New Vendor Rebate Contracts. As of the applicable New Asset Addition Date with respect to a New Vendor Rebate Contract acquired or entered into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that: (i) such New Vendor Rebate Contract does not contain terms and conditions that are reasonably expected to result in (A) a material decrease in the amount of Collections or Retained Collections, taken as a whole, (B) a material adverse change in the nature, quality or timing of Collections, taken as a whole, or (C) a material adverse change in the types of underlying assets generating Collections, taken as a whole, in each case when compared to the amount, nature or quality of, or types of assets generating Collections that would have been reasonably expected to result had such New Vendor Rebate Contract been entered into; (ii) such New Vendor Rebate Contract is genuine, and is the legal, valid and binding obligation of the parties thereto and is enforceable against the parties thereto in accordance with its terms (except as such enforceability may be limited by bankruptcy or insolvency laws and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law); (iii) such New Vendor Rebate Contract complies in all material respects with all applicable Requirements of Law; (iv) the counterparty related to such New Vendor Rebate Contract is not, to the Actual Knowledge of the Manager, the subject of a bankruptcy proceeding; (v) except as required by applicable Requirements of Law, such New Vendor Rebate Contract contains no contractual rights of set-off; provided, that (a) this clause (v) shall not apply to any replacement of a Contributed Vendor Rebate Contract with the same counterparty or an affiliate thereof that constitutes a New Vendor Rebate Contract and is entered into in accordance with the Managing Standard and (b) if the representation and warranty set forth in this clause (v) would otherwise not be true and correct, the penultimate sentence of Section 5.6 shall instead apply; and (vi) except as required by applicable Requirements of Law, such New Vendor Rebate Contract is freely assignable by the applicable Securitization Entities or with the consent of a person that has been obtained after the Manager’s use of reasonable best efforts. 34 (d)
New Vendor Rebate Contracts. As of the applicable New Asset Addition Date with respect to a New Vendor Rebate Contract acquired or entered into on such New Asset Addition Date, the Manager represents and warrants to the Securitization Entities, the Trustee and the Servicer that: (i) such New Vendor Rebate Contract does not contain terms and conditions that are reasonably expected to result in
