{"id":43525,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-contribution-agreement-edison-schools-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-contribution-agreement-edison-schools-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-contribution-agreement-edison-schools-inc-and.html","title":{"rendered":"Purchase and Contribution Agreement &#8211; Edison Schools Inc. and Edison Receivables Co. LLC"},"content":{"rendered":"<pre>--------------------------------------------------------------------------------\n\n                       PURCHASE AND CONTRIBUTION AGREEMENT\n\n                                     between\n\n                               EDISON SCHOOLS INC.\n\n                             as Seller and Servicer,\n\n                                       and\n\n                         EDISON RECEIVABLES COMPANY LLC,\n\n                                    as Buyer\n\n                          Dated as of October 31, 2001\n\n--------------------------------------------------------------------------------\n\n\n                       PURCHASE AND CONTRIBUTION AGREEMENT\n\n            This PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 31,\n2001 (as amended, supplemented or otherwise modified and in effect from time to\ntime, this \"Agreement\"), made by and between EDISON RECEIVABLES COMPANY LLC, a\nDelaware limited liability company, as buyer (the \"Buyer\") and EDISON SCHOOLS\nINC., a Delaware corporation (\"Edison\"), as seller (the \"Seller\") and as\nservicer (in such capacity, the \"Servicer\").\n\n                                    RECITALS:\n\n            WHEREAS, the Seller in the ordinary course of its business generates\nor acquires certain accounts receivable and related rights and interests.\n\n            WHEREAS, subject to the terms and conditions of this Agreement, the\nSeller desires to sell from time to time to the Buyer, and the Buyer desires to\npurchase from time to time from the Seller, certain Receivables (as defined\nbelow), subject to the terms and conditions of this Agreement.\n\n            WHEREAS, the Seller may also wish to contribute Receivables from\ntime to time to the capital of the Buyer on the terms set forth herein.\n\n            WHEREAS, the Buyer has determined that the Receivables would be most\neffectively serviced by the Servicer and the Servicer is willing to service the\nReceivables.\n\n            NOW, THEREFORE, in consideration of the premises and mutual\ncovenants contained herein, and for good and sufficient consideration, the\nparties hereto, intending to be legally bound, do hereby agree as follows:\n\n                                   ARTICLE I\n\n                                   DEFINITIONS\n\n            Section 1.01. Certain Defined Terms. As used in this Agreement, the\nfollowing capitalized terms shall have the following meanings:\n\n            \"Affiliate\" shall mean, with respect to a Person, any other Person,\nwhich directly or indirectly controls, is controlled by or is under common\ncontrol with, such Person. The term \"control\" means the possession, directly or\nindirectly, of the power to direct or cause the direction of the management and\npolicies of a Person, whether through the ownership of voting securities, by\ncontract or otherwise.\n\n            \"Business Day\" shall mean any day other than a Saturday, Sunday,\npublic holiday under the Laws of the State of New York or any other day on which\nbanking institutions are authorized or obligated to close in the State of New\nYork.\n\n            \"Buyer\" shall have the meaning specified in the preamble hereto.\n\n\n            \"Code\" shall mean the Internal Revenue Code of 1986, as amended from\ntime to time, and any successor thereto, and the regulations promulgated and\nrulings issued thereunder.\n\n            \"Collections\" shall mean, for any Receivable as of any date, (i) the\nsum of all amounts, whether in the form of wire transfer, cash, checks, drafts,\nor other instruments, received by the Buyer, the Servicer or the Lender or in a\nPermitted Lockbox or Lockbox Account in payment of, or applied to, any amount\nowed by any Obligor on account of such Receivable on or before such date,\nincluding, without limitation, all amounts received on account of such\nReceivable and all other fees and charges, (ii) cash Proceeds of Related\nSecurity with respect to such Receivable and (iii) all Deemed Collections.\n\n            \"Consolidated Debt\" shall mean, at any time, the Debt of Edison and\nits Subsidiaries determined on a consolidated basis in accordance with GAAP.\n\n            \"Consolidated Net Income\" shall mean, for any period, the net income\nof Edison and its Subsidiaries determined on a consolidated basis in accordance\nwith GAAP.\n\n            \"Consolidated Tangible Net Worth\" shall mean, at any time, the\ncommon shareholders' equity of Edison and its Subsidiaries determined on a\nconsolidated basis in accordance with GAAP, less the sum of (i) all amounts\nowing to Edison or any Subsidiary by any Affiliate of Edison or such Subsidiary\nor by any officer, director or employee of Edison, any Subsidiary of Edison or\nany of their respective Affiliates and (ii) the carrying value of all intangible\nassets of Edison and its Subsidiaries.\n\n            \"Contract\" shall mean a binding agreement between the Seller and an\nObligor entered into in the ordinary course of the Seller's business in a form\nconsistent with past practices (with such changes as business circumstances and\nprudent business judgment dictate), and\/or any and all instruments, agreements,\ninvoices or other writings, which, in either case, give rise to an account\nreceivable arising from the provision of services in the ordinary course of the\nSeller's business.\n\n            \"Contributed Assets\" shall have the meaning specified in Section\n2.02(e) hereof.\n\n            \"Contributed Receivables\" shall have the meaning specified in\nSection 2.02(e) hereof.\n\n            \"Contribution Date\" shall mean each day on which the Seller makes a\ncapital contribution of Receivables to the Buyer pursuant to Section 2.02(e)\nhereof.\n\n            \"Credit and Collection Policy\" shall mean Edison's credit,\ncollection, enforcement and other policies and practices relating to the\nContracts and Receivables existing on the date hereof and as set forth on\nExhibit D hereto, as the same may be modified from time to time in compliance\nwith Section 5.02(f) hereof.\n\n            \"Credit Agreement\" shall mean the Credit and Security Agreement\ndated as of October 31, 2001 by and between the Buyer, as borrower and Merrill\nLynch Mortgage Capital Inc., as Lender, as the same may be from time to time\namended, modified or supplemented.\n\n\n                                       3\n\n\n            \"Debt\" of a Person shall mean, without duplication, such Person's\n(i) indebtedness for borrowed money or for the deferred purchase price of\nproperty or services, (ii) obligations as lessee under leases which shall have\nbeen or should be, in accordance with GAAP, recorded as capital leases, (iii)\nobligations, whether or not assumed, which are secured by Liens or payable out\nof the proceeds or production from property now or hereafter acquired by such\nPerson, (iv) obligations which are evidenced by notes, acceptances or other\ninstruments, (v) contingent or non-contingent obligations to make loans or\nadvances to any Person or to reimburse any Person in respect of amounts paid or\nto be paid under a letter of credit or similar instrument, (vi) Guarantees of\nDebt of others, and (vii) liabilities in respect of unfunded vested benefits\nunder plans covered by Title IV of ERISA.\n\n            \"Deemed Collection\" with respect to any Receivable shall mean, on\nany day, the amount received or deemed received by the Buyer from the Seller\npursuant to Section 2.05 hereof.\n\n            \"Defaulted Receivable\" shall mean a Receivable (i) in respect of\nwhich the Obligor is not entitled to any further extensions of credit, by reason\nof any default or nonperformance by such Obligor, under the terms of the Credit\nand Collection Policy, (ii) which is identified as uncollectible by the Servicer\nor which, in accordance with the Credit and Collection Policy, should be written\noff the Buyer's books as uncollectible, (iii) in respect of which an Event of\nBankruptcy has occurred and is continuing with respect to the related Obligor or\n(iv) that is outstanding more than 120 days from its due date.\n\n            \"Dilution\" shall mean any credit allowance, cancellation, cash\ndiscount, deduction, claim, offset, set-off, rebate, charge back, and any other\nallowance, adjustment, forgiveness or deduction (including, without limitation,\nany special or other discounts or any reconciliation) that is given to an\nObligor in accordance with the Credit and Collection Policy.\n\n            \"Dollars\" or \"$\" shall mean the lawful currency of the United States\nof America.\n\n            \"Edison\" shall have the meaning specified in the preamble hereto.\n\n            \"Effective Date\" shall mean October 31, 2001, the date as of which\nthe Buyer and the Seller have executed and delivered this Agreement.\n\n            \"Eligible Receivable\" shall mean, at any time, any Receivable:\n\n            (a) which complies with all applicable Laws and other legal\nrequirements, whether federal, state or local;\n\n            (b) which constitutes an \"account\" or \"general intangible\" as\ndefined in the UCC as in effect in the State of New York and the jurisdiction\nwhose Law governs the perfection of the Buyer's security interest therein, and\nis not evidenced by an \"instrument\", as defined in the UCC as so in effect;\n\n            (c) which was originated in connection with the rendering of\nservices by the Seller in the ordinary course of the Seller's business to an\nObligor who was approved by the Seller in accordance with its Credit and\nCollection Policy, and which Obligor is not an Affiliate of the Seller or the\nLender;\n\n\n                                       4\n\n\n            (d) which (i) is assignable under the terms of the applicable\nContract or otherwise, without any consent of or notice to the related Obligor\nor any other Person and (ii) arises from a Contract that does not contain any\nprovision that restricts the ability of the Buyer or the Lender to exercise its\nrights under this Agreement or the Credit Agreement, including, without\nlimitation, its right to review the Contract;\n\n            (e) which is genuine (i.e., is not fraudulent) and constitutes a\nlegal, valid and binding payment obligation of the related Obligor, enforceable\nin accordance with its terms and which arises under a Contract;\n\n            (f) which provides for payment in Dollars by the related Obligor;\n\n            (g) which directs payment thereof to be sent to a Permitted Lockbox\nor a Lockbox Account;\n\n            (h) which is not a Defaulted Receivable;\n\n            (i) which was not originated in or subject to the Laws of a\njurisdiction whose Laws would make such Receivable, the related Contract or the\nsale or pledge of such Receivable hereunder or under the Credit Agreement\nunlawful, invalid or unenforceable;\n\n            (j) which is owned solely by the Seller free and clear of all Liens,\nexcept for Liens of the type described in clauses (a) and (b) of the definition\nof Permitted Liens, and in which the Buyer will have a valid and binding\nundivided ownership interest or a first priority perfected security interest;\n\n            (k) which has been invoiced and by its terms requires payment in\nfull in respect thereof to be made no later than 30 days after the date of the\noriginal invoice with respect thereto, except in the case of a Quarterly Bill\nReceivable, in which case the terms of such Quarterly Bill Receivable require\npayment in full in respect thereof to be made no later than 30 days after the\nend of the applicable three month billing period specified in the related\nContract;\n\n            (l) which has an Obligor which is domiciled in a state (including\nthe District of Columbia) of the United States of America;\n\n            (m) which has an Obligor who is not in default in any material\nrespect under the terms of the Contract, if any, from which such Receivable\narose;\n\n            (n) which is not a note receivable;\n\n            (o) which is not an obligation of the United States government or\nany agency, instrumentality or political subdivision thereof;\n\n            (p) which has terms which have not been modified, extended or\nrenegotiated since the provision of service to an Obligor in any way not\nprovided for in this Agreement or in the Credit and Collection Policy;\n\n            (q) the payment of which (or any portion of which) has not been\nsubordinated or deferred under the related Management Contract; provided that\nthe unexercised right in any\n\n\n                                       5\n\n\nManagement Contract between the Seller and a charter school Obligor to\nsubordinate or defer the payment of Edison's management fee thereunder to\ncertain agreed upon expenses of such Obligor under such Contract and to certain\noperating expenses of the Seller under such Contract shall not by, itself, cause\nsuch Receivable to fail to qualify as an Eligible Receivable;\n\n            (r) the payment of which (or of any portion of which) has not been\nsubordinated or deferred in accordance with the terms of any related Contract\n(other than the related Management Contract which is the subject of preceding\nclause (q)); provided that the unexercised right in any such Contract to cause\nthe subordination or deferral of any such payment shall not, by itself, cause\nsuch Receivable to fail to qualify as an Eligible Receivable;\n\n            (s) which arises under a Contract under which the related Obligor is\nin compliance in all respects with all applicable insurance requirements set\nforth in such Contract;\n\n            (t) which arises under a Contract with respect to which neither\nEdison nor the Obligor thereunder has delivered a written notice of its intent\nto terminate such Contract or a notice of a material breach or default under\nsuch Contract; and\n\n            (u) which has not been disqualified by the Lender for reasonable\ncause, as evidenced by prior written notice thereof to the Borrower and the\nServicer; it being understood and agreed that reasonable cause shall include,\nwithout limitation, a determination by the Lender, in the exercise of its\nreasonable judgment, that the Contract under which such Receivable arose\nadversely affects the Lender's ability to collect such Receivable or adversely\naffects the Lender's ability to determine the collectibility of such Receivable\nor the timing of any payment with respect thereto or the Outstanding Balance\nthereof.\n\n            \"ERISA\" shall mean the Employee Retirement Income Security Act of\n1974, as amended from time to time and any successor thereto, and the\nregulations promulgated and rulings issued thereunder.\n\n            \"ERISA Affiliate\" shall mean, with respect to any Person, any Person\nwhich is a member of any group of organizations (i) described in Section 414(b)\nor (c) of the Code of which such Person is a member, or (ii) solely for purposes\nof potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11)\nof the Code and the Lien created under Section 302(f) of ERISA and Section\n412(n) of the Code, described in Section 414(m) or (o) of the Code of which such\nPerson is a member.\n\n            \"ERISA Event\" shall mean, with respect to any Person, (i) with\nrespect to any Plan, a reportable event, as defined in Section 4043 of ERISA, as\nto which the PBGC has not by regulation waived the requirement of Section\n4043(a) of ERISA that it be notified within 30 days of the occurrence of such\nevent, or (ii) the withdrawal of such Person or any ERISA Affiliate from a\nmultiple employer Plan during a plan year in which it is a \"substantial\nemployer\", as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by\nsuch Person or any ERISA Affiliate to meet the minimum funding standard of\nSection 412 of the Code or Section 302 of ERISA with respect to any Plan,\nincluding, without limitation, the failure to make on or before its due date a\nrequired installment under Section 412(m) of the Code or Section 302(e) of\nERISA, or (iv) the distribution under Section 4041 of ERISA of a notice of\nintent to terminate any Plan or any action taken by such Person or any ERISA\nAffiliate to terminate any Plan, or (v) the adoption of an amendment to any\n\n\n                                       6\n\n\nPlan that pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA\nwould result in the loss of tax-exempt status of the trust of which such Plan is\na part if such Person or an ERISA Affiliate fails to timely provide security to\nthe Plan in accordance with the provisions of said Sections, or (vi) the\ninstitution by the PBGC of proceedings under Section 4042 of ERISA for the\ntermination of, or the appointment of a trustee to administer, any Plan, or\n(vii) the receipt by such Person or any ERISA Affiliate of a notice from a\nMultiemployer Plan that action of the type described in the previous clause (vi)\nhas been taken by the PBGC with respect to such Multiemployer Plan, or (viii)\nany event or circumstance exists which may reasonably be expected to constitute\ngrounds for such Person or any ERISA Affiliate to incur liability under Title IV\nof ERISA or under Sections 412(c)(11) or 412(n) of the Code with respect to any\nPlan.\n\n            \"Event of Bankruptcy\" shall mean, for any Person:\n\n            (a) that such Person shall fail generally to, or admit in writing\nits inability to, pay its debts as they become due; or\n\n            (b) a proceeding shall have been instituted and remains unstayed or\nundismissed for a period of 60 days in a court having jurisdiction in the\npremises seeking a decree or order for relief in respect of such Person in an\ninvoluntary case under any applicable bankruptcy, insolvency or other similar\nLaw now or hereafter in effect, or for the appointment of a receiver,\nliquidator, assignee, trustee, custodian, sequestrator, conservator or other\nsimilar official of such Person or for any substantial part of its property, or\nfor the winding-up or liquidation of its affairs; or\n\n            (c) the commencement by such Person of a voluntary case under any\napplicable bankruptcy, insolvency or other similar Law now or hereafter in\neffect, or such Person's consent to the entry of an order for relief in an\ninvoluntary case under any such Law, or consent to the appointment of or taking\npossession by a receiver, liquidator, assignee, trustee, custodian,\nsequestrator, conservator or other similar official of such Person or for any\nsubstantial part of its property, or any general assignment for the benefit of\ncreditors; or\n\n            (d) such Person shall take any corporate action in furtherance of\nany of the actions set forth in the preceding clause (a), (b) or (c).\n\n            \"Excluded Receivable\" shall have the meaning specified in Schedule\nIII hereto, as such Schedule may be amended from time to time by an agreement in\nwriting signed by the Buyer, the Seller and the Lender; provided that the Seller\nmay, by written notice to the Buyer and the Lender, unilaterally amend Schedule\nIII hereto to include additional Contracts under which the related Obligor is\nlocated in a state or jurisdiction of the United States that has a law, statute,\nrule or regulation that prohibits, restricts or impairs the ability of the\nSeller to assign or grant a security interest in the Receivables, Related\nSecurity and Collections thereunder, which law, statute, rule or regulation has\nnot been made ineffective, either by the adoption of Sections 9-406(f) and\n9-408(c) of the UCC or otherwise.\n\n            \"Facility Documents\" shall mean collectively, this Agreement, the\nCredit Agreement, the Lockbox Agreements and all other agreements, documents and\ninstruments delivered pursuant hereto or thereto or in connection herewith or\ntherewith.\n\n\n                                       7\n\n\n            \"Finance Charges\" shall mean all interest, Funding Losses and\ntransaction fees and expenses payable by the Buyer from time to time under or in\nconnection with the Credit Agreement.\n\n            \"Fiscal Year\" shall mean each year which is the fiscal year of the\nSeller for accounting purposes.\n\n            \"Funding Loss\" shall have the meaning specified in the Credit\nAgreement.\n\n            \"GAAP\" shall mean generally accepted accounting principles in the\nUnited States of America, applied on a consistent basis and applied to both\nclassification of items and amounts, and shall include, without limitation, the\nofficial interpretations thereof by the Financial Accounting Standards Board,\nits predecessors and successors.\n\n            \"Guarantee\" of or by any Person (the \"guarantor\") shall mean any\nobligation, contingent or otherwise, of the guarantor guaranteeing or having the\neconomic effect of guaranteeing any Debt or other obligation of any other Person\n(the \"primary obligor\") in any manner, whether directly or indirectly, and\nincluding any obligation of the guarantor, direct or indirect, (a) to purchase\nor pay (or advance or supply funds for the purchase or payment of) such Debt or\nother obligation or to purchase (or to advance or supply funds for the purchase\nof) any security for the payment thereof, (b) to purchase or lease property,\nsecurities or services for the purpose of assuring the owner of such Debt or\nother obligation of the payment thereof, (c) to maintain working capital, equity\ncapital or any other financial statement condition or liquidity of the primary\nobligor so as to enable the primary obligor to pay such Debt or other obligation\nor (d) as an account party in respect of any letter of credit or letter of\nguaranty issued to support such Debt or obligation; provided, that the term\nGuarantee shall not include endorsements for collection or deposit in the\nordinary course of business.\n\n            \"Indemnified Parties\" shall mean the Buyer and its officers,\ndirectors, employees, successors or assigns.\n\n            \"Law\" shall mean any law (including common law), constitution,\nstatute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or\naward of any Official Body.\n\n            \"Lender\" shall mean Merrill Lynch Mortgage Capital Inc., together\nwith its successors and assigns, or such other Person as provided in the Credit\nAgreement.\n\n            \"Lien\", in respect of the property of any Person, shall mean any\nownership interest of any other Person, any mortgage, deed of trust,\nhypothecation, pledge, lien, security interest, filing of any financing\nstatement, charge or other encumbrance or security arrangement of any nature\nwhatsoever, including, without limitation, any conditional sale or title\nretention arrangement, and any assignment, deposit arrangement, consignment or\nlease intended as, or having the effect of, security.\n\n            \"Lockbox Account\" shall mean a demand deposit account identified on\nExhibit A hereto maintained with a Permitted Lockbox Bank pursuant to a Lockbox\nAgreement for the purpose of depositing payments made by the Obligors or such\nother account as the Buyer, the Servicer and the Lender may agree upon from time\nto time.\n\n\n                                       8\n\n\n            \"Lockbox Agreement\" shall mean the agreement that governs the\noperation of a Permitted Lockbox and related Lockbox Account which is in\ncompliance with Section 6.05 and which is substantially in the form of Exhibit B\nhereto or otherwise in form and substance satisfactory to the Lender.\n\n            \"Management Contract\" shall mean the principal Contract (together\nwith all annexes, schedules and exhibits thereto) governing the provision of\nservices by the Seller to the related Obligor.\n\n            \"Multiemployer Plan\" shall mean with respect to any Person, a\n\"multi-employer plan\" as defined in Section 4001(a)(3) of ERISA is or was at any\ntime during the current year or immediately preceding five years contributed to\nby such Person or any ERISA Affiliate on behalf of its employees and which is\ncovered by Title IV of ERISA.\n\n            \"Obligor\" shall mean, for any Receivable, each and every Person,\ncharter school, district school, state or local government or any agency or\ninstrumentality thereof who purchased services on credit under a Contract and\nwho is obligated to make payments to the Seller or the Buyer pursuant to such\nContract.\n\n            \"Official Body\" shall mean any government or political subdivision\nor any agency, authority, bureau, central bank, commission, department or\ninstrumentality of either, or any court, tribunal, grand jury or arbitrator, in\neach case whether foreign or domestic.\n\n            \"Outstanding Balance\" of any Receivable shall mean, at any time, the\nthen outstanding amount thereof. The outstanding amount of any Receivable shall\nbe reduced by all related Collections on the date received or deemed received.\n\n            \"PBGC\" shall mean the Pension Benefit Guaranty Corporation and any\nentity succeeding to any or all of its functions under ERISA.\n\n            \"Permitted Liens\" shall mean:\n\n            (a) Liens created under this Agreement or the Credit Agreement;\n\n            (b) Liens securing taxes, assessments, governmental charges or\nlevies not yet delinquent or the payment of which is being contested in good\nfaith by appropriate proceedings diligently conducted and with respect to which\nadequate reserves have been established in accordance with GAAP and which do\nnot, singly or in the aggregate, adversely affect in any material respect the\nTransferred Assets or the Buyer's ownership interest therein; and\n\n            (c) Liens arising by operation of law securing any amount not yet\ndelinquent or the payment of which is being contested in good faith by\nappropriate proceedings diligently conducted and with respect to which adequate\nreserves have been established in accordance with GAAP and which do not, singly\nor the aggregate, adversely affect in any material respect the Transferred\nAssets or the Buyer's ownership interest therein.\n\n            \"Permitted Lockbox\" shall mean a post office box or other mailing\nlocation identified on Exhibit A hereto maintained by a Permitted Lockbox Bank\npursuant to a Lockbox Agreement for the purpose of receiving payments made by\nthe Obligors for subsequent deposit into\n\n\n                                       9\n\n\na related Lockbox Account, or such other post office box or mailing location as\nthe Lender, the Buyer and the Servicer may agree upon from time to time.\n\n            \"Permitted Lockbox Bank\" shall mean a bank identified on Exhibit A\nhereto or such other bank as the Buyer, the Servicer and the Lender may agree\nupon from time to time.\n\n            \"Person\" shall mean an individual, corporation, limited liability\ncompany, partnership (general or limited), trust, business trust, unincorporated\nassociation, joint venture, joint-stock company, Official Body or any other\nentity of whatever nature.\n\n            \"Plan\" shall mean, with respect to any Person, any employee benefit\nplan or other plan which is or was during the current year or immediately\npreceding five years established or maintained by such Person or any ERISA\nAffiliate and which is covered by Title IV of ERISA, other than a Multiemployer\nPlan.\n\n            \"Proceeds\" shall mean \"proceeds\" as defined in Section 9-102(a)(64)\nof the UCC as in effect in the State of New York and in the jurisdiction whose\nlaw governs the perfection of the Buyer's interests therein.\n\n            \"Purchase\" shall mean a purchase by the Buyer of Receivables\nhereunder, together with the Related Security and Collections with respect\nthereto.\n\n            \"Purchase Date\" shall mean each day on which a Purchase occurs\nhereunder.\n\n            \"Purchase Price\" shall have the meaning specified in Section 2.02(c)\nhereof.\n\n            \"Purchased Assets\" shall mean, at any time, an undivided ownership\ninterest in (i) each Receivable sold hereunder, (ii) all Related Security with\nrespect to each such Receivable, (iii) all Collections with respect thereto, and\n(iv) all cash and non-cash Proceeds of the foregoing.\n\n            \"Quarterly Bill Receivable\" shall mean any Receivable which arises\nunder a Contract (in effect on the earlier of the initial Purchase Date and the\ninitial Contribution Date) which, as of the earlier of the initial Purchase Date\nand the initial Contribution Date, contemplates the rendering of an invoice with\nrespect to such Receivable on or about the last day of a successive three month\nperiod specified in such Contract (and not at any other time during such three\nmonth period) and payment thereof by the related Obligor within 30 days\nthereafter.\n\n            \"Receivable\" shall mean all indebtedness owed to the Seller by an\nObligor (without giving effect to any purchase by the Buyer at any time\nhereunder) under a Contract for which indebtedness an invoice has been rendered,\nwhether or not constituting an account or a general intangible and whether or\nnot evidenced by an instrument, whether now existing or hereafter arising,\nsolely in connection with the rendering of services by the Seller to an Obligor\nin the ordinary course of the Seller's business, all monies due or to become due\nunder such Contract, and including the right to payment of any other obligations\nof such Obligor with respect thereto; provided, that the term \"Receivable\" shall\nnot include any Excluded Receivable.\n\n            \"Records\" shall mean correspondence, memoranda, computer programs,\ntapes, discs, papers, books or other documents or transcribed information of any\ntype whether expressed in ordinary or machine-readable language.\n\n\n                                       10\n\n\n            \"Related Security\" shall mean with respect to any Receivable:\n\n            (a) all of the Seller's rights in, to and under a Contract (other\nthan any such rights which constitute non-Payment Intangible, General\nIntangibles (as \"Payment Intangible\" and \"General Intangible\" are defined in the\nUCC));\n\n            (b) all security interests or liens and property subject thereto\nfrom time to time, if any, purporting to secure payment of such Receivable,\nwhether pursuant to the Contract related to such Receivable or otherwise,\ntogether with any and all financing statements signed by an Obligor describing\nany collateral securing such Receivable;\n\n            (c) all guarantees, indemnities, letters of credit, insurance or\nother agreements or arrangements of any kind, if any, from time to time\nsupporting or securing payment of such Receivable whether pursuant to the\nContract related to such Receivable or otherwise;\n\n            (d) all Records relating to the Receivables or the related Contract\nor Obligor; and\n\n            (e) all Proceeds of the foregoing.\n\n            \"Responsible Officer\" with respect to a Person shall mean the Chief\nExecutive Officer, the President, the Treasurer, any Assistant Treasurer, any\nVice President, Secretary or other authorized officer of such Person (but only\nif the Buyer and the Lender have received prior written notice of the identity\nor title of such other authorized officer).\n\n            \"Seller\" shall have the meaning specified in the preamble hereto.\n\n            \"Servicer\" shall mean Edison in its capacity as servicer hereunder,\nand its successors and assigns in such capacity.\n\n            \"Servicer Default\" shall have the meaning specified in Section 6.06\nhereof.\n\n            \"Servicer Fee\" shall have the meaning specified in the Credit\nAgreement.\n\n            \"Single Employer Plan\" shall mean a single-employer plan as defined\nin Section 4001(a)(15) of ERISA which is subject to the provisions of Title IV\nof ERISA. \"Subsidiary\" shall mean, with respect to any Person, any corporation,\nlimited liability company or other entity of which securities or other ownership\ninterests having ordinary voting power to elect a majority of the board of\ndirectors or other persons performing similar functions are at the time directly\nor indirectly owned by such Person; provided, that no entity shall be considered\na Subsidiary of Edison if Edison obtains such voting power solely by reason of\nexercising its rights as a secured party in collateral that consists of such\nentity's voting stock.\n\n            \"Termination Event\" shall have the meaning specified in Section 7.01\nhereof.\n\n            \"Transferred Assets\" shall mean the Purchased Assets and the\nContributed Assets.\n\n\n                                       11\n\n\n            \"UCC\" shall mean, with respect to any jurisdiction, the Uniform\nCommercial Code, or any successor statute, or any comparable law, as the same\nmay from time to time be amended, supplemented or otherwise modified and in\neffect in such jurisdiction.\n\n            \"Unmatured Termination Event\" shall mean any event or condition\nthat, with the passage of time or the giving of notice, or both, would\nconstitute a Termination Event.\n\n            Section 1.02. Interpretation and Construction. Unless the context of\nthis Agreement otherwise clearly requires, references to the plural include the\nsingular, the singular the plural and the part the whole. References in this\nAgreement to \"determination\" by the Buyer shall be conclusive absent manifest\nerror and include good faith estimates by the Buyer (in the case of quantitative\ndeterminations), and the good faith belief by the Buyer (in the case of\nqualitative determinations). The words \"hereof\", \"herein\", \"hereunder\" and\nsimilar terms in this Agreement refer to this Agreement as a whole and not to\nany particular provision of this Agreement. Unless otherwise stated in this\nAgreement, in the computation of a period of time from a specified date to a\nlater specified date, the word \"from\" means \"from and including\" and the words\n\"to\" and \"until\" each means \"to but excluding.\" The section and other headings\ncontained in this Agreement are for reference purposes only and shall not\ncontrol or affect the construction of this Agreement or the interpretation\nhereof in any respect. Section, subsection, exhibit and schedule references are\nto this Agreement unless otherwise specified. As used in this Agreement, the\nmasculine, feminine or neuter gender shall each be deemed to include the others\nwhenever the context so indicates. All accounting terms not specifically defined\nherein shall be construed in accordance with GAAP. Terms not otherwise defined\nherein which are defined in the UCC as in effect in the State of New York shall\nhave the respective meanings ascribed to such terms therein unless the context\notherwise clearly requires. Any provision in this Agreement referring to action\nto be taken by any Person, or that such Person is prohibited from taking, shall\nbe applicable whether such action is taken directly or indirectly by such\nPerson. All references to Laws, agreements and other documents shall refer to\nsuch Laws, agreements and documents as the same shall have been amended from\ntime to time. All other capitalized terms used herein and not otherwise defined\nshall have the meanings specified in the Credit Agreement.\n\n                                   ARTICLE II\n\n                        SALES AND TRANSFERS; SETTLEMENTS\n\n            Section 2.01. General Terms. On the terms and conditions hereinafter\nset forth, commencing on the date the conditions precedent in Section 4.01 are\nsatisfied to the date of the first Termination Event, the Seller shall, at its\noption, either sell or contribute to the Buyer on each Purchase Date or\nContribution Date, as the case may be, without recourse, except as specifically\nset forth herein, all right, title and interest of the Seller in, to and under\nthe Transferred Assets, and the Buyer agrees to purchase or accept as a capital\ncontribution, as the case may be, such Transferred Assets from the Seller.\n\n            Section 2.02. Purchase and Sale; Purchase Price; Contributions.\n\n            (a) On the initial Purchase Date, the Seller hereby irrevocably\nsells, sets over, assigns, transfers and conveys to the Buyer and its successors\nand assigns, without recourse, except as specifically set forth herein, and the\nBuyer hereby accepts, purchases and receives, all of the\n\n\n                                       12\n\n\nSeller's right, title, and interest in and to the Purchased Assets owned by the\nSeller as of the close of business on the Business Day immediately preceding\nsuch Purchase Date. Thereafter, on each Purchase Date, the Seller will\nirrevocably sell, set over, assign, transfer and convey to the Buyer and its\nsuccessors and assigns, without recourse, except as specifically set forth\nherein, and the Buyer will accept, purchase and receive, all of the Seller's\nright, title, and interest in and to the Purchased Assets owned by the Seller as\nof the close of business on the Business Day immediately preceding such Purchase\nDate.\n\n            (b) Each Purchase shall be made on a Purchase Date, provided that\nall conditions to purchase specified in Section 4.01 or Section 4.02, as\napplicable, are satisfied.\n\n            (c) The Purchase Price for the Purchased Assets payable on any\nPurchase Date shall be in an amount equal to 100% of the aggregate Outstanding\nBalance of the Receivables conveyed on such date, adjusted to reflect such\ncommercially reasonable factors as the Seller and the Buyer mutually agree will\nresult in a Purchase Price determined to approximate the fair market value of\nsuch Receivables. Subject to paragraph (d) below, the Purchase Price for the\nPurchased Assets sold by the Seller on any Purchase Date shall be payable in\nfull in immediately available funds by the Buyer, and on each such Purchase\nDate. The Buyer shall, upon satisfaction of the applicable conditions set forth\nin Article IV, make available to the Seller the cash portion of the Purchase\nPrice in immediately available funds.\n\n            (d) The Purchase Price to be paid by the Buyer on each Purchase Date\nshall be paid (i) in cash, (ii) with the consent of the Seller, by delivery of\n(or an increase in the amount outstanding under) a subordinated promissory note\n(the form and substance of which must be reasonably satisfactory to the Lender),\nor (iii) any combination of the foregoing methods.\n\n            (e) The Seller may, on any date and in its sole discretion,\ncontribute Receivables to the Buyer (collectively, the \"Contributed\nReceivables\") as additional capital of the Buyer. On the date of each such\ncontribution and after giving effect thereto, the Buyer shall own in fee simple\nthe Contributed Receivables and all Related Security and Collections with\nrespect thereto (collectively, the \"Contributed Assets\"). On each Contribution\nDate, the Seller shall document or report to the Buyer which, if any, of the\nContributed Receivables contributed on such Contribution Date constitute\nEligible Receivables.\n\n            Section 2.03. Transfers and Assignments.\n\n            (a) It is the intention of the parties hereto that each Purchase\nmade hereunder shall constitute a sale and assignment as such terms are used in\nArticle 9 of the UCC, which sales and assignments are absolute, irrevocable and\nwithout recourse except as specifically provided herein and shall provide the\nBuyer with the full benefits of ownership of the Receivables and the other\nrelated Purchased Assets. In addition, it is the intention of the Seller that\neach contribution of Contributed Assets hereunder shall transfer to the Buyer\nfee simple ownership interest in the Contributed Receivables and other related\nContributed Assets. In the event that such Purchases or contributions are deemed\nto constitute a pledge rather than sales and assignments or absolute\ncontributions of the aforementioned property, and for the purpose of\neffectuating the transfer of fee simple ownership in the aforementioned\nContributed Assets, the Seller does hereby grant to the Buyer, in order to\nsecure all the obligations of the Seller to the Buyer hereunder, a first\npriority perfected security interest in and to, and lien on, the Transferred\nAssets. The sales and conveyances\n\n\n                                       13\n\n\nhereunder of the Purchased Assets and the contribution of the Contributed Assets\ndo not constitute an assumption by the Buyer or its successors and assigns of\nany obligations of the Seller to any Obligor or to any other Person in\nconnection with Receivables, the Related Security or under any other agreement\nor instrument relating to the Receivables.\n\n            (b) In connection with the sales and transfers under Section 2.02(a)\nand the contributions under Section 2.02(e), the Seller agrees to authenticate\nand file, at its own expense, financing statements with respect to the\nTransferred Assets now existing and hereafter created or acquired, suitable to\nreflect the transfer of accounts, general intangibles and chattel paper (each as\ndefined in Article 9 of the UCC) and meeting the requirements of applicable\nstate Law in such manner and in such jurisdictions as are necessary to perfect\nthe sale, transfer, assignment and\/or contribution of the Transferred Assets to\nthe Buyer, and to deliver a file-stamped copy of such financing statements or\nother evidence of such filing satisfactory to the Buyer as soon as possible\nafter the date hereof. In addition to, and without limiting the foregoing, the\nSeller shall, upon the request of the Buyer, in order to accurately reflect this\ntransaction, authenticate and file such financing or continuation statements or\namendments thereto or assignments thereof (as permitted pursuant to Section 9.09\nhereof) as may be reasonably requested by the Buyer.\n\n            (c) The Seller shall maintain its books and records, including but\nnot limited to any computer files and master data processing records, so that\nsuch records that refer to Receivables sold or contributed hereunder shall\nindicate clearly that the Seller's right, title and interest in such Receivables\nhas been sold or contributed to the Buyer and that such interest in such\nReceivables has been pledged by the Buyer to the Lender as collateral security\nfor the Buyer's obligations under the Credit Agreement. Indication of the\nBuyer's ownership of Receivables shall be deleted from or modified on the\nSeller's records when, and only when, the Receivables shall have been paid in\nfull or the Buyer's ownership of such Receivables shall have been repurchased\n(or purchased) by the Seller from the Buyer. The Seller agrees to deliver to the\nBuyer on the earlier of the first Purchase Date or the first Contribution Date a\nlist, which may be a computer file, disk or microfiche list, containing a true\nand complete schedule of all Receivables constituting Transferred Assets. Such\nfile, disk or list shall be marked as the \"Receivables Schedule\" and as Schedule\nI to this Agreement, shall be delivered to the Buyer as confidential and\nproprietary, and is hereby incorporated into and made a part of this Agreement.\n\n            Section 2.04. Protection of Ownership of the Transferred Assets.\n\n            (a) The Seller agrees that from time to time, at its sole expense,\nit shall promptly authenticate and deliver all additional instruments and\ndocuments and take all additional actions that the Buyer may reasonably request\nin order to perfect the interests of the Buyer in and to, or to protect, the\nTransferred Assets or to enable the Buyer to exercise or enforce any of its\nrights hereunder. To the fullest extent permitted by applicable Law, the Buyer\nshall be permitted, and the Seller hereby authorizes the Buyer, to file\ncontinuation statements and amendments thereto and assignments thereof\nconsistent with the terms of this Agreement (including any amendment hereto or\nother modification hereof). Carbon, photographic or other reproductions of this\nAgreement or any financing statement shall be sufficient as a financing\nstatement.\n\n            (b) The Buyer shall have the right to do all such acts and things as\nit may deem reasonably necessary to protect its interests hereunder, including,\nwithout limitation, confirmation and verification of the existence, amount and\nstatus of the Receivables.\n\n\n                                       14\n\n\n            (c) In order to enable the Buyer (and its assigns) to realize the\nfull rights, benefits, powers and privileges intended to be afforded by this\nAgreement and the Transferred Assets, the Seller hereby irrevocably appoints the\nBuyer its true and lawful attorney, with full power of substitution, in the name\nof the Seller, or otherwise, for the sole use and benefit of the Buyer (and its\nassigns), but at the Seller's expense, to the extent permitted by Law to\nexercise, at any time and from time to time all or any of the following powers\nwith respect to all or any of the Transferred Assets:\n\n                  (i) to enforce all rights, remedies, powers and privileges\nincluded in, to and under the Transferred Assets;\n\n                  (ii) to use or assign the Transferred Assets, including any\nrelated information or materials furnished to the Seller in the transactions\ngiving rise to the Transferred Assets (to the extent such information or\nmaterials are included in the Transferred Assets); and\n\n                  (iii) to use, assign, possess or have access to any trade\nsecrets or confidential information of any Obligor (to the extent such trade\nsecrets are included in the Transferred Assets).\n\n            Section 2.05. Mandatory Repurchase or Purchase Under Certain\nCircumstances; Mandatory Payments by Seller under Certain Circumstances. (a) The\nSeller shall repurchase (or purchase) from the Buyer (or its assignee) (i) any\nReceivable constituting a Transferred Asset if at any time the Buyer or its\nassignee shall fail to have a perfected ownership interest or first priority\nperfected security interest in such Receivable, free and clear of any Lien\n(other than Permitted Liens) within three Business Days of notice thereof by the\nBuyer (or its assignee), unless such failure has been fully cured within such\nthree Business Day period or (ii) any Receivable identified as an Eligible\nReceivable on the date of Purchase or contribution hereunder if at any time it\nis discovered that such Receivable was not an \"Eligible Receivable\" on the date\nof Purchase or contribution hereunder, such repurchase (or purchase) to occur\nwithin three Business Days of such discovery. In the case of any repurchase (or\npurchase) pursuant to this Section 2.05(a), the repurchase (or purchase) price\nto be paid on any date shall be (i) if less than all Receivables are required to\nbe repurchased (or purchased) on such date, an amount equal to the Outstanding\nBalance of the Receivables required to be repurchased (or purchased) on such\ndate and (ii) if all Receivables are required to be repurchased (or purchased)\non such date, an amount equal to the Outstanding Balance of all Receivables\nplus, without duplication, all Finance Charges accrued through the date of such\nrepurchase (or purchase).\n\n            (b) If on any day there occurs any Dilution with respect to any\nReceivable, the Seller shall, within one Business Day of the occurrence of such\nDilution, be deemed to have received a collection with respect to such\nReceivable and shall make a payment to the Buyer in the amount of such Dilution.\n\n            (c) All payments pursuant to this Section 2.05 shall be without\nduplication of any amount payable pursuant to Article VIII hereof.\n\n            Section 2.06. Transfers by Buyer. The Seller acknowledges and agrees\nthat (a) the Buyer may from time to time, pursuant to the Credit Agreement,\npledge and assign as collateral security its rights in, to and under the\nTransferred Assets and this Agreement to the Lender and (b)\n\n\n                                       15\n\n\nthe representations, warranties and covenants contained in this Agreement and\nthe rights of the Buyer under this Agreement, including the rights of the Buyer\nto enforce the provisions hereof against the Seller and the Servicer, are\nintended to benefit the Lender. The Seller and the Servicer hereby consent to\nall such pledges and assignments.\n\n            Section 2.07. Payment of Collections and Deemed Collections. If the\nSeller shall receive (or be deemed to receive) any Collections with respect to\nReceivables which have been sold or contributed to the Buyer pursuant to this\nAgreement, the Seller shall hold such Collections in trust for the Buyer and\nshall pay such amounts to the Servicer as soon as practicable, but in no event\nmore than one Business Day after receipt thereof.\n\n                                  ARTICLE III\n\n                         REPRESENTATIONS AND WARRANTIES\n\n            Section 3.01. Representations and Warranties of Edison. Edison, in\nits capacities as both Seller and Servicer (unless the context requires\notherwise), in addition to the other representations and warranties contained\nherein or made pursuant hereto, hereby represents and warrants to the Buyer on\nand as of the Effective Date and on as of each Purchase Date and each\nContribution Date that:\n\n            (a) Corporate Existence and Power. Edison is a corporation duly\nincorporated, validly existing and in good standing under the laws of the State\nof Delaware, and has all corporate powers and all material governmental\nlicenses, authorizations, consents and approvals required to carry on its\nbusiness as now conducted and to fulfill its obligations under this Agreement\nand the other Facility Documents to which it is a party.\n\n            (b) Corporate and Governmental Authorization; No Contravention. The\nexecution, delivery and performance by Edison of this Agreement and the other\nFacility Documents to which it is a party are within Edison's corporate powers,\nhave been duly authorized by all necessary corporate action, require no action\nby or in respect of, or filing with, any governmental body, agency or official\nand do not contravene, or constitute a default under, any provision of\napplicable law or regulation or of the certificate of incorporation or by-laws\nof Edison or of any material agreement, judgment, injunction, order, decree or\nother instrument binding upon Edison or result in the creation or imposition of\nany Lien on any asset of Edison or any of its Subsidiaries (except Permitted\nLiens).\n\n            (c) Binding Effect. This Agreement is, and the other Facility\nDocuments to which Edison is or will be a party when executed and delivered will\nbe, the valid and binding obligations of Edison, and will vest absolutely and\nunconditionally in the Buyer, a valid ownership or security interest in the\nTransferred Assets purported to be assigned thereby, subject to no Liens\nwhatsoever (except Permitted Liens). Upon the filing of the necessary financing\nstatements under the UCC as in effect in the jurisdiction whose Law governs the\nperfection of the Buyer's ownership or security interests in the Transferred\nAssets, the Buyer's ownership or security interests in the Receivables will be\nperfected under Article Nine of such UCC, prior to and enforceable against all\ncreditors of and purchasers from Edison and all other Persons whatsoever (other\nthan the Buyer and its successors and assigns).\n\n\n                                       16\n\n\n            (d) Litigation. There is no action, suit or proceeding pending\nagainst, or to the knowledge of Edison, threatened against or affecting Edison\nbefore any court or arbitrator or any Body, in which there is a material\nlikelihood of an adverse decision which would reasonably be expected to\nmaterially adversely affect the business, financial position or results of\noperation of Edison, the ability of Edison to fulfill its obligations under this\nAgreement or any other Facility Document to which it is a party or which in any\nmanner draws into question the validity of this Agreement or any other Facility\nDocument.\n\n            (e) Not an Investment Company. Edison is not an \"investment company\"\nwithin the meaning of the Investment Company Act of 1940, as amended.\n\n            (f) Bulk Sales Act. No transaction contemplated hereby requires\ncompliance with any applicable bulk sales act or similar law.\n\n            (g) Margin Regulations. The use of all funds acquired by Edison\nunder this Agreement will not conflict with or contravene any of Regulations T,\nU and X of the Board of Governors of the Federal Reserve System, as the same may\nfrom time to time be amended, supplemented or otherwise modified.\n\n            (h) Accurate and Complete Disclosure. All information, exhibits,\nfinancial statements, or other reports or documents furnished or to be furnished\nat any time by or on behalf of Edison to the Buyer or the Lender in connection\nwith this Agreement or any other Facility Document is and will be accurate in\nall material respects as of the date so furnished, and no such report or\ndocument contains, or will contain, as of the date so furnished, any untrue\nstatement of a material fact or omits to state, or will omit to state, as of the\ndate so furnished, a material fact necessary in order to make the statements\ncontained therein, in the light of the circumstances under which they were made,\nnot misleading.\n\n            (i) Taxes. Edison has filed, or caused to be filed, all federal and\nstate, and to the best of its knowledge, all local and foreign, tax reports and\nreturns, if any, required to be filed by it and paid, or caused to be paid, all\namounts of taxes, including interest and penalties, required to be paid by it,\nexcept for such taxes (i) as are being contested in good faith by proper\nproceedings and (ii) against which adequate reserves shall have been established\nin accordance with and to the extent required by GAAP, but only so long as the\nproceedings referred to in clause (i) above could not subject the Seller, the\nBuyer or the Lender to any civil or criminal penalty or liability or involve any\nmaterial risk of the loss, sale or forfeiture of any property, rights or\ninterests covered hereunder or under the Credit Agreement.\n\n            (j) Books and Records. Edison has indicated on its books and records\n(including any computer files), that the Transferred Assets sold or contributed\nby Edison hereunder are the property of the Buyer and that they have been\npledged to the Lender pursuant to the Credit Agreement. Edison maintains at one\nor more of its offices listed in Exhibit C hereto all material Records for the\nReceivables.\n\n            (k) Creditor Approval. Edison has obtained from its creditors, if\nnecessary, (i) all approvals necessary to sell, assign and contribute the\nReceivables and (ii) releases of any security interests in the Receivables.\n\n\n                                       17\n\n\n            (l) Financial Condition. (i) Edison is not insolvent or the subject\nof any Event of Bankruptcy and the sale of Receivables on such day is not being\nmade in contemplation of the occurrence thereof. Since June 30, 2001, there has\nbeen no material adverse change in the business or financial position of Edison\nwhich would be reasonably likely to have a material adverse affect on Edison's\nability to fulfill its obligations under this Agreement or any other Facility\nDocument to which it is a party.\n\n            (ii) (A) The most-recently available consolidated balance sheet of\nEdison and its Subsidiaries as of the most recent Fiscal Year end and the\nrelated statements of income and cash flows of Edison and its Subsidiaries for\nthe Fiscal Year then ended, audited by PricewaterhouseCoopers, LLC, independent\naccountants, or another nationally recognized firm of independent accountants,\ncopies of which have been furnished to the Buyer, fairly present in all material\nrespects the consolidated financial position of Edison and its Subsidiaries as\nof such date and the consolidated results of the operations of and changes in\nconsolidated cash flows of Edison and its Subsidiaries for the period ended on\nsuch date, all in accordance with GAAP and (B) the most-recently available\nunaudited consolidated balance sheet of Edison and its Subsidiaries as of the\nmost recent fiscal quarter end and the related unaudited statements of income\nand cash flows of Edison and its Subsidiaries for the periods then ended, copies\nof which have been furnished to the Buyer, fairly present in all material\nrespects the consolidated financial position of Edison and its Subsidiaries as\nat such date and the consolidated results of the operations of and changes in\nconsolidated cash flows of Edison and its Subsidiaries for the periods ended on\nsuch date subject to customary year-end adjustments, all in accordance with\nGAAP.\n\n            (m) Separate Corporate Existence. Edison is entering into the\ntransactions contemplated by this Agreement in reliance on the Buyer's identity\nas a separate legal entity from Edison and each of its Affiliates, and\nacknowledges that the Buyer and the Lender are similarly entering into the\ntransactions contemplated by the other Facility Documents in reliance on the\nBuyer's identity as a separate legal entity from Edison and each such other\nAffiliate.\n\n            (n) No Fraudulent Conveyance. The transactions contemplated by this\nAgreement and by each of the other Facility Documents are being consummated by\nEdison in furtherance of Edison's ordinary business, with no contemplation of\ninsolvency and with no intent to hinder, delay or defraud any of its present or\nfuture creditors. By its receipt of the Purchase Price hereunder and its\nownership of 100% of the membership interests in the Buyer, Edison shall have\nreceived reasonably equivalent value for the Transferred Assets sold or\notherwise conveyed to the Buyer under this Agreement.\n\n            (o) No Termination Event or Servicer Default. To Edison's knowledge,\nno Termination Event, Unmatured Termination Event or Servicer Default has\noccurred and is continuing.\n\n            (p) Insurance. All policies of insurance of any kind or nature owned\nby Edison and its Subsidiaries are maintained with financially sound and\nreputable insurers. Edison currently maintains insurance with respect to its\nproperties and businesses and causes its Subsidiaries to maintain insurance with\nrespect to their properties and business against loss or damage of the kinds\ncustomarily insured against by corporations engaged in the same or similar\nbusiness and similarly situated, of such types and in such amounts as are\ncustomarily carried under similar circumstances\n\n\n                                       18\n\n\nby such other corporations including, without limitation, workers' compensation\nand general liability insurance.\n\n            (q) ERISA. (i) No liability under Sections 4062, 4063, 4064 or 4069\nof ERISA has been or is expected by Edison to be incurred by Edison or any ERISA\nAffiliate with respect to any Plan which is a Single-Employer Plan in an amount\nthat could reasonably be expected to have a material adverse effect on the\nbusiness, financial condition, operations or properties of Edison and its\nSubsidiaries taken as a whole.\n\n            (ii) No Plan which is a Single-Employer Plan and which is maintained\nby Edison or any of its ERISA Affiliates had an accumulated funding deficiency\nin an amount that could reasonably be expected to have a material adverse effect\non the business, financial condition, operations or properties of Edison and its\nSubsidiaries taken as a whole, whether or not waived, as of the last day of the\nmost recent fiscal year of such Plan ended prior to the date hereof. Neither\nEdison nor any ERISA Affiliate is (A) required to give security to any Plan\nwhich is a Single-Employer Plan pursuant to Section 401(a)(29) of the Code or\nSection 307 of ERISA, or (B) subject to a Lien in favor of such a Plan under\nSection 302(f) of ERISA.\n\n            (iii) Each Plan of Edison and each of its ERISA Affiliates is in\ncompliance in all material respects with the applicable provisions of ERISA and\nthe Code, except where the failure to comply could not reasonably be expected to\nresult in any material adverse effect on the business, financial condition,\noperations or properties of Edison and its Subsidiaries taken as a whole.\n\n            (iv) Neither Edison nor any of its Subsidiaries has incurred a tax\nliability under Section 4975 of the Code or a penalty under Section 502(i) of\nERISA in respect of any Plan which has not been paid in full, except where the\nincurrence of such tax or penalty could not reasonably be expected to result in\na material adverse effect on the business, financial condition, operations or\nproperties of Edison and its Subsidiaries taken as a whole.\n\n            (v) None of Edison, any of its Subsidiaries or any ERISA Affiliate\nhas incurred or reasonably expects to incur any liability under Section 4201 of\nERISA as a result of a complete or partial withdrawal from a Multiemployer Plan\nwhich will result in liability to Edison, any of its Subsidiaries or any ERISA\nAffiliate in an amount that could reasonably be expected to have a material\nadverse effect on the business, financial condition, operations or properties of\nEdison and its Subsidiaries taken as a whole.\n\n            (r) No Change in Ability to Service. Since the date on which Edison\naccepted its duties as Servicer hereunder, there has been no material adverse\nchange in the ability of Edison to perform its obligations hereunder.\n\n            (s) Credit and Collection Policy. Edison has complied in all\nmaterial respects with the Credit and Collection Policy in regard to each\nReceivable and related Contract and the Credit and Collection Policy has not\nbeen changed except in compliance with Section 5.02(f).\n\n            (t) Location of Offices, Etc. As of the date hereof: (i) Edison's\nchief executive office is located at the address for notices set forth in\nSection 9.03 hereof; (ii) the offices where Edison keeps all of its Records are\nlisted on Exhibit C hereto; and (iii) within the last five years, Edison has\noperated only under the names identified in Exhibit C hereto, and has not\nchanged its\n\n\n                                       19\n\n\nname, merged or consolidated with any other Person except as disclosed in\nExhibit C hereto. The Seller's name is \"Edison Schools Inc.\" The Seller is a\n\"registered organization\" (as defined in Section 9-102(a)(70) of the UCC) formed\nin the State of Delaware and, for purposes of Article 9 of the UCC, the Seller\nis located in the State of Delaware.\n\n            Section 3.02. Representations and Warranties of the Seller With\nRespect to Each Sale of Receivables. By selling Receivables to the Buyer on each\nPurchase Date and contributing Receivables to the Buyer on each Contribution\nDate, the Seller represents and warrants to the Buyer as of each such Purchase\nDate or Contribution Date, as the case may be, and only as to Eligible\nReceivables sold or contributed by the Seller to the Buyer hereunder on such\nPurchase Date or Contribution Date, as the case may be (in addition to its other\nrepresentations and warranties contained herein or made pursuant hereto), that:\n\n            (a) Assignment. This Agreement vests in the Buyer all the right,\ntitle and interest of the Seller in and to the Transferred Assets, and\nconstitutes a valid sale or capital contribution of the Transferred Assets,\nenforceable against all creditors of and purchasers from the Seller.\n\n            (b) No Liens. Immediately prior to the sale or contribution of each\nReceivable to the Buyer, such Receivable, together with any related rights under\nthe related Contract, is owned by the Seller free and clear of any Lien (except\nPermitted Liens). When the Buyer makes a purchase or receives a contribution of\na Receivable, it shall have acquired and shall continue to maintain an ownership\ninterest in such Receivable and in the Related Security and the Collections with\nrespect thereto free and clear of any Lien, except Permitted Liens. The Seller\nhas not and will not prior to the time of the sale or contribution of any such\ninterest to the Buyer have sold, pledged, assigned, transferred or subjected,\nand will not thereafter sell, pledge, assign, transfer or subject to a Lien any\nof the Receivables, the Related Security or the Collections, other than in\naccordance with the terms of this Agreement.\n\n            (c) Filings. On or prior to each Purchase Date or Contribution Date,\nas the case may be, all financing statements and other documents required to be\nrecorded or filed in order to perfect and protect the Transferred Assets against\nall creditors of and purchasers from the Seller and all other Persons whatsoever\nwill have been duly filed (or delivered to the Buyer for filing) in each filing\noffice necessary for such purpose and all filing fees and taxes, if any, payable\nin connection with such filings shall have been paid in full.\n\n            (d) Nature of Receivables. Each Receivable classified as an\n\"Eligible Receivable\" by the Seller in any document or report delivered\nhereunder satisfies the requirements of eligibility contained in the definition\nof Eligible Receivable as of the date of such document or report.\n\n            (e) Credit and Collection Policy. The Seller has complied with the\nCredit and Collection Policy in all material respects and since the date of this\nAgreement there has been no change in the Credit and Collection Policy, except\nas permitted hereunder and under the Credit Agreement.\n\n            (f) Permitted Lockbox Banks and Lockbox Accounts. The names and\naddresses of all Permitted Lockbox Banks, together with the numbers of all\nLockbox Accounts at such\n\n\n                                       20\n\n\nPermitted Lockbox Banks and the addresses of all related Permitted Lockboxes,\nare specified in Exhibit A to this Agreement (or such other Permitted Lockbox\nBanks, Lockbox Accounts and\/or Permitted Lockboxes as have been notified by the\nSeller to the Buyer and have been consented to by the Lender in accordance with\nthe Credit Agreement).\n\n            (g) New York Management Contracts. As of the earlier of the initial\nPurchase Date and the initial Contribution Date, Schedule IV hereto sets forth a\ntrue, correct and complete list of all Management Contracts between the Seller\nand each Obligor located in the State of New York.\n\n                                   ARTICLE IV\n\n                              CONDITIONS PRECEDENT\n\n            Section 4.01. Conditions to the Initial Purchase Date or Initial\nContribution Date. On or prior to the earlier of the initial Purchase Date and\nthe initial Contribution Date, Edison shall deliver to the Buyer the following\ndocuments and instruments, all of which shall be in form and substance\nacceptable to the Buyer:\n\n            (a) A copy of the resolutions of the Board of Directors of Edison\ncertified as of the date hereof by Edison's secretary or an assistant secretary\nauthorizing the execution, delivery and performance of this Agreement and\napproving the transactions contemplated hereby;\n\n            (b) The articles of incorporation of Edison certified as of a date\nreasonably near the date hereof by the Secretary of State or other similar\nofficial of such jurisdiction of incorporation;\n\n            (c) A good standing certificate for Edison issued by the Secretary\nof State or other similar official of the State of Delaware and a certificate of\nqualification as a foreign corporation issued by the Secretary of State of New\nYork, each such certificate to be dated a date reasonably near the date hereof;\n\n            (d) A certificate of the secretary of Edison dated the earlier of\nthe initial Purchase Date and the initial Contribution Date certifying (i) the\nnames and signatures of the officers authorized on Edison's behalf to execute,\nand the officers and other employees authorized to perform, this Agreement, if\napplicable, and any other documents to be delivered by Edison hereunder (on\nwhich certificate the Buyer and the Lender may conclusively rely until such time\nas the Buyer and the Lender shall receive from Edison a revised certificate\nmeeting the requirements of this clause (d)(i)) and (ii) a copy of Edison's\nBy-laws;\n\n            (e) (i) Proper financing statements (Form UCC-l) naming Edison as\nthe debtor of the Receivables, the Lender as the \"secured party\" and the Buyer\nas \"assignor secured party\" or other similar instruments or documents as may be\nnecessary or, in the opinion of the Buyer, desirable under the UCC of all\nappropriate jurisdictions to evidence or perfect the Buyer's ownership interests\nin all Receivables and (ii) proper financing statements (Form UCC-3) necessary\nunder the laws of all appropriate jurisdictions necessary to release all\nsecurity interests or other rights of any Person in the Receivables or the\nContracts previously granted by Edison;\n\n\n                                       21\n\n\n            (f) Certified copies of requests for information or copies (Form\nUCC-11) (or a similar search report certified by parties acceptable to the\nBuyer) dated a date reasonably near the earlier of the initial Purchase Date and\nthe initial Contribution Date listing all effective financing statements which\nname Edison as debtor (under its current name or any previous name) and which\nare filed in jurisdictions in which the filings were made pursuant to item (e)\nabove, together with copies of such financing statements (none of which shall\ncover any Receivables or the Contracts);\n\n            (g) A favorable opinion of David Graff, Esq., general counsel for\nEdison, dated the earlier of the initial Purchase Date and the initial\nContribution Date, relating to corporate matters, no litigation, no conflicts\nand other matters, in form and substance reasonably acceptable to the Buyer;\n\n            (h) A favorable opinion of Coudert Brothers, special counsel to\nEdison, dated the earlier of the initial Purchase Date and the initial\nContribution Date, relating to legality, validity and enforceability of this\nAgreement and the other Facility Documents to which Edison is a party,\nperfection and priority of the Buyer's ownership interest in the Transferred\nAssets, bankruptcy (true sale and non-consolidation) and other matters, in form\nand substance reasonably acceptable to the Buyer;\n\n            (i) Fully executed copies of the Lockbox Agreements;\n\n            (j) A certificate of a Responsible Officer of Edison, dated the\nearlier of the initial Purchase Date and the initial Contribution Date, in form\nand substance reasonably acceptable to the Buyer; and\n\n            (k) the Schedule of Receivables described in Section 2.03(c) hereof.\n\nIn addition, the Buyer shall have received all approvals, opinions or other\ndocuments as the Buyer shall have reasonably requested.\n\n            Within 30 days of the earlier of the initial Purchase and the\ninitial contribution hereunder, Edison shall deliver to the Buyer (i) evidence\nreasonably satisfactory to the Buyer of filing of the financing statements\ndescribed in clause (e) above and (ii) a bring-down search report of the type\ndescribed in clause (f) above listing financing statements filed through the\nearlier of the initial Purchase Date and the initial Contribution Date.\n\n            Section 4.02. Conditions to All Purchases. The Buyer's obligation to\nmake a Purchase on any Purchase Date shall be subject to satisfaction of the\nfollowing applicable conditions precedent:\n\n            (a) The representations and warranties in Sections 3.01 and 3.02\nhereof shall be true and correct as of such Purchase Date, as though made on and\nas of such date;\n\n            (b) The Seller shall have taken all actions necessary or reasonably\nrequested by the Buyer to maintain a perfected first priority ownership or\nsecurity interest of the Buyer in and to the Transferred Assets (including in\nand to the Receivables purchased on such Purchase Date); and\n\n            (c) No Termination Event, Unmatured Termination Event or Servicer\nDefault shall exist on such date or would result from such Purchase.\n\n\n                                       22\n\n\n                                   ARTICLE V\n\n                                    COVENANTS\n\n            Section 5.01. Covenants of Edison. At all times during the term of\nthis Agreement, unless the Buyer shall otherwise consent in writing:\n\n            (a) Notice of Default, Event of Default, Servicer Default or\nContract Termination. Promptly upon becoming aware of any Default, Event of\nDefault or Servicer Default and promptly upon receipt (or delivery) by Edison of\na written notice of intent to terminate any Contract or a notice of breach or\ndefault under a Contract, Edison shall give the Buyer notice thereof (and, if\napplicable, a copy thereof), together with a written statement of a Responsible\nOfficer setting forth the material details thereof and any action with respect\nthereto taken or contemplated to be taken by Edison.\n\n            (b) Notice of Material Adverse Change. Promptly upon becoming aware\nthereof, Edison shall give the Buyer notice of any material adverse change in\nthe business, operations, or financial condition of Edison which reasonably\ncould affect adversely Edison's ability to fulfill its obligations under this\nAgreement or any other Facility Document to which it is a party.\n\n            (c) Preservation of Corporate Existence. Edison shall preserve and\nmaintain its corporate existence, rights, franchises and privileges in the\njurisdiction of its incorporation, and qualify and remain qualified in good\nstanding as a foreign corporation in each jurisdiction where the failure to\npreserve and maintain such existence, rights, franchises, privileges and\nqualification would materially adversely affect (i) the interests of the Buyer\nhereunder or (ii) the ability of Edison to perform its obligations under this\nAgreement.\n\n            (d) Compliance with Laws. Edison will comply in all material\nrespects with all applicable Laws except where the failure to comply could not\nreasonably be expected to have a material adverse effect on the Buyer's rights\nand interest in and with respect to the Receivables or the ability of Edison to\nperform its obligations under this Agreement or the other Facility Documents to\nwhich it is a party.\n\n            (e) Enforceability of Obligations. Edison shall take such actions as\nare commercially reasonable and within its power to collect the unpaid balance\nof each Receivable and to ensure that the obligation of the related Obligor to\npay the unpaid balance of such Receivable in accordance with the terms thereof\nremains a legal, valid, binding and enforceable obligation of such Obligor.\n\n            (f) Systems Failure. Edison shall promptly notify the Buyer of any\ntotal systems failure for more than one Business Day with respect to itself and\nshall advise the Buyer of the estimated time required to remedy such total\nsystems failure. Until such a total systems failure is remedied, Edison (i) will\nfurnish to the Buyer such periodic status reports and other information relating\nto such total systems failure as the Buyer may reasonably request and (ii) will\npromptly notify the Buyer if Edison believes that such total systems failure\ncannot be remedied by the estimated date, which notice shall include a\ndescription of the circumstances which gave rise to such delay and the action\nproposed to be taken in response thereto. Edison shall promptly notify the Buyer\nwhen such a total systems failure has been remedied.\n\n\n                                       23\n\n\n            (g) Books and Records. Edison will keep proper books of record and\naccount in which full, true and correct entries shall be made of all dealings\nand transactions in relation to its business and activities.\n\n            (h) Fulfillment of Obligations. Edison will duly observe and perform\nall material obligations and undertakings on its part to be observed and\nperformed under or in connection with the Receivables, will duly observe and\nperform all material provisions, covenants and other agreements required to be\nobserved by it under the Contracts to the extent relating to any Receivable,\nwill do nothing to impair the rights, title and interest of the Buyer in and to\nthe Transferred Assets except as expressly permitted hereunder and will pay when\ndue any taxes, including without limitation any sales tax, excise tax or other\nsimilar tax or charge, payable in connection with such Receivables and their\ncreation and satisfaction or will properly contest the payment of any such tax\nin good faith and before a court or administrative body of appropriate\njurisdiction.\n\n            (i) Notice of Relocation. Edison shall give the Buyer 15 days' prior\nwritten notice of any relocation of its chief executive office or jurisdiction\nof incorporation. Edison will at all times maintain at its chief executive\noffice an office where notices, demands and presentations in respect of this\nAgreement may be given to or made upon it.\n\n            (j) Compliance with Opinion Assumptions and Limited Liability\nCompany Agreement. Edison shall maintain in place all policies and procedures,\nand take and continue to take all actions, described in the assumptions as to\nfacts set forth in, and forming the basis of, the bankruptcy opinion delivered\nto the Buyer pursuant to Section 4.01(h) hereof, and cause the Buyer to comply\nwith, the provisions of the Buyer's limited liability company agreement, as the\nsame may, from time to time, be amended, supplemented or otherwise modified with\nthe prior written consent of the Lender (which consent shall not be unreasonably\nwithheld or delayed).\n\n            (k) Administrative and Operating Procedures. Edison shall maintain\nand implement commercially reasonable administrative and operating procedures\nnecessary for the collection of all Receivables (including, without limitation,\nRecords adequate to permit the identification of all Related Security and\nCollections of and adjustments to each Receivable).\n\n            (l) Litigation. As soon as possible, and in any event within ten\nBusiness Days of Edison's knowledge thereof, Edison shall give the Buyer notice\nof (i) any litigation, investigation or proceeding against Edison or any of its\nAffiliates which may exist at any time which, in the reasonable judgment of\nEdison, could reasonably be expected to impair the ability of Edison to perform\nits obligations under this Agreement or materially adversely affect the\ncollectibility of the Receivables as a whole and (ii) any material adverse\ndevelopment in any such previously disclosed litigation.\n\n            (m) Fees, Taxes and Expenses. Edison shall pay all filing fees,\nstamp taxes and other similar documentary or excise taxes and expenses,\nincluding the fees and expenses set forth this Agreement, if any, which may be\nincurred on account of or arise out of this Agreement and the documents and\ntransactions entered into pursuant to this Agreement.\n\n            (n) ERISA Events. (i) Promptly upon becoming aware of the occurrence\nof any ERISA Event which together with all other ERISA Events occurring within\nthe prior 12\n\n\n                                       24\n\n\nmonths involve, under ERISA, a payment of money by or a potential aggregate\nliability of Edison or any ERISA Affiliate or any combination of such entities\nin excess of $5,000,000, Edison shall give the Buyer a written notice specifying\nthe nature thereof, what action Edison or any ERISA Affiliate has taken and,\nwhen known, any action taken or threatened by the Internal Revenue Service, the\nDepartment of Labor or the PBGC with respect thereto.\n\n            (ii) Promptly upon receipt thereof, Edison shall furnish to the\nBuyer copies of (i) all notices received by Edison or any ERISA Affiliate of the\nPBGC's intent to terminate any Plan or to have a trustee appointed to administer\nany Plan; (ii) all notices received by Edison or any ERISA Affiliate from the\nsponsor of a Multiemployer Plan pursuant to Section 4202 of ERISA involving a\nwithdrawal liability being assessed against Edison or any ERISA Affiliate in\nexcess of $5,000,000; and (iii) all funding waiver requests filed by Edison or\nany ERISA Affiliate with the Internal Revenue Service with respect to any Plan,\nthe accrued benefits of which exceed the present value of the plan assets as of\nthe date the waiver request is filed by more than $5,000,000, and all\ncommunications received by Edison or any ERISA Affiliate from the Internal\nRevenue Service with respect to any such funding waiver request.\n\n            (o) Information. Edison shall furnish the following to the Buyer:\n\n            (i) promptly after sending or filing thereof, copies of all reports\nwhich Edison sends to any of its public security holders, and copies of all\nreports on Form 10-K, Form 10-Q and Form 8-K (unless the Form 8-K is filed\nsolely to file exhibits under Item 7 thereof) which Edison files with the SEC or\nany national securities exchange in the United States of America;\n\n            (ii) as soon as available and in any event within 45 days after the\nend of each of the first three quarters of each Fiscal Year of Edison, a\nconsolidated balance sheet of Edison and its Subsidiaries as of the end of such\nquarter and related statements of income and retained earnings and of cash flows\nof Edison and its Subsidiaries for the period commencing at the end of the\nprevious Fiscal Year and ending with the end of such quarter, in each case,\nprepared in accordance with GAAP, certified by the chief financial officer or\nthe chief accounting officer of the Edison;\n\n            (iii) as soon as available and in any event within 90 days after the\nend of each Fiscal Year of Edison, a consolidated balance sheet of Edison and\nits Subsidiaries as of the end of such Fiscal Year and related statements of\nincome and retained earnings and cash flows of Edison and its Subsidiaries for\nsuch Fiscal Year, audited by PricewaterhouseCoopers, LLC, independent\naccountants, or another nationally recognized firm of independent accountants,\nin each case, prepared in accordance with GAAP, certified by the chief financial\nofficer or the chief accounting officer of Edison;\n\n            (iv) such other information, documents, records or reports\nrespecting the Receivables and the Related Security or the condition or\noperations, financial or otherwise, of Edison as the Buyer may from time to time\nreasonably request.\n\n            (p) Receivables Schedules; Obligor List. Edison shall at all times\nmaintain a current list or lists (which may be a computer file, disk or\nmicrofiche lists) of all Receivables which constitute Transferred Assets and all\nObligors related to such Receivables, including the name, address, telephone\nnumber and account number of each such Obligor.\n\n\n                                       25\n\n\n            (q) Due Diligence. (i) From time to time, during regular business\nhours as requested by the Buyer or the Lender, as the case may be, upon five (5)\ndays' prior notice, Edison shall permit the Buyer or the Lender, as the case may\nbe, or their respective agents or representatives, (A) to examine and make\ncopies of and abstracts from all Records in the possession or under the control\nof Edison and its Subsidiaries or the agents of Edison or its Subsidiaries\nrelating to Receivables and the Related Security, including, without limitation,\nany related Contracts, and (B) to visit the offices and properties of Edison and\nits Subsidiaries, for the purpose of examining such materials described in\nclause (A) above, and to discuss matters relating to Receivables and the Related\nSecurity or Edison's performance hereunder or under the Contracts with any of\nthe officers or employees of Edison having knowledge of such matters or with\nEdison's independent public accountants; and (ii) within 90 days after the end\nof each Fiscal Year of Edison commencing with the Fiscal Year of Edison ending\non June 30, 2002, Edison shall cause its independent public accountants to\nprepare and deliver to the Buyer, a written report of such accountants with\nrespect to the Receivables, the Credit and Collection Policy, Lockbox Account\nactivity, Edison's performance of its obligations under (or with respect to)\nthis Agreement and the Receivables, all in scope and in a form reasonably\nrequested by the Buyer or the Lender, as the case may be; provided, however,\nthat after the occurrence and during the continuance of an Event of Default or\nDefault under the Credit Agreement, the Buyer and the Lender shall be permitted\nto take the actions described in preceding clause (i) without being subject to\nthe amount of prior notice given and may request Edison to cause its independent\npublic accounts to prepare the report contemplated in preceding clause (ii) as\noften as the Buyer or the Lender, as applicable, deems necessary or desirable.\nEdison shall reimburse the Buyer and the Lender for all reasonable fees costs\nand expenses incurred by either of them in connection with the foregoing actions\npromptly upon receipt of the written invoice therefor; provided, that prior to\nthe occurrence of a Default or Event of Default, such fees, costs and expenses\nshall not exceed $5,000 in any year of this Agreement.\n\n            (r) Separate Corporate Existence. Edison shall maintain its legal\nidentity separate from the Buyer including, without limitation:\n\n            (i) maintaining proper company records and books of account and\ndeposit accounts separate from those of the Buyer (it being understood that the\nBuyer is consolidated with Edison for accounting purposes);\n\n            (ii) maintaining its assets, funds and transactions separate from\nthose of the Buyer, reflecting such assets, funds and transactions in financial\nstatements prepared in accordance with GAAP separate and distinct from those of\nthe Buyer (it being understood that the Buyer is consolidated with Edison for\naccounting purposes), and evidencing such assets, funds and transactions by\nappropriate entries in the records and books referred to in clause (i) above;\n\n            (iii) at no time entering into its contracts and otherwise holding\nitself out to the public under the Buyer's name or as the same legal entity as\nthe Buyer;\n\n            (iv) to the extent Edison jointly contracts with the Buyer to do\nbusiness with vendors or service providers, allocating fairly among Edison and\nthe Buyer the costs incurred in so doing, and conducting all transactions and\ndealings between Edison and the Buyer on an arm's-length basis;\n\n\n                                       26\n\n\n            (v) taking such actions as are necessary to ensure that any\nfinancial statements of Edison or any Affiliate thereof which are consolidated\nto include the Buyer will contain detailed notes clearly stating that (A) all of\nthe Buyer's assets are owned by the Buyer, and (b) the Buyer is a separate\nlimited liability company with its own separate creditors that will be entitled\nto be satisfied out of the Buyer's assets prior to any value in the Buyer\nbecoming available to the Buyer's equity holders; and the accounting records and\nthe published financial statements of Edison will clearly show that, for\naccounting purposes, the Receivables and Related Security have been sold or\ncontributed to the Buyer; and\n\n            (vi) taking such actions as are necessary to ensure that it will not\nhold itself out to be responsible for the debts of the Buyer or the decisions or\nactions in respect of the daily business and affairs of the Buyer, immediately\ncorrecting any known misrepresentation with respect to the foregoing, and not\noperating or purporting to operate as an integrated single economic unit with\nrespect to each other or in their dealings with any other entity.\n\n            (s) Insurance. Edison shall maintain at least the types of insurance\nset forth in Schedule II hereto in at least the minimum amounts set forth in\nSchedule II hereto (and such additional types of insurance in such greater\namounts as may be required from time to time under any Contract), all such\ninsurance to be issued by an insurance company or companies licensed to do\nbusiness in the applicable state(s) and rated \"A\" or better by A.M. Best\nCompany.\n\n            (t) Notice to Obligors. Edison shall cause each invoice arising or\ncreated after the date hereof (other than invoices related to Excluded\nReceivables) to instruct the Obligor thereon to remit payments to the Buyer and\nto include a statement at the bottom of each such invoice to the effect that the\nBuyer is the assignee of Edison.\n\n            Section 5.02. Negative Covenants of Edison. During the term of this\nAgreement, unless the Buyer shall otherwise consent in writing:\n\n            (a) No Rescissions or Modifications. Edison shall not rescind or\ncancel any Receivable or modify any terms or provisions thereof or grant any\nDilution to any Obligor, except in accordance with the Credit and Collection\nPolicy.\n\n            (b) No Liens. Except as otherwise provided herein, Edison shall not\nsell, assign (by operation of law or otherwise) or otherwise dispose of, or\ngrant any option with respect to, or create or suffer to exist any Lien (except\nPermitted Liens) upon or with respect to, (i) its interest in any Receivable or\nRelated Security or Collections in respect thereof or (ii) any deposit account\nto which any Collections of any Receivable are sent (including, without\nlimitation, any Lockbox Account) or assign any rights to receive income in\nrespect thereof, other than Liens created under the Facility Documents.\n\n            (c) No Changes. Edison shall not (i) make any change in the\ncharacter of its business, which change would materially impair the\ncollectibility of the Receivables or (ii) change its name, identity or corporate\nstructure in any manner which would make any financing statement or continuation\nstatement filed in connection with this Agreement or the transactions\ncontemplated hereby seriously misleading within the meaning of Section 9-506,\n9-507 or 9-508 of the UCC of any applicable jurisdiction or other applicable\nLaws unless it shall have given the Buyer at least 30 days' prior written notice\nthereof and unless prior thereto it shall have caused such financing statement\nor\n\n\n                                       27\n\n\ncontinuation statement to be amended or a new financing statement to be filed\nsuch that such financing statement or continuation statement would not be\nseriously misleading.\n\n            (d) Consolidations, Mergers and Sales of Assets. (i) Edison shall\nnot consolidate or merge with or into any other Person or (ii) sell, lease or\notherwise transfer all or substantially all of its assets to any other Person\nunless (a) no Default or Event of Default shall have occurred and be continuing\nimmediately before and immediately after such transaction and (b) in the case of\na consolidation or merger, Edison is the survivor of such transaction.\n\n            (e) Change in Payments or Lockboxes. Edison shall not add or\nterminate any bank as a Permitted Lockbox Bank or any deposit account as a\nLockbox Account from those listed in Exhibit A, or (except as otherwise provided\nin Section 6.05) make any change in the instructions to Obligors regarding\npayments to be made to any Permitted Lockbox or any Lockbox Account, unless the\nBuyer shall have received at least 20 days' prior written notice of such\naddition, termination or change and shall have received, with respect to each\nnew Lockbox Account, a related Lockbox Agreement executed by the Buyer, the\nServicer (if applicable), the Lender and a Permitted Lockbox Bank.\n\n            (f) Credit and Collection Policy. Edison shall not make, allow or\nconsent to any change in the Credit and Collection Policy if such change could\nreasonably be expected to materially and adversely affect the collectibility or\nenforceability of the Receivables or the ability of Edison to perform its\nservicing obligations hereunder.\n\n            (g) Financial Covenants. (i) Edison shall not permit the ratio of\nConsolidated Debt to Consolidated Tangible Net Worth as of the last day of any\nfiscal quarter to be greater than 0.60:1.\n\n            (ii) Edison shall not permit Consolidated Tangible Net Worth as of\nthe last day of any fiscal quarter to be less than the sum of (x) $200,000,000,\n(y) 50% of cumulative (to the extent positive) Consolidated Net Income for each\nfiscal quarter ended after the Effective Date and (z) 100% of the aggregate net\nproceeds, including the fair market value of property other than cash (as\ndetermined in good faith by the Board of Directors of Edison), received by\nEdison from the issuance and sale of any capital stock of Edison after the\nEffective Date or in connection with the exchange or conversion of any Debt of\nEdison into capital stock of Edison after the Effective Date.\n\n            (iii) Together with the financial statements delivered pursuant to\nSection 5.01(ii) and (iii), Edison shall deliver to the Buyer a certificate\nsigned by Edison's chief financial officer or chief accounting officer setting\nforth calculations in reasonable detail demonstrating compliance (or failure to\ncomply) with Section 5.02(g)(i) and (ii).\n\n                                   ARTICLE VI\n\n                          ADMINISTRATION AND COLLECTION\n\n            Section 6.01. Designation of Servicer. Edison is hereby designated\nto act as, and Edison hereby agrees to perform, on behalf of the Buyer and the\nLender the duties and obligations of, the Servicer hereunder. The Servicer shall\ncollect payments due under the Receivables in accordance with the standards that\nwould be employed by a prudent institution in servicing\n\n\n                                       28\n\n\ncomparable receivables for its own account and comparable to the Receivables and\nin accordance with the Credit and Collection Policy and shall have full power\nand authority, acting alone or through any party properly designated by it\nhereunder, to do any and all things in connection with such servicing and\nadministration which it may deem necessary or desirable.\n\n            Section 6.02. Responsibilities of the Servicer. (a) The Servicer\nshall maintain accurate books and records with respect to the Transferred\nAssets, administer and assist in a commercially reasonable manner in the\ncollection of the Receivables and take such actions as may be reasonably\nrequested in connection therewith to maintain the Buyer's ownership interest and\nthe Lender's first priority perfected security interest in the Transferred\nAssets. The Servicer agrees that in performing such services with respect to the\nReceivables and the other Transferred Assets, it shall carry out such\nresponsibilities with the same degree of skill and attention that the Servicer\nexercises from time to time with respect to comparable receivables that it\nservices for itself or others.\n\n            (b) The Servicer is hereby authorized to commence, at its own\nexpense, in its own name or in the name of the Buyer or the Lender (provided\nthat, if the Servicer is acting in the name of the Lender, it has obtained\nLender's consent, which consent shall not be unreasonably withheld), legal\nproceedings to enforce Receivables or to commence or participate in any other\nlegal proceedings (including bankruptcy proceedings) relating to or involving\nReceivables. If the Servicer commences or participates in such legal proceedings\nin its own name, the Buyer and the Lender shall thereupon be deemed to have\nautomatically assigned such Receivables to the Servicer solely for purposes of\ncommencing or participating in any such proceedings as a party or claimant, and\nthe Servicer is authorized and empowered by the Buyer to execute and deliver in\nthe Servicer's name any notices, demands, claims, complaints, responses,\naffidavits or other documents or instruments in connection with any such\nproceedings.\n\n            (c) The Buyer shall (at the Buyer's expense) (i) furnish the\nServicer with any powers of attorney and other documents that the Servicer may\nreasonably request and that the Servicer deems necessary or appropriate and (ii)\ntake any other steps that the Servicer may deem reasonably necessary or\nappropriate to enable the Servicer to carry out its servicing duties under this\nAgreement.\n\n            (d) The Servicer shall, on behalf of the Buyer, prepare and deliver\nin accordance with the Credit Agreement the Monthly Reports and Borrowing Base\nReports required by the Credit Agreement.\n\n            Section 6.03. Servicing Compensation. The Servicer will be entitled\nto receive a monthly Servicer Fee as provided in the Credit Agreement.\n\n            Section 6.04. Further Actions Evidencing Purchases.\n\n            The Seller or the Servicer, as applicable, agrees that from time to\ntime, at its expense, it will promptly authenticate and deliver all further\ninstruments and documents, and take all further commercially reasonable action,\nthat may be necessary, or that the Buyer or the Lender may reasonably request,\nto perfect, protect or more fully evidence the sale, transfer and assignment or\ncontribution of the Transferred Assets by the Seller to the Buyer hereunder and\nthe security interest therein under the Credit Agreement, or to enable any of\nthem to exercise and enforce their respective rights and remedies hereunder or\nunder the Credit Agreement. Without limiting the\n\n\n                                       29\n\n\nforegoing, the Seller or the Servicer, as applicable, will, upon the request of\nthe Buyer or the Lender, (i) authenticate and file such financing or\ncontinuation statements or amendments thereto, and such other instruments and\ndocuments, that may be necessary, or that the Buyer or the Lender may reasonably\nrequest, to perfect, protect or evidence such sales, transfers, assignments and\ncontributions; (ii) maintain a record clearly designating the Receivables which\nwere sold or contributed to the Buyer; and (iii) mark its master data processing\nrecords evidencing such Receivables with such legend.\n\n            Section 6.05. Lockboxes.\n\n            (a) Lockbox Accounts. The Servicer hereby agree as follows (i) each\nLockbox Account shall be established in the name of the Buyer as a segregated\naccount and the funds deposited therein from time to time shall not be\ncommingled with any other funds of the Buyer or any Affiliate thereof; (ii) each\nLockbox Account shall be maintained with a Permitted Lockbox Bank; (iii) each\nLockbox Account shall be insured by the Federal Deposit Insurance Corporation to\nthe full extent permitted by Law; (iv) the location of each Permitted Lockbox\nand each related Lockbox Account shall not be changed without the consent of the\nLender; (v) to direct all Obligors to mail or wire directly to a Permitted\nLockbox or a Lockbox Account all Collections on account of the Receivables and,\nif the Servicer or the Seller should receive any Collections, to forward such\nCollections to a Permitted Lockbox or a Lockbox Account within one Business Day\nof receipt; (vi) not to suffer or permit any funds other than such Collections\nto be mailed to Permitted Lockboxes or deposited into related Lockbox Accounts;\n(vii) to direct the Permitted Lockbox Banks to transfer all funds in the Lockbox\nAccounts if so directed by the Lender, to such location as directed by the\nLender; (viii) to make the necessary bookkeeping entries to reflect such\nCollections on the Records pertaining to such Receivables; and (ix) not to amend\nor modify any term of any Lockbox Agreement or the direction as to the\ndisposition of Collections or other amounts in the related Permitted Lockbox or\nLockbox Account without the prior written consent of the Lender.\n\n            (b) Control of Permitted Lockboxes, Lockbox Accounts and\nConcentration Account. The Lender shall have the right to assume control over\neach Permitted Lockbox and each related Lockbox Account, and direct the\nPermitted Lockbox Banks to transfer the funds in such Lockbox Account to an\naccount designated by the Lender at the times and in the manner specified in\nSection 6.05(a)(vii) by delivering the notice required by the Lockbox Agreement\nwith respect thereto. Each of the Seller and the Servicer represents that it has\nnot given and agrees that it shall not give any instructions to any Permitted\nLockbox Bank inconsistent with any Lockbox Agreement or this Agreement. The\nSeller and the Servicer shall cooperate fully with the Lender in effecting any\nsuch transfer of control.\n\n            Section 6.06. Servicer Defaults. If one or more of the following\nevents (each, a \"Servicer Default\") shall occur and be continuing:\n\n            (a) the Servicer shall fail to remit any Collections required to be\nremitted hereunder or to make any payments required to be made hereunder, and\neither such failure shall continue for one (l) Business Day; or\n\n            (b) the Servicer shall fail to observe or perform any covenant\ncontained in Section 5.01(n) or Section 5.02(d) or (g); or\n\n\n                                       30\n\n\n            (c) the Servicer shall fail to observe or perform any covenant or\nagreement contained in this Agreement (except as otherwise provided in this\nSection 6.06) for 30 days after written notice thereof has been given to the\nServicer by the Lender or the Buyer; or\n\n            (d) any representation, warranty, certification or statement made by\nthe Servicer in this Agreement or in any certificate, financial statement or\nother document delivered pursuant to this Agreement shall prove to have been\nincorrect in any material respect when made (or deemed made) for 30 days after\nwritten notice thereof has been given to the Servicer by the Lender or the\nBuyer; or\n\n            (e) an Event of Bankruptcy shall occur with respect to the Servicer;\nor\n\n            (f) the Servicer shall fail to pay any principal of, or interest on,\nany Debt that is outstanding in a principal amount of at least $5,000,000 when\ndue and such failure shall continue beyond the applicable grace period; or the\nServicer shall otherwise default under any agreement or instrument in a\nprincipal amount of at least $5,000,000 and such default shall continue beyond\nthe applicable grace period and the effect of such default is to accelerate the\nDebt governed by such agreement or instrument; or\n\n            (g) there shall be pending any litigation, investigation or\nproceeding, or any material adverse development in any such litigation shall\nhave occurred, which the Servicer is required to disclose pursuant to Section\n5.01(l) hereof, which in the reasonable opinion of the Buyer or the Lender is\nlikely to materially adversely impair the ability of the Servicer to perform its\nobligations under this Agreement; or\n\n            (h) the occurrence of any event which materially adversely affects\n(i) the collectibility of a material portion of the Receivables or (ii) the\nability of the Servicer to collect the Receivables or perform its obligations\nunder this Agreement;\n\n            then, and in every such event and so long as such Servicer Default\nshall be continuing, the Buyer, acting at the direction of the Lender may, by\nnotice to the Servicer, (i) terminate the Servicer's capacity as servicer in\nrespect of the Receivables and may either (A) itself service, administer and\ncollect the Receivables in any manner it sees fit or (B) engage affiliate or\nunaffiliated contractors to perform all or any part of the administration,\nservicing and collection of the Receivables and, in either such event retain the\nservicing compensation, and\/or (ii) exercise any right, power or remedy\npermitted to it by law, either by suit in equity or by action at law, or both.\nThe Servicer shall cooperate fully with the Buyer and Lender in effecting any\ntransfer of servicing.\n\n            Section 6.07. Servicer Indemnification of Indemnified Parties.\n\n            (a) The Servicer agrees to indemnify and hold harmless the\nIndemnified Parties from and against any loss (other than any losses relating to\ndefaults or collectibility of the Receivables, including due to any Dilution\ngranted in accordance with the Credit and Collection Policy), liability,\nexpense, damage or injury suffered or sustained by reason of any material breach\nby the Servicer of any of its representations, warranties or covenants contained\nin this Agreement, or any losses resulting from the commingling of Collections\nwith any other funds, including any judgment, award, settlement, reasonable\nattorneys fees and other costs or expenses incurred in connection with the\ndefense of any actual action, proceeding or claim and including any excess\n\n\n                                       31\n\n\nservicing fees resulting from the replacement of Edison as Servicer; provided,\nhowever, that the Servicer shall not indemnify the Indemnified Parties if such\nacts or omissions were attributable to fraud, gross negligence or willful\nmisconduct by any such Indemnified Party or any of its Affiliates.\n\n            (b) Promptly upon receipt by any Indemnified Party under this\nSection 6.07 of notice of the commencement of any suit, action, claim,\nproceeding or governmental investigation against such Indemnified Party, such\nIndemnified Party shall, if a claim in respect thereof is to be made against the\nServicer hereunder, notify the Servicer in writing of the commencement thereof.\nThe Servicer may participate in and assume the defense of any such suit, action,\nclaim, proceeding or investigation at its expense, and no settlement thereof\nshall be made without the approval of the Servicer and the Indemnified Party.\nThe approval of the Servicer and the Indemnified Party will not be unreasonably\nwithheld, delayed or conditioned. After notice from the Servicer to the\nIndemnified Party of its intention to assume the defense thereof with counsel\nreasonably satisfactory to the Indemnified Party, and so long as the Servicer so\nassumes, and diligently proceeds with, the defense thereof in a manner\nreasonably satisfactory to the Indemnified Party, the Servicer shall not be\nliable for any legal expenses of separate counsel for such Indemnified Party\nunless there shall be a conflict between the interests of the Servicer and the\nIndemnified Party, in which case the Indemnified Party(ies) shall have the right\nto employ one separate counsel to represent it (them) (at the Servicer's\nexpense). If the Servicer assumes the defense of any suit, the Servicer shall\nuse all reasonable efforts to (i) consult, from time to time, with the\nIndemnified Party about the strategy being pursued, (ii) promptly inform the\nIndemnified Party of any material developments in such suit, and (iii) forward\nto the Indemnified Party promptly after receipt thereof copies of any notices,\nfilings, requests or other written materials relating to such suit, and if the\nIndemnified Party reasonably determines that the defense being carried out by\nthe Servicer materially adversely affects the interests of the Indemnified\nParty, the Indemnified Party shall notify the Servicer of such effect and the\nServicer and the Indemnified Party shall use reasonable efforts to agree on a\ndefense strategy that is acceptable to both parties and, failing such agreement\nwithin 20 days of the aforesaid notice, the Servicer shall pay the reasonable\nexpenses of separate counsel retained by such Indemnified Party.\n\n            (c) Any indemnification pursuant to this Section 6.07 shall be had\nonly from the assets of the Servicer. The provisions of such indemnity shall run\ndirectly to and be enforceable by an injured party subject to the limitations\nhereof. The provisions of this Section 6.07 shall survive the termination of\nthis Agreement.\n\n            Section 6.08. Servicer not to Resign.\n\n            The Servicer shall not resign from the obligations and duties hereby\nimposed on it except upon determination that (i) the performance of its duties\nhereunder is no longer permissible under applicable Law, regulation or order and\n(ii) there is no reasonable action which the Servicer could take to make the\nperformance of its duties hereunder permissible under applicable Law, regulation\nor order. Any such determination permitting the resignation of the Servicer\nshall be evidenced by an opinion of counsel to such effect reasonably acceptable\nto the Buyer and the Lender and delivered to the Buyer and the Lender. No such\nresignation shall become effective until the Buyer, the Lender or a successor\nServicer shall have assumed the responsibilities and obligations of such\nServicer in writing.\n\n\n                                       32\n\n\n                                  ARTICLE VII\n\n                                   TERMINATION\n\n            Section 7.01. Term. The Buyer's obligation to purchase Receivables\nhereunder shall commence as of the date of execution and delivery hereof and\nshall continue in full force and effect until the earliest to occur of the\nfollowing (each, a \"Termination Event\"):\n\n            (a) the termination of the Commitment under the Credit Agreement;\n\n            (b) the Buyer or Edison shall:\n\n            (i) become insolvent or experience an Event of Bankruptcy; or\n\n            (ii) become unable for any reason to convey or reconvey Receivables\nin accordance with the provisions of this Agreement;\n\nprovided, however, that (A) the termination of the Buyer's obligation to\npurchase Receivables pursuant to this Section 7.01 shall not discharge any\nPerson from any obligations incurred prior to such termination, including,\nwithout limitation, any obligations to repurchase (or purchase) pursuant to\nSection 2.05(a) hereof Receivables sold or contributed prior to such termination\n(even if the event giving rise to such repurchase (or purchase) obligation\noccurs after such termination) or (ii) to make payments pursuant to Section\n2.05(b) hereof with respect to Receivables sold or contributed prior to such\ntermination (even if the Dilution giving rising to such payment obligation\narises after such termination) and (B) the indemnification and payment\nprovisions set forth in Article VI or Article VIII hereof and the provisions and\nagreement set forth in Section 9.10 hereof shall be continuing and shall survive\ntermination of the Buyer's obligation to purchase Receivables. Neither Edison\nnor the Buyer will extend the Buyer's obligation to purchase Receivables under\nthis Agreement with an intent to mitigate losses on the Receivables previously\nsold or contributed by the Seller to the Buyer hereunder.\n\n            Section 7.02. Effect of Termination. No termination or rejection or\nfailure to assume the executory obligations of this Agreement in the Event of\nBankruptcy of Edison or the Buyer shall be deemed to impair or affect the\nobligations pertaining to any executed sale, executed contribution or executed\nobligations, including, without limitation, pretermination breaches of\nrepresentations and warranties by Edison or the Buyer.\n\n                                  ARTICLE VIII\n\n                                 INDEMNIFICATION\n\n            Section 8.01. Expenses. The Seller agrees, promptly upon receipt of\na written invoice, to pay or cause to be paid, and to save the Buyer harmless\nagainst liability for the payment of, all reasonable out-of-pocket expenses\n(including, without limitation, reasonable attorneys', accountant's and other\nthird parties' fees and expenses and any filing fees and expenses incurred by\nthe Buyer, but excluding salaries and overhead costs of the Buyer) incurred by\nor on behalf of the Buyer (i) in connection with the negotiation, execution,\ndelivery and preparation of the Facility Documents (other than the Credit\nAgreement) and the transactions contemplated by or undertaken pursuant to or in\nconnection herewith or therewith (including, without limitation, the perfection\nor\n\n\n                                       33\n\n\nprotection of the Buyer's interest in the Transferred Assets) and (ii) from time\nto time (a) relating to any requested amendments, waivers or consents under the\nFacility Documents (other than the Credit Agreement), (b) arising in connection\nwith the Buyer's enforcement or preservation of its rights (including, without\nlimitation, the perfection and protection of its interest in the Receivables)\nunder the Facility Documents (other than the enforcement or preservation by the\nBuyer of its rights under the Credit Agreement), or (c) arising in connection\nwith any audit, dispute, disagreement, litigation or preparation for litigation\ninvolving the Facility Documents (other than any dispute, disagreement,\nlitigation or preparation for litigation against the Lender under the Credit\nAgreement).\n\n            Section 8.02. Indemnity for Taxes, Reserves and Expenses.\n\n            (a) If after the date hereof, the adoption of any Law or regulatory\nguideline or any amendment or change in the interpretation of any existing or\nfuture Law or regulatory guideline by any Official Body charged with the\nadministration, interpretation or application thereof, or the compliance with\nany directive of any Official Body (in the case of any regulatory guideline,\nwhether or not having the force of Law) shall subject any Indemnified Party to\nany tax of any kind whatsoever with respect to the Facility Documents (other\nthan the Credit Agreement), the Transferred Assets or payments of amounts due\nhereunder (excluding income taxes) or change the basis of taxation of payments\nto any Indemnified Party in respect thereof (excluding income taxes); and the\nresult of any of the foregoing is to increase the cost to such Indemnified\nParty, by an amount which such Indemnified Party deems to be material, of\nentering, continuing or maintaining any Facility Document or the Transferred\nAssets or the funding of any purchases hereunder or to reduce any amount due or\nowing hereunder in respect thereof, such Indemnified Party shall notify the\nSeller. The Seller shall promptly pay such Indemnified Party such additional\namount or amounts as calculated by such Indemnified Party in good faith as will\ncompensate such Indemnified Party for such increased cost or reduced amount\nreceivable; provided that such compensation will be limited to (A) the period\ncommencing not more than 120 days prior to the date of such notification or (B)\nany longer period of retroactive effect of any such adoption, change or\nrequirement for compliance if such notification is given 120 days or less after\nsuch adoption, change or requirement for compliance.\n\n            (b) [Reserved].\n\n            (c) If any Indemnified Party becomes entitled to claim any\nadditional amounts pursuant to this Section, it shall promptly notify the Seller\nof the event by reason of which it has become so entitled. A certificate as to\nany additional amounts payable pursuant to this Section submitted by such\nIndemnified Party to the Seller shall be conclusive in the absence of manifest\nerror.\n\n            (d) Each Indemnified Party shall use good faith efforts to reduce or\neliminate any claim for indemnity pursuant to this Section 8.02; provided that\nno Indemnified Party shall be obligated to take any action which would subject\nsuch Indemnified Party to any unreimbursed cost or expense or which would\notherwise be disadvantageous to such Indemnified Party.\n\n            Section 8.03. Indemnity.\n\n            (a) The Seller agrees to indemnify, defend and save harmless each\nIndemnified Party promptly upon demand, from and against any and all losses,\nclaims, damages, liabilities, costs\n\n\n                                       34\n\n\nand expenses (including, without limitation, all reasonable attorneys' fees and\nexpenses, reasonable expenses incurred by their respective credit recovery\ngroups (or any successors thereto) and reasonable expenses of settlement (in\naccordance with clause (b) or this Section 8.03), litigation or preparation\ntherefor) which any Indemnified Party may incur or which may be asserted against\nany Indemnified Party by any Person (including, without limitation, any Obligor\nor any other Person whether on its own behalf or derivatively on behalf of the\nSeller) arising from or incurred in connection with:\n\n            (i) any Receivable identified as an Eligible Receivable not being an\nEligible Receivable on the date of its Purchase or contribution hereunder;\n\n            (ii) any representation or warranty made or deemed made by the\nSeller (or any of its officers) under or in connection with this Agreement being\nincorrect in any material respect when made or deemed made or delivered;\n\n            (iii) any Dilution or other dispute or defense (other than discharge\nin bankruptcy of an Obligor or arising from the financial inability of such\nObligor to pay) of an Obligor to the payment of any Receivable or any other\nclaim resulting from the provision of services related to such Receivable or the\nfurnishing or failure to furnish such services;\n\n            (iv) any failure of the Seller to perform its duties or obligations\nin accordance with the provisions of this Agreement or to perform its duties or\nobligations under the related Contract;\n\n            (v) any product liability, personal injury, copyright infringement,\ntheft of services, property damage, or other breach of contract, antitrust,\nunfair trade practices or tortious claim arising out of or in connection with\nsubject matter of the related Contract or out of or in connection with any\ntransaction contemplated by this Agreement, any Facility Document or any other\ninstrument or document furnished pursuant hereto or the related Contract;\n\n            (vi) the commingling of Collections of Receivables at any time with\nfunds of any other Person;\n\n            (vii) any action or omission by the Seller reducing or impairing the\nrights of the Buyer or the Lender in and to any Transferred Asset under this\nAgreement, the Credit Agreement, the related Contract or any other instrument or\ndocument furnished pursuant hereto or thereto or with respect to any Receivable;\n\n            (viii) any investigation, litigation or proceeding related to or\narising from this Agreement, any other Facility Document (other than the Credit\nAgreement) or any other instrument or document furnished pursuant hereto or\nthereto, or any transaction contemplated by this Agreement or the related\nContract or the use of proceeds from any Purchase or reinvestment pursuant to\nthis Agreement, or the ownership of, or other interest in, any Receivable or the\nRelated Security;\n\n            (ix) the existence of any Lien (other than Permitted Liens) against\nor with respect to any Receivable or the Related Security or Collections with\nrespect thereto on the date of transfer thereof hereunder;\n\n\n                                       35\n\n\n            (x) any failure by the Seller to pay when due any taxes, including\nwithout limitation sales, excise or personal property taxes, payable by the\nSeller in connection with any Receivable or any Related Security with respect\nthereto; or\n\n            (xi) any claim brought by any Person other than an Indemnified Party\narising from any activity by the Seller or any Affiliate of the Seller in\nservicing, administering or collecting any Receivable;\n\nprovided that nothing in this Section 8.03(a) shall be deemed to provide\nindemnity to any Indemnified Party for matters covered pursuant to Section 8.02\nhereof and provided further that nothing in this Section 8.03(a) shall be deemed\nto provide indemnity to any Indemnified Person to the extent that the amounts to\nbe paid (i) result from fraud, gross negligence or willful misconduct on the\npart of the Indemnified Person or (ii) would constitute recourse (except as\notherwise specifically provided in this Agreement) for any uncollectible\nReceivable.\n\n            (b) Promptly upon receipt by any Indemnified Party under this\nSection 8.03 of notice of the commencement of any suit, action, claim,\nproceeding or governmental investigation against such Indemnified Party, such\nIndemnified Party shall, if a claim in respect thereof is to be made against the\nSeller hereunder, notify the Seller in writing of the commencement thereof. The\nSeller may participate in and assume the defense of any such suit, action,\nclaim, proceeding or investigation at its expense. No settlement of any suit,\naction, claim, proceeding or investigation (regardless of which party is\ncontrolling the defense) shall be made without the approval of the Seller and\nthe Indemnified Party, such approval not to be unreasonably withheld, delayed or\nconditioned. After notice from the Seller to the Indemnified Party of its\nintention to assume the defense thereof with counsel reasonably satisfactory to\nthe Buyer and so long as the Seller so assumes, and diligently proceeds with,\nthe defense thereof in a manner reasonably satisfactory to the Indemnified\nParty, the Seller shall not be liable for any legal expenses of separate counsel\nfor such Indemnified Party unless there shall be a conflict between the\ninterests of the Seller and the Indemnified Party, in which case the Indemnified\nParty(ies) shall have the right to employ one separate counsel to represent it\n(them) (at Seller's expense). If the Seller assumes the defense of any suit, the\nSeller shall use all reasonable efforts to (i) consult, from time to time, with\nthe Indemnified Party about the strategy being pursued, (ii) promptly inform the\nIndemnified Party of any material developments in such suit, and (iii) forward\nto the Indemnified Party promptly after receipt thereof copies of any notices,\nfilings, requests or other written materials relating to such suit, and if the\nIndemnified Party reasonably determines that the defense being carried out by\nthe Seller materially adversely affects the interests of the Indemnified Party,\nthe Indemnified Party shall notify the Seller of such effect and the Seller and\nthe Indemnified Party shall use reasonable efforts to agree on a defense\nstrategy that is acceptable to both parties and, failing such agreement within\n20 days of the aforesaid notice, the Seller shall pay the reasonable expenses of\nseparate counsel retained by such Indemnified Party.\n\n            (c) Each Indemnified Party shall use its good faith efforts to\nmitigate, reduce or eliminate any losses, expenses or claims for\nindemnification; provided, that no Indemnified Party shall be obligated to take\nany action which would subject such Indemnified Party to any unreimbursed cost\nor expense or which would otherwise be disadvantageous to such Indemnified\nParty.\n\n\n                                       36\n\n\n            Section 8.04. Payments Made Without Duplication. Notwithstanding any\nprovision of this Article VIII, amounts payable by the Seller pursuant to this\nArticle VIII shall be without duplication for amounts payable pursuant to\nSection 2.05 hereof.\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n            Section 9.01. Survival. The indemnification and payment provisions\nof Articles VI and VIII and of Section 2.05 shall be continuing and shall\nsurvive any termination of this Agreement, subject to applicable statutes of\nlimitation.\n\n            Section 9.02. Waivers; Amendments. Any provision of this Agreement\nmay be waived or amended in writing by the parties hereto, with the consent of\nthe Lender.\n\n            Section 9.03. Notices. All notices, requests, demands, directions\nand other communications (collectively \"notices\") under the provisions of this\nAgreement shall be in writing (including telexed, facsimile transmission or\nelectronic communication) unless otherwise expressly permitted hereunder and\nshall be sent, if mailed, by first-class mail, first-class express mail, or by\ntelex, facsimile or electronic communication with confirmation in writing mailed\nfirst-class mail, in all cases with charges prepaid. Any such properly given\nnotice shall be effective when received. All notices shall be sent to the\napplicable party at the office specified in this Section 9.03 or in accordance\nwith the last unrevoked written direction from such party to the other party\nhereto.\n\n      If to the Buyer:\n\n      Edison Receivables Company LLC\n      529 Fifth Avenue, 11th Floor\n      New York, New York  10017\n      Telephone: (212) 599-2655\n      Telecopy:  (212) 599-2652\n      Attention: Christopher J. Scarlata\n\n      If to the Seller:\n\n      Edison Schools Inc.\n      521 Fifth Avenue, 11th Floor\n      New York, New York  10175\n      Telephone: (212) 419-1600\n      Telecopy:  (212) 419-1705\n      E-mail:    afeild@edisonschools.com\n      Attention: Adam T. Feild\n\n            Section 9.04. Governing Law; Submission to Jurisdiction; Waiver of\nTrial by Jury. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE\nWITH THE LAWS OF THE STATE OF DELAWARE. The parties hereto hereby submit to the\nnonexclusive jurisdiction of the courts of the State of New York and the courts\nof the United States located in the State of New York for the purpose of\nadjudicating any claim or controversy arising in connection with any of the\nFacility Documents or any of the transactions contemplated thereby, and\n\n\n                                       37\n\n\nfor such purpose, to the extent it may lawfully do so, waives any objection\nwhich it may now or hereafter have to such jurisdiction or to venue therein and\nany claim of inconvenient forum with respect thereto. Nothing in this Section\n9.04 shall affect the right of the Buyer (or its assignee) to bring any action\nor proceeding against the Seller in the courts of other jurisdictions. EACH\nPARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY\nWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY\nPARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, RELATED\nTO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM ESTABLISHED BY THIS AGREEMENT\nOR ANY OTHER CONTRACT, INSTRUMENT, DOCUMENT OR AGREEMENT ENTERED INTO IN\nCONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY\nCOURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR\nACTIONS OF ANY OTHER PERSON.\n\n            Section 9.05. Records. All amounts calculated or due hereunder shall\nbe determined from the records of the Buyer, which determinations shall be\nconclusive absent manifest error.\n\n            Section 9.06. No Implied Waiver; Cumulative Remedies. No course of\ndealing and no delay or failure of the Buyer or the Lender in exercising any\nright, power or privilege under the Facility Documents shall affect any other or\nfuture exercise thereof or the exercise of any other right, power or privilege;\nnor shall any single or partial exercise of any such right, power or privilege\nor any abandonment or discontinuance of steps to enforce such a right, power or\nprivilege preclude any further exercise thereof or of any other right, power or\nprivilege. The rights and remedies of the Buyer and the Lender under the\nFacility Documents are cumulative and not exclusive of any rights or remedies\nwhich the Buyer or the Lender would otherwise have.\n\n            Section 9.07. No Discharge. The obligations of the Seller under this\nAgreement shall be absolute and unconditional and shall remain in full force and\neffect without regard to, and shall not be released, discharged or in any way\naffected by (a) any exercise or nonexercise of any right, remedy, power or\nprivilege under or in respect of this Agreement or applicable Law, including,\nwithout limitation, any failure to set-off or release in whole or in part by the\nBuyer of any balance of any deposit account or credit on its books in favor of\nthe Seller or any waiver, consent, extension, indulgence or other action or\ninaction in respect of any thereof, or (b) any other act or thing or omission or\ndelay to do any other act or thing which would operate as a discharge of the\nSeller as a matter of law.\n\n            Section 9.08. Integration; Prior Understandings. This Agreement sets\nforth the entire understanding of the parties relating to the subject matter\nhereof, and supersedes all prior understandings and agreements, whether written\nor oral.\n\n            Section 9.09. Successors and Assigns. This Agreement shall be\nbinding on the parties hereto and their respective successors and assigns;\nprovided, however, that the Seller may not assign any of its rights or delegate\nany of its duties hereunder without the prior written consent of the Buyer and\nthe Lender. No provision of this Agreement shall in any manner restrict the\nability of the Buyer to assign, participate, grant security interests in, or\notherwise transfer any portion of the Transferred Assets owned by the Buyer to\nthe Lender. The Seller hereby agrees and consents to the\n\n\n                                       38\n\n\ncomplete assignment by the Buyer of all of its rights under, interest in, title\nto and obligations under this Agreement to the Lender.\n\n            Section 9.10. No Petition. The Seller agrees that, prior to the date\nwhich is one year and one day after the date upon which all obligations of the\nBuyer to the Seller hereunder are paid in full and all other indebtedness of the\nBuyer is paid in full, it will not institute against, or join any other Person\nin instituting against, the Buyer any bankruptcy, reorganization, arrangement,\ninsolvency or liquidation proceeding or other similar proceeding under the Laws\nof the United States or any state of the United States.\n\n            Section 9.11. Severability; Counterparts, Waiver of Setoff. This\nAgreement may be executed in any number of counterparts and by different parties\nhereto in separate counterparts, each of which when so executed shall be deemed\nto be an original and all of which when taken together shall constitute one and\nthe same Agreement. Any provisions of this Agreement which are prohibited or\nunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective\nto the extent of such prohibition or unenforceability without invalidating the\nremaining provisions hereof, and any such prohibition or unenforceability in any\njurisdiction shall not invalidate or render unenforceable any other provision in\nsuch jurisdiction or such provision in any other jurisdiction. The Seller hereby\nwaives any right of setoff which it may have or to which it may be entitled\nagainst the Buyer and its assets.\n\n            Section 9.12. Confidentiality. The Buyer and the Seller (each, a\n\"Recipient\") shall hold all non-public information obtained pursuant to this\nAgreement and the transactions contemplated hereby or effected in connection\nherewith (\"Transactions\") in accordance with customary procedures for handling\nconfidential information of this nature and will not disclose such information\nto outside parties, but may make disclosure (a) to their respective directors,\nofficers, employees, agents, counsel, auditors and other representatives\n(collectively, \"Representatives\") who need to know such non-public information\nfor purposes of evaluating the Transactions, who are informed of the\nconfidential nature of such non-public information and who agree to be bound by\nthe terms of this Section 9.12, (b) as reasonably required by a bona fide\ntransferee (or prospective transferee which agrees in writing to comply with\nthis Section 9.12), (c) as necessary in order to obtain any consents, approvals,\nwaivers or other arrangements required to permit the execution, delivery and\nperformance of this Agreement and (d) as required or requested by any Official\nBody or pursuant to legal process or as required by applicable Law; provided,\nthat that non-public information shall not include information which (i) is or\nbecomes generally available to the public other than as a result of a disclosure\nby a Recipient or its Representatives, (ii) was available to a Recipient on a\nnonconfidential basis prior to its disclosure to such Recipient by the other\nparty or such other party's Representative or (iii) becomes available to a\nRecipient on a non-confidential basis from a source other than the other party\nor such other party's Representatives, who is not known by such Recipient to be\nbound by a confidentiality agreement with the Recipient or otherwise prohibited\nfrom transmitting the information to such Recipient. In the event that the Buyer\nor the Seller (as applicable, the \"disclosing party\") is so required or\nrequested to make any disclosure pursuant to clause (d) above, it is agreed that\nthe disclosing party shall use reasonable efforts to give prompt notice of such\nrequirement or request so that such other party may seek an appropriate\nprotective order. As determined on any date, the obligations under this Section\n9.12 shall terminate one year following the then current Expiration Date\ndescribed in clause (i) of the definition thereof in the Credit Agreement but in\nno event shall such obligations terminate more than two years following such\ndetermination date.\n\n\n                                       39\n\n\n            Section 9.13. Third Party Beneficiary. The parties hereto agree that\nthe Lender shall be the third-party beneficiary of this Agreement and shall have\nfull right, power and authority to enforce the Buyer's rights and the Seller's\nobligations under this Agreement.\n\n\n                                       40\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nAgreement to be executed and delivered by their duly authorized officers as of\nthe date first above set forth.\n\n                                        EDISON RECEIVABLES COMPANY LLC,\n                                        as Buyer\n\n                                        By: \/s\/ Christopher J. Scarlata\n                                                --------------------------------\n                                            Name:  Christopher J. Scarlata\n                                            Title: President\n\n\n                                        EDISON SCHOOLS INC.,\n                                               as Seller and as Servicer\n\n                                        By: \/s\/ Adam Feild\n                                                --------------------------------\n                                            Name: Adam Feild\n                                            Title: Executive Vice President and\n                                            Chief Financial Officer\n\n           [SIGNATURE PAGE TO THE PURCHASE AND CONTRIBUTION AGREEMENT]\n\n\n                                TABLE OF CONTENTS\n\n<\/pre>\n<table>\n<caption>\n                                                                                                      Page<br \/>\n<s>                                                                                                    <c><br \/>\nARTICLE I      DEFINITIONS &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.    3<\/p>\n<p>         Section 1.01.   Certain Defined Terms &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..    3<\/p>\n<p>         Section 1.02.   Interpretation and Construction &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   13<\/p>\n<p>ARTICLE II     SALES AND TRANSFERS; SETTLEMENTS &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   13<\/p>\n<p>         Section 2.02.   Purchase and Sale; Purchase Price; Contributions &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   13<\/p>\n<p>         Section 2.03.   Transfers and Assignments &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   14<\/p>\n<p>         Section 2.04.   Protection of Ownership of the Transferred Assets &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   15<\/p>\n<p>         Section 2.05.   Mandatory Repurchase or Purchase Under Certain Circumstances;<br \/>\n                         Mandatory Payments by Seller under Certain Circumstances &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   16<\/p>\n<p>         Section 2.06.   Transfers by Buyer &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   16<\/p>\n<p>         Section 2.07.   Payment of Collections and Deemed Collections &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   17<\/p>\n<p>ARTICLE III    REPRESENTATIONS AND WARRANTIES &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   17<\/p>\n<p>         Section 3.02.   Representations and Warranties of the Seller With Respect to<br \/>\n                         Each Sale of Receivables &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   21<\/p>\n<p>ARTICLE IV     CONDITIONS PRECEDENT &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   22<\/p>\n<p>         Section 4.01.   Conditions to the Initial Purchase Date or Initial Contribution Date &#8230;&#8230;   22<\/p>\n<p>         Section 4.02.   Conditions to All Purchases &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   23<\/p>\n<p>ARTICLE V      COVENANTS.. &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   24<\/p>\n<p>         Section 5.01.   Covenants of Edison &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   24<\/p>\n<p>         Section 5.02.   Negative Covenants of Edison &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   28<\/p>\n<p>ARTICLE VI     ADMINISTRATION AND COLLECTION &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   29<\/p>\n<p>         Section 6.01.   Designation of Servicer &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   29<\/p>\n<p>         Section 6.02.   Responsibilities of the Servicer &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   30<\/p>\n<p>         Section 6.03.   Servicing Compensation &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   30<\/p>\n<p>         Section 6.04.   Further Actions Evidencing Purchases &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   30<\/p>\n<p>         Section 6.05.   Lockboxes &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   31<\/p>\n<p>         Section 6.06.   Servicer Defaults &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   31<\/p>\n<p>         Section 6.07.   Servicer Indemnification of Indemnified Parties &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   32<\/p>\n<p>         Section 6.08.   Servicer not to Resign &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   33<\/p>\n<p>ARTICLE VII    TERMINATION &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   34<\/p>\n<p>         Section 7.01.   Term &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   34<\/p>\n<p>         Section 7.02.   Effect of Termination &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   34<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                                      -I-<\/p>\n<p>                                TABLE OF CONTENTS<br \/>\n                                   (continued)<\/p>\n<table>\n<caption>\n                                                                                                      Page<br \/>\n<s>                                                                                                    <c><br \/>\nARTICLE VIII   INDEMNIFICATION &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   34<\/p>\n<p>         Section 8.01.   Expenses &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   34<\/p>\n<p>         Section 8.02.   Indemnity for Taxes, Reserves and Expenses &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   35<\/p>\n<p>         Section 8.03.   Indemnity &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   35<\/p>\n<p>         Section 8.04.   Payments Made Without Duplication &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   38<\/p>\n<p>ARTICLE IX     MISCELLANEOUS &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   38<\/p>\n<p>         Section 9.01.   Survival &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   38<\/p>\n<p>         Section 9.02.   Waivers; Amendments &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   38<\/p>\n<p>         Section 9.03.   Notices &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   38<\/p>\n<p>         Section 9.04.   Governing Law; Submission to Jurisdiction; Waiver of Trial<br \/>\n                         by Jury &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   38<\/p>\n<p>         Section 9.05.   Records &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   39<\/p>\n<p>         Section 9.06.   No Implied Waiver; Cumulative Remedies &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   39<\/p>\n<p>         Section 9.07.   No Discharge &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   39<\/p>\n<p>         Section 9.08.   Integration; Prior Understandings &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   39<\/p>\n<p>         Section 9.09.   Successors and Assigns &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.   39<\/p>\n<p>         Section 9.10.   No Petition &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   40<\/p>\n<p>         Section 9.11.   Severability; Counterparts, Waiver of Setoff &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   40<\/p>\n<p>         Section 9.12.   Confidentiality &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..   40<\/p>\n<p>         Section 9.13.   Third Party Beneficiary &#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;   41<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                                      -II-<\/p>\n<p>An extra section break has been inserted above this paragraph. Do not delete<br \/>\nthis section break if you plan to add text after the Table of<br \/>\nContents\/Authorities. Deleting this break will cause Table of<br \/>\nContents\/Authorities headers and footers to appear on any pages following the<br \/>\nTable of Contents\/Authorities.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7412],"corporate_contracts_industries":[],"corporate_contracts_types":[9623,9622],"class_list":["post-43525","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-edison-schools-inc","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43525","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43525"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43525"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43525"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43525"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}