Common use of Representations and Warranties of the Seller and the Collection Agent Clause in Contracts

Representations and Warranties of the Seller and the Collection Agent. Each of the Seller and the Collection Agent makes, with respect to itself, the following representations and warranties to each Purchaser and the Administrative Agent on the date of each Purchase and on the date of each reinvestment as follows: (a) It is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder or under any Transfer Agreement or the Secondary Purchase Agreement. As of the date hereof, Georgia-Pacific owns directly or indirectly 100% of the issued and outstanding common stock of the Seller. (b) The execution, delivery and performance by the Seller and the Collection Agent of the Sale Documents to which it is a party, and the Seller's use of the proceeds of purchases and reinvestments, are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate of incorporation or articles of incorporation or by-laws; or (ii) any law, rule or regulation or any contractual restriction binding on or affecting it the breach of which could reasonably be expected to have a material adverse effect on the Receivables or the transaction contemplated hereby, or as may restrict or limit the assignment of Receivables of Government Obligors, and do not result in or require the creation of any lien (other than pursuant hereto and pursuant to the Secondary Purchase Agreement) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each Sale Document to which the Seller or the Collection Agent is a party has been duly executed, authorized and delivered by the Seller or the Collection Agent, as the case may be. (c) Other than the filings of the financing statements under the UCC of the jurisdictions that the Purchasers or the Administrative Agent deem necessary, all of which, on or prior to the date of the initial Purchase hereunder, will have been duly made and be in full force and effect, and other than such filings, registrations and notices as may be required under applicable law with respect to the assignment of Receivables of Government Obligors no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Collection Agent of this Agreement or any other Sale Document to which the Seller or the Collection Agent is a party or for the perfection of or exercise by the Purchaser of its rights and remedies under this Agreement or any other Sale Document to be delivered hereunder. (d) Each of this Agreement and each other Sale Document to which the Seller or the Collection Agent is a party constitutes the legal, valid and binding obligation of the Seller and the Collection Agent, respectively, enforceable against the Seller and the Collection Agent in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally. (e) The unaudited consolidated financial statements of the Collection Agent and its subsidiaries as of July 3, 1999, copies of which have been furnished to the Purchasers, fairly present the financial condition of the Collection Agent and its subsidiaries as of such date and the consolidated results of their operations for the period ended on such date, and have been prepared in accordance with GAAP consistently applied in all material respects by the Collection Agent and its subsidiaries throughout the period involved, except as set forth in the notes thereto and there has been no material adverse change in such financial position or operations as they existed as of such date. (f) There is no pending or threatened action or proceeding affecting the Seller or the Collection Agent or any of their respective subsidiaries or properties before any court, governmental agency or arbitrator which could reasonably be expected to materially adversely affect (i) the financial condition or operations of the Seller or the Collection Agent and its subsidiaries or (ii) the ability of the Seller or the Collection Agent to perform their obligations under this Agreement or any other Sale Document to which it is a party or (iii) the legality, validity or enforceability of this Agreement or any other Sale Document to which it is a party or (iv) any Purchaser's interest in the Pool Receivables generally or in any significant portion of the Pool Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Pool Receivables generally or of any significant portion of the Pool Receivables. Neither the Seller nor the Collection Agent is in default with respect to any order of any court, arbitrator or governmental body. No Event of Termination, or event which, with the passage of time or the giving of notice, or both, would be an Event of Termination, is continuing. (g) No proceeds of any purchase or reinvestment will be used (i) for a purpose which violates, or would be inconsistent with regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 and 14 of the Securities Exchange Act of 1934, as amended. (h) Immediately prior to a Purchase hereunder, the Seller shall be the legal and beneficial owner of the Pool Receivables and Related Security with respect thereto (except with respect to Related Security and with respect to Receivables of Government Obligors, the transfer of which may be limited by applicable law), free and clear of any Adverse Claim, except as created by this Agreement and the Secondary Purchase Agreement and the documents entered into in connection herewith and therewith. This Agreement is effective to, and shall, upon each purchase or reinvestment, transfer to each Purchaser (and each Purchaser shall acquire from the Seller) a valid and perfected first priority undivided percentage ownership interest to the extent of such Purchaser's Receivable Interest in each Pool Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, except as may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, free and clear of any Adverse Claim, except as created by this Agreement and the Secondary Purchase Agreement and the documents entered into in connection herewith and therewith. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent pursuant to this Agreement and the Secondary Purchase Agreement and those filed in favor of the Seller pursuant to a Transfer Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent as secured party and the Seller as debtor, the Administrative Agent, as agent for the Purchasers, shall have a first priority perfected security interest in the Pool Receivables, Related Security and Collections, to the extent of each Purchaser's Receivable Interest, to the extent a security interest in such items of property can be perfected under the UCC. (i) Prior to a transfer pursuant to a Transfer Agreement, the related Originator shall be the legal and beneficial owner of the Receivables and the Related Security sold to the Seller pursuant to such Transfer Agreement free and clear of any Adverse Claim. Each Transfer Agreement is effective to, and shall, upon the creation of a Receivable owing to such Originator party to such Transfer Agreement, transfer to the Seller (and the Seller shall acquire) from such Originator all right, title and interest of such Originator in each such Receivable and in the Related Security and Collections with respect thereto, except as may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, free and clear of any Adverse Claim, except as contemplated by this Agreement and the Secondary Purchase Agreement. (j) Each Investor Report (if prepared by the Seller, an Originator or one of their Affiliates, or to the extent that information contained therein is supplied by the Seller, an Originator or an Affiliate), information, exhibit, financial statement, document, book, record or report (other than projections prepared in good faith) furnished or to be furnished at any time by a Responsible Officer of the Seller or an Originator to the Administrative Agent or the Purchasers in connection with this Agreement was, is, or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent or the Purchasers, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (k) The principal places of business and chief executive offices of the Seller and the Originators, and the office where the Seller keeps its records concerning the Receivables are, as of the date hereof, located at the addresses referred to in Section 11.02 and on Schedule V hereof, respectively. (l) The names and addresses of all Lock-Box Banks, Depositary Banks and Concentration Banks, together with the account numbers of the Lock-Box Accounts, the Depositary Accounts and the Concentration Accounts of the Seller and the Originators at such Lock-Box Banks, such Depositary Banks and such Concentration Banks, are, as of the date hereof, specified in Schedule I hereto, Schedule II hereto and Schedule III hereto, respectively (or at such other Lock-Box Banks, Depositary Banks or Concentration Banks and/or with such other Lock-Box Accounts, Depositary Accounts or Concentration Accounts as have been notified to the Administrative Agent and the Purchasers in writing in accordance herewith). (m) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables hereunder, and each Purchase by the Seller from an Originator of a Receivable under the Transfer Agreement to which such Originator is a party, will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (n) Each Pool Receivable at the time it first becomes covered by a Receivable Interest, shall be an Eligible Receivable. Each Pool Receivable used in computing the Net Receivables Pool Balance shall, at the time of such computation, be an Eligible Receivable. No event has occurred which materially and adversely affects the collectibility of the Pool Receivables generally or the collectibility of a significant portion of the Pool Receivables. (o) No event has occurred which could reasonably be expected to materially adversely affect the operations of the Seller or the Collection Agent and its subsidiaries considered on a consolidated basis as it existed as of July 3, 1999 or the ability of the Seller or the Collection Agent to perform its duty to collect the Pool Receivables or the ability of the Seller or the Collection Agent to perform its obligations under this Agreement or any other Sale Document to which it is a party. (p) With respect to each Receivable sold by an Originator to the Seller and included in a Receivables Pool, the Seller shall have paid or promised to pay to such Originator at the time of such sale an amount equal to the Outstanding Balance of such Receivable. (q) The Seller and each Originator are treating the conveyance of the Receivables Interest in the Receivables, the Related Security and the Collections under this Agreement and each sale of a Receivable under the Transfer Agreements, respectively, as a sale for purposes of GAAP. (r) Neither the Seller nor the Collection Agent has extended or modified the terms of any Pool Receivable or the invoice under which any such Pool Receivable arose except in accordance with the Credit and Collection Policy. (s) The obligations of the Seller hereunder to make payment in respect of fees payable to the Purchasers, deemed Collections under Section 2.04(d) and indemnities rank at least equally with Debt of the Seller which is not contractually subordinated. (t) Neither the Seller nor the Collection Agent has granted any Person dominion and control of any Lock-Box Account, Depositary Account or Concentration Account, or the right to take dominion and control of any Lock-Box Account, Depositary Account or Concentration Account at a future time or upon the occurrence of a future event. (u) The transactions under this Agreement and the other Sale Documents executed and delivered by the Seller do not and will not render the Seller not Solvent. (v) The Seller and the Collection Agent have filed or caused to be filed all tax returns which, to their knowledge, are required to be filed or has filed timely extensions therefor. The Seller and the Collection Agent have paid all taxes and all assessments made against them or any of its property when due and payable (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Seller or the Collection Agent, as the case may be), and no tax lien has been filed and, to the Seller's or the Collection Agent's knowledge, no claim is being asserted, with respect to any such tax, fee or other charge, provided, that, with respect to the Collection Agent (if Georgia-Pacific), the amount of such claim is at least $75,000,000. (w) Since April 15, 1999, there have been no changes to the Credit and Collection Policy which could reasonably be expected to have materially adversely affect the collectibility of any Receivable. (x) Neither the Seller nor the Collection Agent is an "investment company" or a company controlled by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (y) The Seller and the Collection Agent shall have reviewed areas within its business and operations which could be adversely affected by, and have developed a plan (a "Year 2000 Plan") to address on a timely basis, the Year 2000 Problem. The Seller and the Collection Agent shall take all actions necessary to meet the schedule and goals of its Year 2000 Plan, and do not anticipate that the Year 2000 Problem will have a material adverse effect on the transaction. Upon discovery by the Seller, the Collection Agent, any Purchaser or the Administrative Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Representations and Warranties of the Seller and the Collection Agent. Each of the Seller and the Collection Agent makes, with respect to itself, the following representations and warranties to each Purchaser the Purchasers and the Administrative Agent on the date of each Purchase and on the date of each reinvestment as followsAgent: (a) It The Seller is a limited liability company and the Collection Agent is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its state their respective jurisdiction of incorporation, organization and each is duly qualified to do business, and is in good standing, standing in every each jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified where the failure to be so qualified could materially adversely affect its ability to perform its obligations hereunder or under any Transfer Agreement or the Secondary Purchase Agreement. As of the date hereof, Georgia-Pacific owns directly or indirectly 100% of the issued and outstanding common stock of the Sellerhereunder. (b) The execution, delivery and performance by the Seller and the Collection Agent of the Sale Documents to which it is a they are party, and the Seller's use of the proceeds of purchases and reinvestmentsthe Purchases, are within its the Seller's and the Collection Agent's respective company or corporate powers, have been duly authorized by all necessary corporate or company action, do not contravene or violate (i) its the Seller's certificate of incorporation formation or articles operating agreement, or the Collection Agent's certificate of incorporation or by-laws; , or (ii) any law, rule or regulation applicable law or any material contractual restriction binding on or affecting it the breach of which could reasonably be expected to have a material adverse effect on the Receivables Seller or the transaction contemplated hereby, or as may restrict or limit the assignment of Receivables of Government ObligorsCollection Agent, and do not result in or require the creation of any lien (other than pursuant hereto and pursuant to the Secondary Purchase Agreementhereto) upon or with respect to any of its their respective properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each Sale Document to which the Seller or the Collection Agent is a party has been duly executed, authorized and delivered by the Seller or the Collection Agent, as the case may be. (c) Other than the filings of the financing statements under the UCC of the jurisdictions that the Purchasers or the Administrative Agent deem necessary, all of which, on or prior to the date of the initial Purchase hereunder, will have been duly made and be in full force and effect, and other than such filings, registrations and notices as may be required under applicable law with respect to the assignment of Receivables of Government Obligors no No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Collection Agent of this Agreement or any other the Sale Document to which the Seller or the Collection Agent is a party Documents, or for the perfection of the Purchasers' Aggregate Ownership Interest in the Receivables, or exercise by the Purchaser Seller, of its the Seller's rights and remedies under this Agreement or any other the Trade Receivables Sale Document Agreement, except for the filing of the financing statements referred to be delivered hereunderin Section 6.3.4. (d) Each of this Agreement The Sale Documents, when executed and each other Sale Document to which delivered by the Seller or and the Collection Agent is a party constitutes Agent, will be the legal, valid and binding obligation of the Seller and the Collection Agent, respectively, enforceable against the Seller and the Collection Agent in accordance with their terms, except as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws relating to now or limiting hereafter in effect affecting the enforcement of creditors' rights generallygenerally and except as may be limited by general principles of equity (whether considered in a suit at law or in equity). (e) The unaudited consolidated financial statements of the Collection Agent and its subsidiaries as of July 3, 1999, copies of which have been furnished to the Purchasers, fairly present the financial condition of the Collection Agent and its subsidiaries as of such date and the consolidated results of their operations for the period ended on such date, and have been prepared in accordance with GAAP consistently applied in all material respects by the Collection Agent and its subsidiaries throughout the period involved, except as set forth in the notes thereto and there has been no material adverse change in such financial position or operations as they existed as of such date. (f) There is no pending pending, or threatened to the knowledge of the Seller, threatened, action or proceeding affecting the Seller or the Collection Agent or any of their respective its subsidiaries or properties before any court, governmental agency or arbitrator which could is reasonably be expected likely to materially adversely affect (i) the its financial condition or operations of the Seller or the Collection Agent and its subsidiaries or (ii) the its ability of the Seller or the Collection Agent to perform their its obligations under this Agreement the Sale Documents, or any other Sale Document which is reasonably likely to which it is a party or (iii) affect the legality, validity or enforceability of this Agreement or any other Sale Document to which it is a party or (iv) any Purchaser's interest in the Pool Receivables generally or in any significant portion of the Pool Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Pool Receivables generally or of any significant portion of the Pool Receivables. Neither the Seller nor the Collection Agent is in default with respect to any order of any court, arbitrator or governmental body. No Event of Termination, or event which, with the passage of time or the giving of notice, or both, would be an Event of Termination, is continuingAggregate Ownership Interest. (gf) No proceeds of any purchase or reinvestment will be used (i) for a purpose which violates, or would be inconsistent with regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which The Seller is subject to Section 13 and 14 of the Securities Exchange Act of 1934, as amended. (h) Immediately prior to a Purchase hereunder, the Seller shall be the legal and beneficial owner of the Pool Receivables free and Related Security clear of any lien, security interest, claim or encumbrance, except as created by this Agreement or the Trade Receivables Sale Agreement; upon each Purchase, the Administrative Agent, on behalf of the applicable Purchaser, will acquire a valid and perfected first priority ownership interest in the Receivables, then existing or thereafter arising and in the Collections with respect thereto (except with respect to Related Security and with respect to Receivables of Government Obligors, the transfer of which may be limited by applicable law)thereto, free and clear of any Adverse Claimlien, security interest, claim or encumbrance, except as created by this Agreement and the Secondary Purchase Agreement Trade Receivables Sale Agreement. (g) The information provided by the Seller to the Collection Agent for use in each Receivables Activity Report prepared under Section 7.4 and all written information and Sale Documents furnished or to be furnished at any time by the documents entered into Seller to the Administrative Agent in connection herewith and therewith. This with this Agreement is effective toor will be accurate in all material respects as of their respective dates, and shall, upon each purchase no such document will contain any untrue statement of a material fact or reinvestment, transfer will omit to each Purchaser state a material fact necessary to make any such statement not materially misleading. (h) Each Receivables Activity Report and each Purchaser shall acquire from any other report prepared by the Seller) a valid and perfected first priority undivided percentage ownership interest to the extent of such Purchaser's Receivable Interest in each Pool Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, except as may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, free and clear of any Adverse Claim, except as created by this Agreement and the Secondary Purchase Agreement and the documents entered into in connection herewith and therewith. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Collection Agent pursuant to this Agreement will be accurate in all material respects as of its date, and no such document will contain any untrue statement of a material fact or will omit to state a material fact necessary to make any such report not materially misleading. (i) The chief place of business and chief executive office of the Seller and the Secondary Purchase Agreement office where the Seller keeps its records concerning the Receivables and those filed the chief place of business and chief executive offices of the Originators and the offices where the Originators keep their records concerning the Receivables are located at the addresses specified on Schedule E. (j) The names and addresses of the Lock-Box Banks and Blocked Account Banks, together with the account numbers of each related Lock-Box and Blocked Account are specified in Schedule C and Schedule D hereto (or at such other Lock-Box Banks or Blocked Account Banks as have been notified to the Administrative Agent). (k) The Parent, the Seller and DSRM are treating the conveyance of the Aggregate Ownership Interest in the Receivables and the Collections under the Sale Documents as a sale for purposes of generally accepted accounting principles. (l) Each Plan is in compliance with all of the applicable material provisions of ERISA and each Plan intended to be qualified under Section 401(a) of the Code is so qualified. No Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. Neither the Seller nor any ERISA Affiliate: (i) has incurred or expects to incur any liability under Title IV of ERISA, with respect to any Plan, which could give rise to a lien in favor of the Seller pursuant PBGC, other than liability for the payment of premiums, all of which have been timely paid when due in accordance with Section 4007 of ERISA, (ii) has incurred or expects to incur any withdrawal liability, within the meaning of Section 4201 of ERISA, (iii) is subject to any lien under Section 412(n) of the Code or Sections 302(f) or 4068 of ERISA or arising out of any action brought under Sections 4070 or 4301 of ERISA, or (iv) is required to provide security to a Transfer AgreementPlan under Section 401(a)(29) of the Code. Upon the filing The PBGC has not instituted proceedings to terminate any Plan or to appoint a trustee or administrator of UCC-1 financing statements naming the Administrative Agent as secured party any such Plan and the Seller as debtor, the Administrative Agent, as agent for the Purchasers, shall have a first priority perfected security interest in the Pool Receivables, Related Security and Collections, no circumstances exist that constitute grounds under Section 4042 of ERISA to the extent of each Purchaser's Receivable Interest, to the extent a security interest in commence any such items of property can be perfected under the UCCproceedings. (im) Prior to a transfer pursuant to a Transfer the Trade Receivables Sale Agreement, the related Originator DSRM shall be the legal and beneficial owner of the Receivables and the Related Security sold by DSRM to the Seller pursuant to such Transfer the Trade Receivables Sale Agreement free and clear of any Adverse Claim. Each lien, security interest or encumbrance except as created by the Transfer Agreement, and the Trade Receivables Sale Agreement is effective to, and shall, upon the creation of a Receivable owing to such Originator party to such Transfer Agreement, transfer to the Seller (and the Seller shall acquire) from such Originator DSRM all right, title and interest of such Originator DSRM in each such Receivable and in the Related Security and Collections with respect thereto, except as may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, thereto free and clear of any Adverse Claimlien, security interest or encumbrance except as contemplated by this Agreement and the Secondary Purchase Agreement. (j) Each Investor Report (if prepared created by the Seller, an Originator or one of their Affiliates, or to the extent that information contained therein is supplied by the Seller, an Originator or an Affiliate), information, exhibit, financial statement, document, book, record or report (other than projections prepared in good faith) furnished or to be furnished at any time by a Responsible Officer of the Seller or an Originator to the Administrative Agent or the Purchasers in connection with this Agreement was, is, or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent or the Purchasers, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (k) The principal places of business and chief executive offices of the Seller and the Originators, and the office where the Seller keeps its records concerning the Receivables are, as of the date hereof, located at the addresses referred to in Section 11.02 and on Schedule V hereof, respectively. (l) The names and addresses of all Lock-Box Banks, Depositary Banks and Concentration Banks, together with the account numbers of the Lock-Box Accounts, the Depositary Accounts and the Concentration Accounts of the Seller and the Originators at such Lock-Box Banks, such Depositary Banks and such Concentration Banks, are, as of the date hereof, specified in Schedule I hereto, Schedule II hereto and Schedule III hereto, respectively (or at such other Lock-Box Banks, Depositary Banks or Concentration Banks and/or with such other Lock-Box Accounts, Depositary Accounts or Concentration Accounts as have been notified to the Administrative Agent and the Purchasers in writing in accordance herewith). (m) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables hereunder, and each Purchase by the Seller from an Originator of a Receivable under the Transfer Agreement to which such Originator is a party, will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amendedAgreement. (n) Each Pool of Originators have complied in all material respects with the Credit and Collection Policies with respect to any Receivable at sold by DSRM to the time it first becomes covered by a Receivable Interest, shall be an Eligible Receivable. Each Pool Receivable used in computing Seller pursuant to the Net Trade Receivables Pool Balance shall, at the time of such computation, be an Eligible Receivable. No event has occurred which materially and adversely affects the collectibility of the Pool Receivables generally or the collectibility of a significant portion of the Pool ReceivablesSale Agreement. (o) No event has occurred which could reasonably be expected to materially adversely affect the operations of the Seller or the Collection Agent and its subsidiaries considered on a consolidated basis as it existed as of July 3, 1999 or the ability of the Seller or the Collection Agent to perform its duty to collect the Pool Receivables or the ability of the Seller or the Collection Agent to perform its obligations under this Agreement or any other Sale Document to which it is a party. (p) With respect to each Receivable sold by an Originator DSRM to the Seller and included in a Receivables PoolSeller, the Seller shall have paid or promised to pay to such Originator DSRM at the time of such sale an amount equal to reasonably equivalent value in consideration of the Outstanding Balance transfer of such Receivable. (qp) The Seller Collection Agent (i) has completed a review and each Originator assessment of all computer applications (including, but not limited to those of its suppliers, vendors, customers and any third party servicers), which are treating related to or involved in the conveyance origination, collection, management or servicing of the Receivables Interest in (the Receivables, the Related Security and the Collections under this Agreement and each sale of a "Receivable under the Transfer Agreements, respectively, as a sale for purposes of GAAP. (r) Neither the Seller nor the Collection Agent has extended or modified the terms of any Pool Receivable or the invoice under which any such Pool Receivable arose except in accordance with the Credit and Collection Policy. (s) The obligations of the Seller hereunder to make payment in respect of fees payable to the Purchasers, deemed Collections under Section 2.04(dSystems") and indemnities rank at least equally with Debt of the Seller which is not contractually subordinated. (tii) Neither the Seller nor the Collection Agent has granted determined that such Receivable Systems are (or will be on or before November 30, 1999) able to recognize and perform properly date-sensitive functions involving certain dates prior to and any Person dominion and control of any Lock-Box Accountdate after December 31, Depositary Account or Concentration Account, or the right to take dominion and control of any Lock-Box Account, Depositary Account or Concentration Account at a future time or upon the occurrence of a future event. 1999 (u) The transactions under this Agreement and the other Sale Documents executed and delivered by the Seller do not and will not render the Seller not Solvent. (v) The Seller and the Collection Agent have filed or caused to be filed all tax returns which, to their knowledge, are required to be filed or has filed timely extensions therefor"Year 2000 Compliant"). The Seller costs of all assessment, remediation, testing and the Collection Agent have paid all taxes and all assessments made against them or any of its property when due and payable (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect integration related to which reserves in accordance with GAAP have been provided on the books of the Seller or the Collection Agent, as the case may be), and no tax lien has been filed and, to the Seller's or the Collection Agent's knowledge, no claim is being asserted, with respect to any such tax, fee or other charge, provided, that, with respect to the Collection Agent (if Georgia-Pacific), the amount of such claim is at least $75,000,000. (w) Since April 15, 1999, there have been no changes to the Credit and Collection Policy which could reasonably be expected to plan for becoming Year 2000 Compliant will not have materially and adversely affect the collectibility of any Receivable. (x) Neither the Seller nor Receivables or the Collection Agent is an "investment company" business or a company controlled by an "investment company" within the meaning operations of the Investment Company Act of 1940, as amended. (y) The Seller and the Collection Agent shall have reviewed areas within its business and operations which could be adversely affected by, and have developed a plan (a "Year 2000 Plan") to address on a timely basis, the Year 2000 Problem. The Seller and the Collection Agent shall take all actions necessary to meet the schedule and goals of its Year 2000 Plan, and do not anticipate that the Year 2000 Problem will have a material adverse effect on the transaction. Upon discovery by the Seller, the Collection Agent, any Purchaser DSRM or the Administrative Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the othersParent.

Representations and Warranties of the Seller and the Collection Agent. Each of the Seller and the Collection Agent makes, with respect to itself, the following representations and warranties to each Purchaser and the Administrative Agent on the date of each Purchase and on the date of each reinvestment as follows: (a) It is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business or the ownership of its properties requires it to be so qualified except where the failure to be so qualified could would reasonably be expected to (i) have a Material Adverse Effect or (ii) materially adversely affect its ability to perform its obligations hereunder or under any Transfer Agreement or the Secondary Purchase Agreement. As of the date hereof, Georgia-Pacific owns directly or indirectly 100% of the issued and outstanding common stock of the Seller. (b) The execution, delivery and performance by the Seller and the Collection Agent of the Sale Documents to which it is a party, and the Seller's ’s use of the proceeds of purchases and reinvestments, are within its corporate powers, have been duly authorized by all necessary corporate action, do not contravene or violate (i) its certificate of incorporation or articles of incorporation or by-laws; or (ii) any law, rule or regulation or any contractual restriction binding on or affecting it the breach of which could reasonably be expected to have a material adverse effect on the Receivables or the transaction contemplated hereby, or as may restrict or limit the assignment of Receivables of Government Obligors, and do not result in or require the creation of any lien (other than pursuant hereto and pursuant to the Secondary Purchase Agreement) upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each Sale Document to which the Seller or the Collection Agent is a party has been duly executed, authorized and delivered by the Seller or the Collection Agent, as the case may be. (c) Other than the filings of the financing statements under the UCC of the jurisdictions that the Purchasers or the Administrative Agent deem necessary, all of which, on or prior to the date of the initial Purchase hereunder, will have been duly made and be in full force and effect, and other than such filings, registrations and notices as may be required under applicable law with respect to the assignment of Receivables of Government Obligors no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller or the Collection Agent of this Agreement or any other Sale Document to which the Seller or the Collection Agent is a party or for the perfection of or exercise by the Purchaser of its rights and remedies under this Agreement or any other Sale Document to be delivered hereunder. (d) Each of this Agreement and each other Sale Document to which the Seller or the Collection Agent is a party constitutes the legal, valid and binding obligation of the Seller and the Collection Agent, respectively, enforceable against the Seller and the Collection Agent in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' ’ rights generally. (e) The unaudited consolidated financial statements of the Collection Agent and its subsidiaries as of July January 3, 19992004,1, 2005, copies of which have been furnished to the Purchasers, fairly present the financial condition of the Collection Agent and its subsidiaries as of such date and the consolidated results of their operations for the period ended on such date, and have been prepared in accordance with GAAP consistently applied in all material respects by the Collection Agent and its subsidiaries throughout the period involved, except as set forth in the notes thereto and since such date there has been occurred no material adverse change in such financial position event or operations as they existed as of such datecondition which would reasonably be expected to have a Material Adverse Effect. (f) There is no pending or threatened action or proceeding affecting the Seller or the Collection Agent or any of their respective subsidiaries or properties before any court, governmental agency or arbitrator which could would reasonably be expected to materially adversely affect have (i) the financial condition or operations of the Seller or the Collection Agent and its subsidiaries a Material Adverse Effect or (ii) the ability of the Seller or the Collection Agent to perform their obligations under this Agreement or any other Sale Document to which it is a party or material adverse effect upon (iii) the legality, validity or enforceability of this Agreement or any other Sale Document to which it is a party or (iv1) any Purchaser's ’s interest in the Pool Receivables generally or in any significant portion of the Pool Receivables, the Related Security or the Collections with respect thereto, or (v2) the collectibility of the Pool Receivables generally or of any significant portion of the Pool Receivables, or (3) the ability of the Seller or the Collection Agent to perform its respective obligations under this Agreement or any other Sale Document to which it is a party. Neither the Seller nor the Collection Agent is in default with respect to any order of any court, arbitrator or governmental body. No Event of Termination, or event which, with the passage of time or the giving of notice, or both, would be an Event of Termination, is continuing. (g) No proceeds of any purchase or reinvestment will be used (i) for a purpose which violates, or would be inconsistent with regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 and 14 of the Securities Exchange Act of 1934, as amended. (h) Immediately prior to a Purchase hereunder, the Seller shall be the legal and beneficial owner of the Pool Receivables and Related Security with respect thereto (except with respect to Related Security and with respect to Receivables of Government Obligors, to the transfer transferextent that the rights of which whichthe Seller, as the assignee thereof, may be limited by applicable law), free and clear of any Adverse Claim, except as created by this Agreement and the Secondary Purchase Agreement and the documents entered into in connection herewith and therewith. This Agreement is effective to, and shall, upon each purchase or reinvestment, transfer to each Purchaser (and each Purchaser shall acquire from the Seller) a valid and perfected first priority undivided percentage ownership interest to the extent of such Purchaser's ’s Receivable Interest in each Pool Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, except as may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, free and clear of any Adverse Claim, except as created by this Agreement and the Secondary Purchase Agreement and the documents entered into in connection herewith and therewith. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent pursuant to this Agreement and the Secondary Purchase Agreement and those filed in favor of the Seller pursuant to a Transfer Agreement. Upon the filing of UCC-1 financing statements naming the Administrative Agent as secured party and the Seller as debtor, the Administrative Agent, as agent for the Purchasers, shall have a first priority perfected security interest in the Pool Receivables, Related Security and Collections, to the extent of each Purchaser's ’s Receivable Interest, to the extent a security interest in such items of property can be perfected under the UCC. (i) Prior to a transfer pursuant to a Transfer Agreement, the related Originator shall be the legal and beneficial owner of the Receivables and the Related Security sold to the Seller pursuant to such Transfer Agreement free and clear of any Adverse Claim. Each Transfer Agreement is effective to, and shall, upon the creation of a Receivable owing to such Originator party to such Transfer Agreement, transfer to the Seller (and the Seller shall acquire) from such Originator all right, title and interest of such Originator in each such Receivable and in the Related Security and Collections with respect thereto, except asto the extent that the rights of the Seller, as the assignee thereof, may be limited by applicable law with respect to the Related Security and with respect to Receivables of Government Obligors, free and clear of any Adverse Claim, except as contemplated by this Agreement and the Secondary Purchase Agreement. (j) Each Daily Activity Report, Interim Activity Report and Investor Report (if prepared by the Seller, an Originator or one of their Affiliates, or to the extent that information contained therein is supplied by the Seller, an Originator or an Affiliate), information, exhibit, financial statement, document, book, record or report (other than projections prepared in good faith) furnished or to be furnished at any time by a Responsible Officer of the Seller or an Originator to the Administrative Agent or the Purchasers in connection with this Agreement was, is, or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Administrative Agent or the Purchasers, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (k) The principal places of business and chief executive offices As of the Seller date hereof, (i) the Seller’s jurisdiction of incorporation is the State of Delaware, (ii) the jurisdiction of incorporation or formation of each of the Originators is as stated in the related Transfer Agreement and the Originators, and (iii) the office where the Seller keeps its records concerning the Receivables are, as of the date hereof, is located at the addresses address referred to in Section 11.02 and on Schedule V hereof, respectively. (l) The names and addresses of all Lock-Box Banks, Depositary Banks and Concentration Depositary Banks, together with the account numbers of the Lock-Box Accounts, the Depositary Accounts and the Concentration Depositary Accounts of the Seller and the Originators at such Lock-Box Banks, such Depositary Banks and such Concentration Depositary Banks, are, as of the date hereof, specified in Schedule I hereto, Schedule II hereto and Schedule III II hereto, respectively (or at such other Lock-Box Banks, Depositary Banks or Concentration Depositary Banks and/or with such other Lock-Box Accounts, Depositary Accounts or Concentration Depositary Accounts as have been notified to the Administrative Agent and the Purchasers in writing in accordance herewith). (m) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables hereunder, and each Purchase by the Seller from an Originator of a Receivable under the Transfer Agreement to which such Originator is a party, will constitute (i) a "“current transaction" ” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (n) Each Pool Receivable at the time it first becomes covered by a acharacterized in any Investor Report or other written statement made by or on behalf of the Seller as an Eligible Receivable InterestInterestis, shall be beas of the date of such Investor Report or other statement, an Eligible Receivable. Each Pool Receivable used in computing the Net Receivables Pool Balance shall, at the time of such computation, be an Eligible Receivable. No event has occurred which materially and adversely affects the collectibility of the Pool Receivables generally or the collectibility of a significant portion of the Pool Receivables. (o) No event has occurred which could would reasonably be expected to (i) have a Material Adverse Effect since the date of the most recent annual report provided to the Purchasers by the Seller pursuant to Section 5.01(j)(ii) or (ii) materially adversely affect the operations of the Seller or the Collection Agent and its subsidiaries considered on a consolidated basis as it existed as of July 3, 1999 or the ability of the Seller or the Collection Agent to perform its duty to collect the Pool Receivables or the ability of the Seller or the Collection Agent to perform its obligations under this Agreement or any other Sale Document to which it is a party. (p) With respect to each Receivable sold by an Originator to the Seller and included in a Receivables Pool, the Seller shall have paid or promised to pay to such Originator at the time of such sale an amount equal to the Outstanding Balance Balance“Purchase Price” of such ReceivableReceivable under, and as defined in, the applicable Transfer Agreement, which “Purchase Price” constitutes fair consideration and reasonably equivalent value. (q) The Seller and each Originator are treating the conveyance of the Receivables Interest in the Receivables, the Related Security and the Collections under this Agreement and each sale of a Receivable under the Transfer Agreements, respectively, Agreement to which the Seller and such Originator are a party as a sale for purposes of GAAP. Georgia-Pacific will present on each consolidated balance sheet of Georgia-Pacific and its subsidiaries each such Receivable outstanding as of the date of such balance sheet. (r) Neither the Seller nor the Collection Agent has extended or modified the terms of any Pool Receivable or the invoice under which any such Pool Receivable arose except in accordance with the Credit and Collection Policy. (s) The obligations of the Seller hereunder to make payment in respect of fees payable to the Purchasers, deemed Collections under Section 2.04(d) and indemnities rank at least equally with Debt of the Seller which is not contractually subordinated. (t) Neither the Seller nor the Collection Agent has granted any Person dominion and control of any Lock-Box Account, Depositary Account or Concentration Depositary Account, or the right to take dominion and control of any Lock-Box Account, Depositary Account or Concentration Depositary Account at a future time or upon the occurrence of a future event. (u) The transactions under this Agreement and the other Sale Documents executed and delivered by the Seller do not and will not render the Seller not Solvent. (v) The Seller and the Collection Agent have filed or caused to be filed all tax returns which, to their knowledge, are required to be filed or has filed timely extensions therefor. The Seller and the Collection Agent have paid all taxes and all assessments made against them or any of its property when due and payable (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Seller or the Collection Agent, as the case may be), and no tax lien has been filed and, to the Seller's ’s or the Collection Agent's ’s knowledge, no claim is being asserted, with respect to any such tax, fee or other charge, provided, that, with respect to the Collection Agent (if Georgia-Pacific), the amount of such claim is at least $75,000,000. (w) Since April 15December 28, 19992002, there have been no changes to the Credit and Collection Policy which could reasonably be expected to have materially adversely affect the collectibility of any Receivable. (x) Neither the Seller nor the Collection Agent is an "“investment company" ” or a company controlled by an "“investment company" ” within the meaning of the Investment Company Act of 1940, as amended. (y) The Seller is treating the conveyance of the Receivable Interests and the Collection Agent shall have reviewed areas within its business and operations which could be adversely affected by, and have developed a plan Related Security as indebtedness for purposes of Federal income taxation. (a "Year 2000 Plan"z) to address on a timely basis, the Year 2000 Problem. The Seller and the Collection Agent shall take all actions necessary to meet the schedule and goals of its Year 2000 Plan, and do not anticipate that the Year 2000 Problem will have a material adverse effect on the transactionhas no subsidiaries. Upon discovery by the Seller, the Collection Agent, any Purchaser or the Administrative Agent of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.