Common use of Accounting Clause in Contracts

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the each Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysisanalysis of the sale of Receivables by Originator to Seller.

Accounting. The manner in which such each Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the characterization of the transactions contemplated herein and therein as being true sale analysissales.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement, the Receivables Sale Agreement and the Receivables Sale Transfer Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Receivable Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysisanalysis with respect to the Seller’s acquisition of Receivables.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the each Receivables Sale Agreement does not jeopardize the true sale analysis.. FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement Agreements does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Receivable Interest Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the ---------- transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.. THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement Agreement, taken as a whole, does not jeopardize prevent the characterization by such Seller Party and its accountants at any time of the transfers thereunder as being “true sale analysissales”.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not materially jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.. (dd)

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement, the Receivables Contribution Agreement and and, as applicable, the Receivables Sale Agreement does not jeopardize the true sale or true contribution analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Receivable Sale Agreement does not jeopardize the true sale analysis.analysis with regard to the transactions under the Receivable Sale Agreement. Seller further represents and warrants that its assets and liabilities are consolidated with the assets and liabilities of the MLP for purposes of GAAP.¶

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the applicable Receivables Sale Agreement does not jeopardize the true sale analysisanalysis with respect to the applicable Seller’s acquisition of Receivables.

Accounting. The manner in which fact that such Seller Party accounts does not account for the transactions contemplated by this Agreement and the Receivables Sale Agreement as sales for financial or tax accounting purposes does not jeopardize the legal characterization of the transactions contemplated herein as being true sale analysissales.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables SMC Sale Agreement and Parent Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Originating Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement, the Transfer Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement, each Receivables Sale Agreement and the Receivables Sale Transfer Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysisanalysis set forth in the true sale opinion of counsel to the Seller Parties delivered concurrently with this Agreement.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Interest Sale Agreement does not jeopardize the true sale analysis.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysisnature of the transaction between the Originators and Seller under the Receivables Sale Agreement.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.. (x)

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.. 737579529 11089703 18 12794124v1

Accounting. The manner in which such Seller Party accounts for the ---------- transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the analysis of the transactions described in the Receivables Sale Agreement as true sale analysissales, as set forth in the opinion to be delivered on behalf of the Originators as described on Schedule B hereto.

Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the true sale analysis.. 736370695 19636993 RECEIVABLES PURCHASE AGREEMENT

Accounting. The manner in which such Seller Party (other than the Seller) accounts for the transactions contemplated by this Agreement and the each Receivables Sale Agreement does not jeopardize the true sale analysisanalysis of the transactions contemplated by the Receivables Sale Agreements. ARTICLE VI.