence of any Dilution with respect to such Receivable. Upon the Seller receipt of a Deemed Collection, Purchaser shall be entitled to a credit (each, a “ Purchase Price Credit ”) against the Purchase Price otherwise payable to the Seller hereunder in an amount equal to such Deemed Collection. If such Purchase Price Credit exceeds the original Outstanding Balance of the Receivables originated by the Seller on such day, and an Investment Excess exists or would result from such Deemed Collection, upon demand by Purchaser (or the Agent following the Facility Termination Date), then the Seller shall pay to Purchaser the remaining amount of such Purchase Price Credit in cash on such day; provided , that if no such Investment Excess exists or would result therefrom and the Facility Termination Date has not occurred, the Seller shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Deferred Purchase Price Note to be issued by Purchaser in the form of Exhibit D hereto.

(b) Except as stated in subsection (a) of this Section 2.04 or as otherwise required by law or the underlying Contract, all Collections from an Obligor of any Purchased Receivable shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables.

SECTION 2.05 Payments and Computations, Etc. . (a) All amounts to be paid or deposited by the Seller or the Collection Agent hereunder shall be paid or deposited no later than 11:00 A.M. (New York City time) on the day when due in same day funds to an account or accounts designated by the Purchaser from time to time, which accounts, during the existence of the Receivables Purchase Agreement, shall be those set forth in the Receivables Purchase Agreement.

(b) The Seller shall, to the extent permitted by law, pay to the Purchaser interest on any amount not paid or deposited by the Seller (whether as Collection Agent or otherwise) when due hereunder at an interest rate per annum equal to 2.0% per annum above the Alternate Base Rate, payable on demand.

(c) All computations of interest and all computations of fees hereunder shall be made on the basis of a year of three hundred sixty (360) days for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

SECTION 2.06 Contributions . The Seller may from time to time at its option, by notice to the Purchaser on or prior to the date of the proposed contribution, identify Receivables which it proposes to contribute to the Purchaser as a capital contribution. On the date of each such contribution and after giving effect thereto, the Purchaser shall own in fee simple the Receivables so identified and contributed (collectively, the “ Contributed Receivables ”) and all Related Security with respect thereto. The foregoing notwithstanding, on the date of the initial Purchase hereunder the Seller agrees to contribute to the Purchaser all Receivables which are not included in such initial Purchase.

ARTICLE III.
CONDITIONS OF PURCHASES

SECTION 3.01 Conditions Precedent to Initial Purchase from the Seller . The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that (a) all of the conditions to the initial purchase under the Receivables Purchase Agreement have been satisfied or waived in accordance with the terms thereof, and (b) the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser:

(i) Evidence that the Seller and each other Originator has taken any necessary corporate action to authorize this Agreement and the First-Step Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the First-Step Agreement.

(ii) A certificate of the Secretary or Assistant Secretary of the Seller and each other Originator certifying the names and true signatures of the officers of the Seller and each other Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder.

(iii) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Purchase, naming each Originator as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto.

(iv) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller and each other Originator.

(v) Completed requests for information, dated on or before the date of such initial Purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (iii) above that name the Seller or any other Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security).

(vi) The First-Step Agreement, duly executed by each of the parties thereto.

SECTION 3.02 Conditions Precedent to All Purchases . Each Purchase (including the initial Purchase) hereunder shall be subject to the further conditions precedent that no Event of Termination under subsections 7.01(e), (f) or (g) shall have occurred and be continuing.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties of the Seller . The Seller represents and warrants as follows:

(a) The Seller is a corporation duly incorporated, validly existing and in good standing, under the laws of the applicable jurisdiction set forth in Exhibit B hereto (as such Exhibit B may be amended from time to time pursuant to Section 5.01(b)) and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not have a material adverse effect on (i) the interests of the Purchaser hereunder, (ii) the collectibility of the Transferred Receivables, or (iii) the ability of the Seller or the Collection Agent to perform their respective obligations hereunder.

(b) The execution, delivery and performance by the Seller of this Agreement and the other documents to be delivered by it hereunder, including the Seller’s sale and contribution of Receivables hereunder and the Seller’s use of the proceeds of Purchases, (i) are within the Seller’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) the Seller’s charter or by-laws, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the transfer of the Seller’s interest in the Transferred Receivables pursuant to this Agreement). This Agreement has been duly executed and delivered by the Seller.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement or any other document to be delivered by it hereunder.

(d) This Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) Sales and contributions made pursuant to this Agreement will constitute a valid sale, transfer, and assignment of the Transferred Receivables to Purchaser, enforceable against creditors of, and purchasers from, the Seller. The Seller shall have no remaining property interest in any Transferred Receivable.

(f) The balance sheets of the Seller and its subsidiaries as at December 31, 2008, and the related statements of income and retained earnings of the Seller and its subsidiaries for the fiscal year then ended, copies of which have been furnished to the Purchaser, fairly present the financial condition of the Seller and its subsidiaries as at such date and the results of the operations of the Seller and its subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied. Since December 31, 2008 no event has occurred that would have a Material Adverse Effect.

(g) There is no pending or, to the Seller’s knowledge, threatened action, investigation or proceeding affecting the Seller or any of its subsidiaries before any court, governmental agency or arbitrator which may materially adversely affect the financial condition or operations of the Seller and its consolidated subsidiaries, when taken as a whole, or the ability of the Seller to perform its obligations under this Agreement or any other document to be delivered by it hereunder, or which purports to affect the legality, validity or enforceability of this Agreement or any other document to be delivered by it hereunder.

(h) No proceeds of any Purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, provided that this Section 4.01(h) shall not prohibit the Seller from purchasing equity securities of Ferro, Ferro Color or FPL in accordance with applicable law.

(i) No transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(j) Each Receivable included in the Net Pool Balance on a Monthly Report as an Eligible Receivable was an Eligible Receivable as of the last day of the month covered by such Monthly Report. Each Transferred Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser). When Purchaser makes a Purchase it shall acquire valid and perfected first priority ownership of each Purchased Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Purchaser), and no effective financing statement or other instrument similar in effect covering any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Purchaser in accordance with this Agreement, in favor of the Seller in accordance with the First-Step Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Purchaser.

(k) Each Seller Report (if prepared by the Seller, or to the extent that information contained therein is supplied by the Seller), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by the Seller to the Purchaser in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Purchaser at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(l) The principal place of business and chief executive office of the Seller and the office where the Seller keeps its records concerning the Transferred Receivables are located at the address referred to in Section 5.01(b). The Seller is located in the jurisdiction of organization set forth in Exhibit B hereto for purposes of Section 9-307 of the UCC as in effect in the State of New York; and the office in the jurisdiction of organization of the Seller in which a UCC financing statement is required to be filed in order to perfect the security interest granted by the Seller hereunder is set forth in Exhibit B hereto (in each case as such Exhibit B may be amended from time to time pursuant to Section 5.01(b)).

(m) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Exhibit A (as the same may be updated from time to time pursuant to Section 5.01(h)).

(n) The Seller is not known by and does not use any tradename or doing-business-as name, other than, as set forth in Exhibit F hereto, as such Exhibit F may be amended from time to time to remove any tradenames or doing-business-as names upon request of the Seller with the prior written approval of the Purchaser.

(o) With respect to any programs used by the Seller in the servicing of the Receivables, such Seller shall pay any necessary fees associated with any sublicensing agreements necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs ( it being understood that , however, the Collection Agent, if other than the Seller, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Seller, Ferro Color and FPL).

(p) The transfers of Transferred Receivables by the Seller to the Purchaser pursuant to this Agreement, and all other transactions between the Seller and the Purchaser, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Seller.

(q) The Seller has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns (other than with respect to such state and local tax returns for the tax year 2005, which have been filed prior to the date hereof) and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles). The Seller will also pay when due any taxes payable in connection with the Receivables transferred by it, exclusive of taxes on or measured by income or gross receipts of Purchaser and its assigns.

(r) The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(s) The Seller has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable originated by the Seller, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(t) With respect to each Receivable transferred hereunder by the Seller to Purchaser, the Purchase Price received by the Seller constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by the Seller of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(u) Each Contract with respect to each Receivable originated by the Seller is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(v) Each Receivable originated by the Seller is an &ldquo