Common use of Proposed Receivables Clause in Contracts

Proposed Receivables. (i) Each Purchase Request includes, in respect of each Proposed Receivable, a true and correct statement of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) and the Invoice Due Date, in each case, for each Proposed Receivable. All information contained in each Purchase Request is accurate in all respects. The information regarding each invoice submitted by a Seller is accurate in all material respects as of its date, and does not and will not omit to state a fact necessary in order to make the information contained therein, in light of the circumstances under which they were made, not misleading. Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each Proposed Receivable is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such Purchased Receivable, subject, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any Seller nor, to any Seller’s knowledge, any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s fulfillment of any further obligation. (ii) Each Proposed Receivable listed in a Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit as applicable, (C) the applicable Purchaser to state a fact necessary in order to make the information contained thereinwhom such Proposed Receivables have been offered, in light of the circumstances under which they were made, not misleading. Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by such Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any , (F) neither Seller nor, to any Seller’s knowledge, nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller thereof and (H) Originator has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s or Originator’s fulfillment of any further obligation. (ii) Each With respect to the Proposed Receivables listed on a Purchase Request, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivables, each Proposed Receivable listed in a such Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller Originator and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, agreement and (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the applicable Purchaser who purchases such Proposed Receivables to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, the applicable Purchaser shall acquire valid ownership of such each Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller or the Originator in the ordinary course of its business, and (ii) once purchased hereunder, were sold to the Seller (in the case of the Sale Agreement) and to the applicable Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and value. (iiivii) represent allNo proceeds of any purchase will be used (i) for any purpose that violates any applicable law, rule or a portion regulation, including Regulations T, U or X of the purchase price of merchandiseFederal Reserve Board or (ii) to acquire any security in any transaction which is subject to Section 12, insurance 13 or services within the meaning of Section 3(c)(5)(A) 14 of the Investment Company Securities Exchange Act of 19401934, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit as applicable, (C) the applicable Purchaser to state a fact necessary in order to make the information contained thereinwhom such Proposed Receivables have been offered, in light of the circumstances under which they were made, not misleading. Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by such Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any Seller nor, to any Seller’s knowledge, (F) neither Originator nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller thereof and (H) Originator has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s or Originator’s fulfillment of any further obligation. (ii) Each Proposed Receivable listed in a Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit to state a fact necessary in order to make the information contained thereinas applicable, in light of the circumstances under which they were made, not misleading. (C) Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any , (F) neither Seller nor, to any Seller’s knowledge, nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable thereof and (H) Seller has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s or Originator’s fulfillment of any further obligation. (ii) Each With respect to the Proposed Receivables listed on a Purchase Request, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivables, each Proposed Receivable listed in a such Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended.

Proposed Receivables. (i) Each The information contained in each Purchase Request includes, in respect of each Proposed Receivable, Receivable is a true and correct statement list of the each Account Debtor’s name, the purchase order numberslegal name and address, the invoice numbers, the stated amount in respect thereof, the Net Invoice Amount (s) due in respect thereof, the date and term in respect thereof, the Anticipated Payment Date (if any) and the Invoice Due Date, in each case, for each Proposed Receivable. All information contained in each Purchase Request is accurate in all material respects. The information regarding each invoice submitted by a Seller is accurate in all material respects as of its date, and does not and will not omit to state a fact necessary in order to make the information contained therein, in light of the circumstances under which they were made, not misleading. Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed ReceivablesReceivables requested by Purchaser. None of the Proposed Receivables are is currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller Sellers the amount of such the Purchased ReceivableReceivables, subject, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rightsrights and equitable principles. Neither any Seller nor, to any Seller’s knowledge, nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, which would give rise to Account Debtor’s non-payment of its payment obligations under the applicable Proposed Receivable. Each Proposed Receivable and the Contract and sale terms related thereto are not subject to, nor could it reasonably be expected to be subject to, any defense, Dilution defense or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller has Sellers have delivered to the Account Debtor Debtors all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable any Seller’s fulfillment of any further obligation. (ii) Each Proposed Receivable listed in a Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable existsexists or is threatened. The amount owed under each Proposed Receivable is free of allowances, side agreements and DilutionDilution (other than (x) those offsets reflected in the calculation of the Net Invoice Amount and the Purchase Price as of the Purchase Date relating thereto, (y) any potential Dilution that would result from the Account Debtor’s taking advantage of any available early payment discount set forth in the applicable invoice not to exceed 10% of the Net Invoice Amount (a “Permitted Early Payment Discount”) and (z) any potential Dilution that would result from the Account Debtor’s taking advantage of any available incentive program then being offered by the Sellers in the ordinary course of business), it being understood and agreed that Dilution resulting from an Account Debtor’s decision after the proposed Purchase Date to take advantage of an incentive program or a Permitted Early Payment Discount shall not constitute a breach of this representation and warranty. All invoices relating to each Proposed Receivable arising out of the sale of goods or the provision of services have been accepted by the applicable Account Debtor. (iii) Each Proposed Eligible Receivable (A) arises under a Contract between a Seller and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such a Seller’s rights to payment under such Contract, agreement and (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Each Seller is the legal and beneficial owner of each Proposed Eligible Receivable free and clear of any lien, charge, encumbrance or security interestinterest (other than Credit Facility Liens which shall be released contemporaneously upon the purchase of each Purchased Receivable by Purchaser), and upon each purchase of a Proposed an Eligible Receivable, Purchaser shall acquire valid ownership of such each Purchased Receivable and the Collections and Related Rights with respect thereto prior to the rights of all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit to state a fact necessary in order to make the information contained thereinas applicable, in light of the circumstances under which they were made, not misleading. (C) Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any , (F) neither Seller nor, to any Seller’s knowledge, nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable thereof and (H) Seller has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s or Originator’s fulfillment of any further obligation. (ii) Each With respect to the Proposed Receivables listed on a Purchase Request, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivables, each Proposed Receivable listed in a such Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller Originator and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, agreement and (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such each Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, and (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and value. (iiivii) represent allNo proceeds of any purchase will be used (i) for any purpose that violates any applicable law, rule or a portion regulation, including Regulations T, U or X of the purchase price of merchandiseFederal Reserve Board or (ii) to acquire any security in any transaction which is subject to Section 12, insurance 13 or services within the meaning of Section 3(c)(5)(A) 14 of the Investment Company Securities Exchange Act of 19401934, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit as applicable, (C) the applicable Purchaser to state a fact necessary in order to make the information contained thereinwhom such Proposed Receivables have been offered, in light of the circumstances under which they were made, not misleading. Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by such Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any Seller nor, to any Seller’s knowledge, (F) neither Originator nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller thereof and (H) Originator has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s or Originator’s fulfillment of any further obligation. (ii) Each With respect to the Proposed Receivables listed on a Purchase Request, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivables, each Proposed Receivable listed in a such Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller Originator and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, agreement and (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the applicable Purchaser who purchases such Proposed Receivables to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, the applicable Purchaser shall acquire valid ownership of such each Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller or the Originator in the ordinary course of its business, and (ii) once purchased hereunder, were sold to the Seller (in the case of the Sale Agreement) and to the applicable Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and value. (iiivii) represent allNo proceeds of any purchase will be used (i) for any purpose that violates any applicable law, rule or a portion regulation, including Regulations T, U or X of the purchase price of merchandiseFederal Reserve Board or (ii) to acquire any security in any transaction which is subject to Section 12, insurance 13 or services within the meaning of Section 3(c)(5)(A) 14 of the Investment Company Securities Exchange Act of 19401934, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. As of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice related to such Proposed Receivable submitted by a Seller is accurate in all material respects as of its date, and does not and will not omit to state a fact necessary in order to make the information contained therein, in light of the circumstances under which they were made, not misleading. (C) Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each ) (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligationenforceability, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any , (F) neither Seller nor, to any Seller’s knowledge, nor any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each , (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable thereof and (H) Seller has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s fulfillment of any further obligation. (ii) Each As of the date of the applicable Purchase Request and the related Purchase Date for the Proposed Receivable, each Proposed Receivable listed in a Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller Originator and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, agreement and (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such each Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, Receivables were sold to the Seller (in the case of the Sale Agreement) and to Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and value. (iiivii) represent allNo proceeds of any purchase will be used (i) for any purpose that violates any applicable law, rule or a portion regulation, including Regulations T, U or X of the purchase price of merchandiseFederal Reserve Board or (ii) to acquire any security in any transaction which is subject to Section 12, insurance 13 or services within the meaning of Section 3(c)(5)(A) 14 of the Investment Company Securities Exchange Act of 19401934, as amended.

Proposed Receivables. (i) Each With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request includesand the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of each such Proposed Receivable, Receivable on the applicable Purchase Date is a true and correct statement list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof, the Anticipated Payment Date (if any) thereof and the Invoice Due Date, in each case, for each applicable Proposed Receivable that is the subject of such Purchase Request. With respect to the Proposed Receivables listed on the related Purchase Request to be transferred on the applicable Purchase Date, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable. All , (A) all information contained in each Purchase Request is accurate in all respects. The information regarding respect, (B) each invoice submitted by a Seller related to such Proposed Receivable is accurate in all material respects as of its datedate and the Purchase Date, and does not and will not omit to state a fact necessary in order to make the information contained thereinas applicable, in light of the circumstances under which they were made, not misleading. (C) Purchaser has received true and correct copies of all the relevant documentation requested by the Purchaser relating to each of the Proposed Receivables. None Receivables requested by Purchaser, (D) none of the Proposed Receivables are currently evidenced by “chattel paper” or “instruments” (as each such term is defined in Article 9 of the UCC). Each , (E) each of the Proposed Receivable Receivables is in full force and effect and is the valid and binding obligation of the applicable Account Debtor, enforceable in accordance with its terms, and constitutes the applicable Account Debtor’s legal, valid and binding obligation to pay to the applicable Seller the amount of such the Purchased ReceivableReceivables, subjectsubject to, as to enforcement of such Account Debtor’s payment obligation, to bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights. Neither any Seller nor, to any Seller’s knowledge, any Account Debtor is in material default in the performance of any of the provisions of the documentation applicable to its transactions giving rise to any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables. Each Proposed Receivable and the Contract and sale terms related thereto are not subject to any defense, Dilution or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof. The applicable Seller has delivered to the Account Debtor all property or performed all services required to be so delivered or performed by the terms of the documentation giving rise to the Proposed Receivables. The payments due with respect to each Proposed Receivable are not contingent upon the applicable Seller’s fulfillment of any further obligation. (ii) Each Proposed Receivable listed in a Purchase Request is an Eligible Receivable and a bona fide payment obligation of the applicable Account Debtor identified in the applicable Invoice and due on the Invoice Due Date for such Proposed Receivable. No actual or pending Dispute or default or event of default with respect to any Proposed Receivable exists. The amount owed under each Proposed Receivable is free of allowances, side agreements and Dilution. (iii) Each Proposed Receivable (A) arises under a Contract between Seller and the applicable Account Debtor, (B) does not require the applicable Account Debtor or any other Person to consent to the transfer, sale or assignment of such Seller’s rights to payment under such Contract, (C) does not contain a provision which prevents Seller from transferring the Proposed Receivable and (D) does not contain a confidentiality provision that purports to restrict the ability of the Purchaser to exercise its rights under this Agreement, including without limitation, its right to review such Contract. (iv) The applicable Seller is the legal and beneficial owner of each Proposed Receivable free and clear of any lien, charge, encumbrance or security interest, and upon each purchase of a Proposed Receivable, Purchaser shall acquire valid ownership of such Purchased Receivable and the Collections and Related Rights with respect thereto prior to all other Persons. (v) No sale or assignment hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or principles or for any other reason. (vi) All Proposed Receivables: (i) were originated by a Seller in the ordinary course of its business, (ii) once purchased hereunder, were sold to the Purchaser hereunder, as applicable, for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act of 1940, as amended.,