Common use of Proposed Receivables Clause in Contracts

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable is accurate in all respects as of its date and the Purchase Date, as applicable, (C) Purchaser has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Each Purchase Request and the related Purchase Date for such includes, in respect of each Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list statement of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount (s) due in respect thereof thereof, the Anticipated Payment Date (if any) 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, (A) all . All information contained in each Purchase Request is accurate in all respect, (B) respects. The information regarding each invoice related to such Proposed Receivable submitted by a Seller is accurate in all material respects as of its date date, and does not and will not omit to state a fact necessary in order to make the Purchase Dateinformation contained therein, as applicablein light of the circumstances under which they were made, (C) 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 requested by Purchaser, (D) none 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), (E) each of the . Each Proposed Receivables 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 the such Purchased ReceivablesReceivable, subject tosubject, 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, (F) neither 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 included within giving rise to any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each . 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 and (H) 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 or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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 As of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable submitted by Seller is accurate in all respects as of its date and the Purchase Date, as applicabledate, (C) Purchaser has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), ) (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, as to enforceability, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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 DateDate to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable is accurate in all respects as of its date and the Purchase Date, as applicable, (C) the applicable Purchaser to whom such Proposed Receivables have been offered, has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof and (H) Seller 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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 DateDate to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable is accurate in all respects as of its date and the Purchase Date, as applicable, (C) the applicable Purchaser to whom such Proposed Receivables have been offered, has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller Originator nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof and (H) Seller 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the The information contained in the applicable each Purchase Request in respect of such each Proposed Receivable on the applicable Purchase Date is a true and correct 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 due in respect thereof thereof, the date and term in respect thereof, the Anticipated Payment Date (if any) 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, (A) all . All information contained in each Purchase Request is accurate in all respect, (B) material respects. The information regarding each invoice related to such Proposed Receivable submitted by a Seller is accurate in all material respects as of its date date, and does not and will not omit to state a fact necessary in order to make the Purchase Dateinformation contained therein, as applicablein light of the circumstances under which they were made, (C) not misleading. Purchaser has received true and correct copies of all the relevant documentation relating to each of the Proposed Receivables requested by Purchaser, (D) none . 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), (E) each . Each of the Proposed 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 Seller Sellers the amount of the Purchased Receivables, subject tosubject, 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, (F) neither rights and equitable principles. Neither any Seller nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each 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 or Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof and (H) Seller has thereof. 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 any Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.

Proposed Receivables. 8 743430296 16500839 (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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 DateDate to any Purchaser, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable is accurate in all respects as of its date and the Purchase Date, as applicable, (C) the applicable Purchaser to whom such Proposed Receivables have been offered, has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller Originator nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently thereof and (H) Seller 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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. (iii) Each Proposed Receivable (A) arises under a Contract between 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 Seller’s rights to payment under such agreement and (C) 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.

Proposed Receivables. (i) With respect to each transfer of Receivables hereunder, as of the date of the applicable Purchase Request and the related Purchase Date for such Proposed Receivable, the information contained in the applicable Purchase Request in respect of such Proposed Receivable on the applicable Purchase Date is a true and correct list of the Account Debtor’s name, the purchase order numbers, the invoice numbers, the Net Invoice Amount due in respect 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, (A) all information contained in each Purchase Request is accurate in all respect, (B) each invoice related to such Proposed Receivable is accurate in all respects as of its date and the Purchase Date, as applicable, (C) Purchaser has received true and correct copies of all the relevant documentation relating to each of the Proposed 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), (E) each of the Proposed 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 Seller the amount of the Purchased Receivables, subject to, bankruptcy, insolvency, reorganization, arrangement, moratorium and other laws of general applicability relating to or affecting creditors’ rights, (F) neither Seller nor any Account Debtor is in default in the performance of any of the provisions of the documentation applicable to its transactions included within any Proposed Receivables, including any of the Contracts relating to such Proposed Receivables, (G) each Proposed Receivable and the Contract and sale terms related thereto are not subject to any Dispute, whether arising out of the transactions contemplated by this Agreement or independently 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 Seller’s or Originator’s fulfillment of any further obligation. (ii) 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 such 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.,