{"id":41244,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/receivables-purchase-agreement-dell-direct-sales-l-p-and-dell.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"receivables-purchase-agreement-dell-direct-sales-l-p-and-dell","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/receivables-purchase-agreement-dell-direct-sales-l-p-and-dell.html","title":{"rendered":"Receivables Purchase Agreement &#8211; Dell Direct Sales L.P. and Dell Receivables L.P."},"content":{"rendered":"<pre>    \n                                                                EXECUTION COPY\n\n                         RECEIVABLES PURCHASE AGREEMENT\n\n                                     between\n\n                        DELL DIRECT SALES L.P., as Seller\n\n                                       and\n\n                       DELL RECEIVABLES L.P., as Purchaser\n\n                          Dated as of November 21, 1995\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                           Page\n                                                                           ----\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\nSECTION 1.01.  Definitions..................................................  2\nSECTION 1.02.  Other Definitional Provisions................................  2\nSECTION 1.03.  Computation of Time Periods..................................  3\n\n\n                                   ARTICLE II\n\n                        PURCHASE AND SALE OF RECEIVABLES\n\nSECTION 2.01.  Purchase and Sale of Receivables.............................  4\nSECTION 2.02.  Payment of Purchase Price....................................  4\n\n\n                                   ARTICLE III\n\n                    CONDITIONS TO EFFECTIVENESS AND PURCHASES\n\nSECTION 3.01.     Transfer Date.............................................  5\nSECTION 3.02.     Conditions Precedent to All Purchases.....................  6\n\n\n                                   ARTICLE IV\n\n                         REPRESENTATIONS AND WARRANTIES\n\nSECTION 4.01.     Representations and Warranties of the Seller..............  8\nSECTION 4.02.     Representations and Warranties of the Purchaser........... 11\nSECTION 4.03.     Obligations Unaffected.................................... 12\n\n                                    ARTICLE V\n\n                                    COVENANTS\n\nSECTION 5.01.     Affirmative Covenants of the Seller....................... 14\nSECTION 5.02.     Reporting Requirements of the Seller...................... 17\nSECTION 5.03.     Negative Covenants of the Seller.......................... 18\nSECTION 5.04.     Affirmative Mutual Covenant............................... 19\nSECTION 5.05.     Grant of Security Interest................................ 19\n\n\n\n\n                                        i\n\n\n\n                                                                           Page\n                                                                           ----\n\n                                   ARTICLE VI\n\n                              EVENTS OF TERMINATION\n\n<font size=\"2\">SECTION 6.01.  Termination.................................................. 21\n\n                                   ARTICLE VII\n\n                                 INDEMNIFICATION\n\nSECTION 7.01.  Indemnification.............................................. 23\n\n                                  ARTICLE VIII\n\n                                  MISCELLANEOUS\n\nSECTION 8.01.  Further Assurances........................................... 25\nSECTION 8.02.  Payments..................................................... 25\nSECTION 8.03.  Costs and Expenses........................................... 25\nSECTION 8.04.  Binding Effect; Assignability................................ 26\nSECTION 8.05.  Governing Law, Jurisdiction, Consent to\n               Service of Process........................................... 27\n\nSECTION 8.06.  No Waiver; Cumulative Remedies............................... 27\nSECTION 8.07.  Amendments and Waivers....................................... 27\nSECTION 8.08.  Severability................................................. 28\nSECTION 8.09.  Notices...................................................... 28\nSECTION 8.10.  Counterparts................................................. 28\nSECTION 8.11.  Construction of Agreement as Security\n               Agreement.................................................... 28\n\nSECTION 8.12.  Termination.................................................. 28\nSECTION 8.13.  Third Party Beneficiary...................................... 29\nSECTION 8.14.  The Seller's Obligations..................................... 29\n\n\n                                       ii\n\n\n\n<\/font>                  RECEIVABLES PURCHASE AGREEMENT, dated as of November 21, 1995,\nby and between Dell Direct Sales L.P., a Texas limited partnership (in its\ncapacity as seller hereunder, the 'Seller') and Dell Receivables L.P., a Texas\nlimited partnership (the 'Purchaser').\n\n                  WHEREAS, the Seller desires to sell to the Purchaser, and the\nPurchaser desires to buy from the Seller, on the date hereof and from time to\ntime hereafter, all of the Seller's right, title and interest in, to and under\nthe Receivables existing on the date hereof or hereafter created; and\n\n                  WHEREAS, all of the partnership interests in both the Seller\nand the Purchaser are held indirectly by Dell Computer Corporation ('Dell') and\nall of the shares of the Purchaser are owned indirectly by Dell; and\n\n                  WHEREAS, pursuant to that certain Pooling and Servicing\nAgreement, dated of even date herewith (the 'Pooling and Servicing Agreement'),\namong the Purchaser, Dell USA L.P. (the 'Servicer') and Norwest Bank Minnesota,\nNational Association, as trustee (the 'Trustee'), the Purchaser has agreed to\ntransfer to the Trust created pursuant to the Pooling and Servicing Agreement,\nfor the benefit of the Certificateholders referred to therein, all of its right,\ntitle and interest in, to and under the Receivables;\n\n                  NOW, THEREFORE, in consideration of the premises and the\nmutual covenants herein contained, the parties hereto agree as follows:\n\n\n\n\n\n\n\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n                  SECTION 1.01. Definitions. Capitalized terms used herein but\nnot otherwise defined herein shall have the meanings set forth in the Pooling\nand Servicing Agreement. In addition, the term 'Agreement' shall mean this\nReceivables Purchase Agreement, as the same may from time to time be amended,\nsupplemented or otherwise modified. The following capitalized terms shall have\nthe following meanings:\n\n                  'Early Termination' shall have the meaning specified in\nSection 6.01.\n\n                  'Effective Period' shall mean the period beginning on the\nTransfer Date and terminating on (i) the earliest of (a) the close of business\non the Business Day on which a Termination Event occurs, (b) the close of\nbusiness on the Business Day immediately preceding the day on which any Early\nAmortization Event occurs and (c) the close of business on the Business Day\nimmediately preceding the day on which the Amortization Period for the last\noutstanding Series begins or (ii) such later date as is agreed to by the Seller\nand the Purchaser.\n\n                  'Purchase Date' shall have the meaning specified in\nSection 2.02.\n\n                  'Purchase Percentage' shall mean initially 98%; provided,\nhowever, that the Purchase Percentage may change from time to time, on a basis\nconsistent with that used to establish the initial Purchase Percentage, to\nreflect historic loss experience of the Seller's accounts receivable portfolio\nand prevailing interest rates, as agreed upon by the Seller and the Purchaser.\n\n                  'Purchase Price' shall have the meaning specified in\nSection 2.02.\n\n                  'Termination Event' shall have the meaning specified in\nSection 6.01.\n\n                  'Transfer Date' shall have the meaning specified in\nSection 3.01.\n\n                  SECTION 1.02.     Other Definitional Provisions.  (a)  All\nterms defined in this Agreement shall have the defined meanings\nwhen used in any certificate or other document made or delivered\npursuant hereto unless otherwise defined therein.\n\n                  (b) As used herein and in any certificate or other document\nmade or delivered pursuant hereto, accounting terms not defined in this\nAgreement, and accounting terms partly defined in this Agreement to the extent\nnot completely defined, shall have the respective meanings given to them under\ngenerally accepted\n\n\n\n                                       2\n\n\n\n\n\n\naccounting principles in effect from time to time. To the extent that the\ndefinitions of accounting terms herein are inconsistent with the meanings of\nsuch terms under generally accepted accounting principles, the definitions\ncontained herein shall control.\n\n                  (c) The words 'hereof', 'herein' and 'hereunder' and words of\nsimilar import when used in this Agreement shall refer to this Agreement as a\nwhole and not to any particular provision of this Agreement; and Section,\nSchedule and Exhibit references contained in this Agreement are references to\nSections, Schedules and Exhibits in or to this Agreement unless otherwise\nspecified; and the term 'including' shall mean 'including without limitation'.\n\n                  SECTION 1.03. Computation of Time Periods. Unless otherwise\nstated in this Agreement, in the computation of a period of time from a\nspecified date to a later specified date, the word 'from' shall mean 'from and\nincluding' and the words 'to' and 'until' shall mean 'to but excluding'.\n\n\n\n                                       3\n\n\n\n\n\n\n                                   ARTICLE II\n\n                        PURCHASE AND SALE OF RECEIVABLES\n\n                  SECTION 2.01.     Purchase and Sale of Receivables.  Subject\nto the terms and conditions of this Agreement, the Seller agrees to sell to the\nPurchaser, and the Purchaser agrees to purchase from the Seller, during the\nEffective Period, all right, title and interest of the Seller in, to and under\nall Receivables now existing or hereafter created, including, without\nlimitation, all monies due and to become due thereunder, and all amounts\nreceived with respect thereto and all proceeds thereof.\n\n                  SECTION 2.02. Payment of Purchase Price. (a) On the Transfer\nDate, the Seller shall sell to the Purchaser, and the Purchaser shall purchase\nfrom the Seller, all of the Seller's right, title and interest in, to and under\nall Receivables existing at the close of business on the Business Day preceding\nthe Transfer Date for a payment consisting of $42,552,700.75 multiplied by the\nPurchase Percentage.\n\n                  (b) On each Business Day during the Effective Period, the\nSeller shall determine the Receivables arising over the course of the preceding\nBusiness Day, which Receivables shall be deemed available for purchase by the\nPurchaser on such day (each, a 'Purchase Date'). To the extent that any sale of\nReceivables is not reflected in the Daily Report, such Receivables will\nnevertheless be deemed sold to the Purchaser in every respect and all of the\nSeller's rights, title and interest in, to and under such Receivables will be\ndeemed to have been sold to the Purchaser.\n\n                  (c) The purchase price payable to the Seller for the\nReceivables to be purchased on any Purchase Date shall be an amount equal to the\nproduct of (i) the aggregate Outstanding Balance of all Receivables determined\npursuant to paragraph (b) above and (ii) the Purchase Percentage (such amount,\nthe 'Purchase Price').\n\n                  (d) The Purchase Price shall be paid to the Seller in\nimmediately available funds to the extent of funds available to the Purchaser.\nThe excess, if any, of the Purchase Price over the payment therefor set forth in\nclause (a) or (c) above, as the case may be, shall be deemed to be a loan by the\nSeller to the Purchaser (a 'Subordinated Loan'), evidenced by the Subordinated\nNote of the Purchaser substantially in the form attached hereto as Exhibit A.\n\n\n                                       4\n\n\n\n                                   ARTICLE III\n\n                    CONDITIONS TO EFFECTIVENESS AND PURCHASES\n\n                  SECTION 3.01. Transfer Date. This Agreement is effective on\nNovember 21, 1995. No purchase hereunder shall occur until November 30, 1995 or\nsuch other date agreed upon by the parties in writing (the 'Transfer Date') on\nor before which the following conditions precedent shall have been satisfied:\n\n                  (a) There shall have been delivered to the Purchaser\nfile-stamped copies of the financing statements relating to the Receivables,\nnaming the Seller as seller\/debtor, the Purchaser as purchaser\/secured party, or\nother similar instruments or documents, as may be necessary or, in the opinion\nof the Purchaser, desirable under the UCC of any appropriate jurisdiction or\nother applicable law to perfect the Purchaser's ownership of and first priority\nsecurity interest in the Receivables, that were duly filed on or prior to the\nTransfer Date with the Secretary of State of the State of Texas or other\nappropriate official.\n\n                  (b) There shall have been delivered to the Purchaser a copy of\nthe limited partnership agreement of the Seller, certified by the secretary or\nan assistant secretary of the general partner of the Seller as of a recent date.\n\n                  (c) There shall have been delivered to the Purchaser a\ncertificate of the Secretary of State of the State of Texas as to the documents\nrelating to the Seller which are on file in the office of such Secretary of\nState.\n\n                  (d) There shall have been delivered to the Purchaser a\ncertificate of the secretary or an assistant secretary of the general partner of\nthe Seller, dated the Transfer Date, certifying (i) that attached thereto is a\ntrue and complete copy of resolutions adopted by the board of directors of the\ngeneral partner of the Seller authorizing the transactions contemplated by this\nAgreement and the execution, delivery and performance of this Agreement, the\nPooling and Servicing Agreement and any other documents required or contemplated\nhereunder, (ii) that the limited partnership agreement of the Seller has not\nbeen amended since the date of the certified copy furnished pursuant to clause\n(b) above and (iii) the names and true signatures of the officers of the general\npartner of the Seller authorized to execute this Agreement, the Pooling and\nServicing Agreement and any other documents contemplated hereunder, and\nappropriately evidencing the incumbency of such secretary or assistant\nsecretary.\n\n                  (e) There shall have been delivered to the Purchaser certified\ncopies of Requests for Information or Copies (Form UCC- 11) (or a similar search\nreport certified by a party acceptable to the Purchaser), dated a date\nreasonably near to the date of such Transfer Date, listing all effective\nfinancing statements (including those referred to in Section 3.01(a) which name\nthe\n\n\n\n                                       5\n\n\n\nSeller (under its present name and any previous name) as debtor and which are\nfiled in the jurisdictions in which filings were made pursuant to Section\n3.01(a), together with copies of such financing statements (none of which\n(except those filed pursuant to Section 3.01(a) shall cover any property which\nmay be Receivables or Collections).\n\n                  (f) There shall have been delivered to the Purchaser copies of\nproper Financing Statements (Form UCC-3), if any, necessary to release all\nsecurity interests and other rights of any Person in the Receivables previously\ngranted by the Seller.\n\n                  (g) There shall have been delivered to the Purchaser a Dell\nCollection Account Letter substantially in the form of Exhibit C to the Pooling\nand Servicing Agreement, in respect of each Dell Collection Account maintained\nby the Servicer, duly acknowledged by the bank holding such Dell Collection\nAccount.\n\n                  (h) There shall have been delivered to the Purchaser favorable\nopinions of Baker &amp; Botts, L.L.P., counsel for the Seller, and of Thomas B.\nGreen, General Counsel of the Seller, each in form and substance reasonably\nacceptable to the Purchaser.\n\n                  (i) There shall have been delivered to the Seller a\ncertificate of the secretary or assistant secretary of the general partner of\nthe Purchaser, dated the Transfer Date, certifying (i) that attached thereto is\na true and complete copy of resolutions adopted by the board of directors of the\ngeneral partner of the Purchaser authorizing the transactions contemplated by\nthis Agreement and the execution, delivery and performance of this Agreement and\nany other documents required or contemplated hereunder and (ii) the names and\ntrue signatures of the officers of the general partner of the Purchaser\nauthorized to execute this Agreement and any other documents contemplated\nhereunder, and appropriately evidencing the incumbency of such secretary or\nassistant secretary.\n\n                  (j) The Pooling and Servicing Agreement and all documentation\nto be delivered in connection therewith shall have been executed and delivered\nand all conditions thereto shall have been satisfied.\n\n                  (k)      The Cross-Guarantee Agreement shall have been\nexecuted and delivered and shall be in full force and effect.\n\n                  (l) All legal matters incident to the execution and delivery\nof this Agreement and to the purchases by the Purchaser of the Receivables from\nthe Seller shall be satisfactory to counsel for the Purchaser.\n\n                  SECTION 3.02.     Conditions Precedent to All Purchases.\nThe obligation of the Purchaser to pay the Purchase Price with\nrespect to any Receivables on any Purchase Date is subject to the\nfollowing conditions precedent:\n\n\n\n                                       6\n\n\n\n                  (a) On or prior to such Purchase Date, the Seller shall have\ndelivered to the Purchaser the accounts receivable trial balance of the\nOriginators (which if in magnetic tape or diskette format shall be compatible\nwith the Purchaser's, or, if applicable, the Servicer's, computer equipment);\n\n                  (b) On or prior to such Purchase Date, the Servicer shall have\ndelivered to the Purchaser, in form and substance satisfactory to the Purchaser,\na completed Determination Date Certificate, together with a listing by Obligor\nof all Receivables subject to such purchase, for the most recently ended\nreporting period for which information is required pursuant to Section 3.05(b)\nof the Pooling and Servicing Agreement and containing such additional\ninformation as may be reasonably requested by the Purchaser;\n\n                  (c) On or prior to such Purchase Date, the Seller shall have\nmarked its master data processing records and, at the request of the Purchaser,\neach Contract (other than any invoice sent to the Obligor under such Contract)\ngiving rise to Receivables and all other relevant records evidencing the\nReceivables which are the subject of such purchase with a legend, acceptable to\nthe Purchaser, stating that such Receivables, and Collections with respect\nthereto and other proceeds thereof, have been sold in accordance with this\nAgreement;\n\n                  (d) On such Purchase Date, the following statements shall be\ntrue (and the Seller, by accepting the amount of such purchase, shall be deemed\nto certify that):\n\n                  (i)      The Seller's representations and warranties\n         contained in Section 4.01 are correct on and as of such day as\n\n         though made on and as of such date; and\n\n             (ii) No event has occurred and is continuing, or would result from\n         such purchase, which constitutes a Termination Event or would\n         constitute a Termination Event but for the requirement that notice be\n         given or time elapse or both;\n\n                  (e) On or prior to such Purchase Date, the Purchaser shall\nhave received such other approvals, opinions or documents as the Purchaser may\nreasonably request; and\n\n                  (f) On such Purchase Date the Seller shall have complied with\nall of its covenants hereunder and shall have fulfilled in all material respects\nall of its obligations hereunder.\n\n                  The acceptance by the Seller of any payment for any\nReceivables shall be deemed to be a representation and warranty by the Seller as\nto the matters set forth in this Section 3.02.\n\n\n\n                                       7\n\n\n\n\n\n\n                                   ARTICLE IV\n\n                         REPRESENTATIONS AND WARRANTIES\n\n                  SECTION 4.01. Representations and Warranties of the Seller.\nThe Seller represents and warrants to the Purchaser as of the Transfer Date and\neach Purchase Date that:\n\n                  (a) Organization. The Seller is a limited partnership duly\norganized and validly existing under the laws of the State of Texas and has full\npower, authority and legal right to own its properties and conduct its business,\nas presently owned or conducted and as is proposed to be conducted under this\nAgreement and the Cross-Guarantee Agreement, and to execute, deliver and perform\nits obligations under this Agreement and the Cross- Guarantee Agreement.\n\n                  (b) Due Qualification. The Seller is duly qualified to do\nbusiness (or is exempt from such requirement), and has obtained all necessary\nlicenses or approvals, in each jurisdiction in which failure to so qualify or to\nobtain such licenses or approvals would have a material adverse effect on the\nSeller's ability to perform its obligations under this Agreement and the\nCross-Guarantee Agreement.\n\n                  (c) Due Authorization. The execution, delivery and performance\nof this Agreement and the Cross-Guarantee Agreement by the Seller, and the\nconsummation by the Seller of the transactions contemplated by this Agreement\nand by the Cross-Guarantee Agreement, have been duly and validly authorized by\nall necessary action on the part of the Seller and this Agreement and the Cross-\nGuarantee Agreement and the other agreements and instruments executed or to be\nexecuted in connection herewith have been duly executed and delivered on behalf\nof the Seller.\n\n                  (d) No Conflict. The Seller's execution and delivery of this\nAgreement and the Cross-Guarantee Agreement, performance of the transactions\ncontemplated hereby and thereby, and fulfillment of the terms hereof and thereof\napplicable to the Seller, do not contravene the Seller's limited partnership\nagreement, conflict with or violate any Requirements of Law applicable to the\nSeller, violate any provision of, or require any filing, registration, consent\nor approval under, any Requirement of Law presently in effect having\napplicability to the Seller, except for such filings, registrations, consents or\napprovals as have already been obtained or made and are in full force and\neffect, conflict with, result in any breach of any of the material terms and\nprovisions of, or constitute (with or without notice or lapse of time or both) a\ndefault under, any indenture, contract, agreement, mortgage, deed of trust or\nother instrument to which the Seller is a party or by which it or its properties\nor assets are bound, which conflict, violation or breach would have a material\nadverse effect on the Seller's ability to perform its obligations hereunder or\nunder the\n\n\n\n                                       8\n\n\n\nCross-Guarantee Agreement or on the ownership by the Trust of the Receivables.\n\n                  (e) No Proceedings Regarding the Seller. There are no\nproceedings, injunctions, writs, restraining orders or other orders or\ninvestigations pending or, to the best knowledge of a Responsible Officer of the\nSeller, threatened against the Seller before any Governmental Authority (i)\nasserting the illegality, invalidity or unenforceability, or seeking any\ndetermination or ruling that would affect the legality, binding effect, validity\nor enforceability of this Agreement, the Cross-Guarantee Agreement, the Pooling\nand Servicing Agreement or the Certificates, (ii) seeking to prevent the\nissuance of the Certificates or the consummation of any of the transactions\ncontemplated by this Agreement, the Cross-Guarantee Agreement, the Pooling and\nServicing Agreement or the Certificates, (iii) seeking any determination or\nruling that is reasonably likely to materially and adversely affect the\nfinancial condition or results of operations of the Seller or the performance by\nthe Seller of its obligations under this Agreement or the Cross-Guarantee\nAgreement or (iv) seeking to affect adversely the income or franchise tax\nattributes of the Trust under the United States federal or State of Texas income\nor franchise tax systems.\n\n                  (f) Consents. No authorization, consent, license, order or\napproval of or registration or declaration with any Person or Governmental\nAuthority is required to be obtained, effected or given by the Seller in\nconnection with the execution and delivery of this Agreement or the\nCross-Guarantee Agreement by the Seller or the performance of its obligations\nunder this Agreement or the Cross-Guarantee Agreement or the transactions\ncontemplated hereby, except for (i) the filing of the financing statements or\nother documents required to have been filed on or prior to the Transfer Date\npursuant to Section 2.01(a) of the Pooling and Servicing Agreement, all of which\nwere so filed and are in full force and effect, and (ii) the filing from time to\ntime of any amendments, assignments or continuation statements which may become\napplicable pursuant to Section 2.01(a) of the Pooling and Servicing Agreement.\n\n                  (g) Liens. Each Receivable is owned by the Seller free and\nclear of any Lien except as provided for herein; and no effective financing\nstatement or other instrument similar in effect covering any Receivable or\nCollections with respect thereto is on file in any recording office except such\nas may be filed in favor of the Purchaser and the Trustee and as otherwise\nprovided for in this Agreement and the Pooling and Servicing Agreement,\nincluding Liens that will be terminated on or before the Transfer Date.\n\n                  (h) Locations. The chief place of business and chief executive\noffice of the Seller, and the offices where the Seller keeps the originals of\nits books, records and documents regarding the Receivables are located at the\naddress of the Seller specified in Section 8.09. During the four months prior to\nthe Transfer Date and prior to any Purchase Date, the chief place of business\nand\n\n\n\n                                       9\n\n\n\nchief executive office of the Seller, and the offices where the Seller keeps the\noriginals of its books, records and documents regarding the Receivables were\/are\nlocated at the address of the Seller specified in Section 8.09.\n\n                  (i) Information. Each certificate, information, exhibit,\nfinancial statement, document, book, record or report furnished by the Seller to\nthe Purchaser in connection with this Agreement and in connection with each\nReceivable is accurate in all material respects as of its date and no such\ndocument contains any material misstatement of fact.\n\n                  (j) Enforceability. Each of this Agreement and the\nCross-Guarantee Agreement constitute a legal, valid and binding obligation of\nthe Seller enforceable against the Seller in accordance with its terms, except\nas such enforceability may be limited by applicable bankruptcy, reorganization,\ninsolvency, moratorium or other similar laws affecting creditors' rights\ngenerally, now or hereafter in effect, and except as such enforceability may be\nlimited by general principles of equity (whether considered in a suit at law or\nin equity).\n\n                  (k) Valid Transfers. This Agreement constitutes a valid sale,\ntransfer and assignment to the Purchaser of all right, title and interest of the\nSeller in and to the Receivables, whether now existing or hereafter created\nduring the Effective Period, and the proceeds thereof.\n\n                  (l)      Dell Collection Accounts.  Schedule I to the Pooling\nand Servicing Agreement is a complete and accurate list of each Dell Collection\nAccount as of each Purchase Date.\n\n                  (m) Solvency. The Seller is solvent and will not become\ninsolvent after giving effect to the transactions contemplated by this Agreement\nor the Cross-Guarantee Agreement; the Seller is currently repaying all of its\nindebtedness as such indebtedness becomes due; and, after giving effect to the\ntransactions contemplated by this Agreement and the Cross-Guarantee Agreement,\nthe Seller will have adequate capital to conduct its business as presently\nconducted and as contemplated by this Agreement and the Cross-Guarantee\nAgreement.\n\n                  (n) Compliance. The Seller has complied, and will comply on\neach Purchase Date, in all material respects with all Requirements of Law with\nrespect to it, its business and properties and all Receivables sold hereunder\nand the Contracts related thereto. The Seller has maintained and will maintain\nall applicable permits, certifications and licenses necessary in any material\nrespect with respect to its business and properties and all Receivables sold\nhereunder and the Contracts related thereto. The Seller has filed or caused to\nbe filed on a timely basis all tax returns required by any Governmental\nAuthority.\n\n\n\n                                       10\n\n\n\n                  (o)      No Rescission. Neither any Receivable sold hereunder\nnor the related Contract has been satisfied, subordinated or rescinded or,\nexcept as disclosed in writing to the Purchaser, amended in any manner and the\namounts billed under such Receivables have not been compromised, adjusted,\nextended, satisfied, subordinated, rescinded or modified, except as permitted\nunder the Pooling and Servicing Agreement.\n\n                  (p)      No Payment.  The Seller has no knowledge of any fact\nwhich would lead it to expect that, when billed, any Receivable\nsold hereunder would not be paid in accordance with its terms when\ndue.\n\n                  (q)      No Insolvency Event.  No Insolvency Event has\noccurred with respect to the Seller.\n\n                  (r)      Fraudulent Conveyance.  The Seller is not entering\ninto the transactions contemplated hereby with the intent of hindering, delaying\nor defrauding creditors.\n\n                  (s)      Sale and Transfer. This Agreement creates a valid\nsale, transfer and assignment to the Purchaser of, and the Purchaser is the\nlegal and beneficial owner of, all right, title and interest of the Seller in\nand to the Receivables now existing and hereafter created during the term of\nthis Agreement and in the proceeds thereof.\n\n                  (t)      Eligible Receivables. Each Receivable classified as\nan 'Eligible Receivable' by the Seller on its records or in any document or\nreport delivered hereunder satisfied, at the time of such classification, the\nrequirements of eligibility contained in the definition of Eligible Receivable\nin the Pooling and Servicing Agreement; provided, however, that this\nrepresentation shall not cover Reconveyed Receivables.\n\n                  (u)      Invoices.  The Seller has submitted all necessary\ndocuments, if any, to each Obligor in connection with payments due with respect\nto such Obligor's Receivables.\n\n                  (v)      No Proceedings Regarding the Receivables.  There are\nno proceedings, injunctions, writs, restraining orders or other orders or\ninvestigations pending or, to the best knowledge of a Responsible Officer of the\nSeller, threatened with respect to any Receivable or Contract before any\nGovernmental Authority asserting the illegality, invalidity or unenforceability,\nor seeking any determination or ruling that would affect the legality, binding\neffect, validity or enforceability of any Receivable or Contract.\n\n                  (w) Tradenames. The legal name of the Seller is as set forth\non the signature page of this Agreement and the Seller has no tradenames,\nfictitious names, assumed names or 'doing business as' names.\n\n\n\n                                       11\n\n\n\n                  (x) ERISA. No Plan (as defined in Section 3(3) of ERISA)\nmaintained by the Seller or any of its ERISA Affiliates (as defined in Section\n414(b), (c), (m) or (o) of the Internal Revenue Code) has any accumulated\nfunding deficiency (within the meaning of Section 302 of ERISA or Section 412 of\nthe Internal Revenue Code), whether or not waived. The Seller and each ERISA\nAffiliate of the Seller has timely made all contributions required to be made by\nit to any Plan and Multiemployer Plan (as defined in Section 4001(a)(3) of\nERISA) to which contributions are or have been required to be made since January\n3, 1991 by the Seller or such ERISA Affiliate, and no event requiring notice to\nthe PBGC (as defined in Section 2613.2 of the ERISA Regulations) under Section\n302(f) of ERISA has occurred and is continuing or could reasonably be expected\nto occur with respect to any such Plan, in any case, that could reasonably be\nexpected to result, directly or indirectly, in any Lien being imposed on the\nproperty of the Seller or the payment of any material amount to avoid such Lien.\nNo Plan Event (as defined in Section 4043 of ERISA) with respect to the Seller\nor any of its ERISA Affiliates has occurred or could reasonably be expected to\noccur that could reasonably be expected to result, directly or indirectly, in\nany Lien being imposed on the property of the Seller or the payment of any\nmaterial amount to avoid such Lien.\n\n                  (y)      Accounts.  All Receivables constitute 'accounts',\n'general intangibles' or 'proceeds' thereof, as each such term is defined in the\nUCC.\n\n                  (z) Sale. For federal income tax, reporting and accounting\npurposes, the Seller will treat the sale of each Receivable sold pursuant to\nthis Agreement as a sale, or absolute assignment, of all its right, title and\nownership interest in and to such Receivable to the Purchaser and the Purchaser\nhas not and will not account for or treat the transactions contemplated by this\nAgreement in any other manner. This representation shall cease to be effective\nif the Seller shall have received an Opinion of Counsel that a change in\napplicable law occurring after the date hereof renders this representation\nunlawful or inadvisable.\n\n                  SECTION 4.02. Representations and Warranties of the Purchaser.\nThe Purchaser represents and warrants to the Seller as of the Transfer Date and\neach Purchase Date that:\n\n                  (a) Organization and Good Standing. The Purchaser is a limited\npartnership duly organized and validly existing under the laws of the State of\nTexas and has full power, authority and legal right to own its properties and\nconduct its business as presently owned or conducted and as is proposed to be\nconducted under this Agreement.\n\n                  (b)      No Conflict.  The Purchaser's execution and delivery\nof this Agreement, purchase of the Receivables pursuant to this Agreement and\nfulfillment of the terms hereof applicable to the Purchaser, do not contravene\nthe Purchaser's limited partnership\n\n\n\n                                       12\n\n\n\nagreement, conflict with or violate any Requirements of Law applicable to the\nPurchaser, conflict with, result in a breach of any of the material terms or\nprovisions of, or constitute (with or without notice or lapse of time or both) a\ndefault under, any indenture, contract, agreement, mortgage, deed of trust or\nother instrument to which the Purchaser is a party or by which it or its\nproperties or assets are bound. Neither the execution and delivery of this\nAgreement nor the purchase of the Receivables pursuant to this Agreement nor the\nfulfillment of the terms hereof applicable to the Purchaser will result in the\ncreation of an adverse claim against the Purchaser or any assets of the\nPurchaser except those created under the Pooling and Servicing Agreement.\n\n                  (c) Due Authorization. The execution and delivery of this\nAgreement by the Purchaser, and the purchase by the Purchaser of the\nReceivables, have been duly and validly authorized by all necessary action on\nthe part of the Purchaser and this Agreement and the other agreements and\ninstruments executed or to be executed in connection herewith have been duly\nexecuted and delivered on behalf of the Purchaser.\n\n                  (d) Enforceability. This Agreement constitutes a legal, valid\nand binding obligation of the Purchaser enforceable against the Purchaser in\naccordance with its terms, except as such enforceability may be limited by\napplicable bankruptcy, reorganization, insolvency, moratorium or other similar\nlaws affecting creditors' rights generally, now or hereafter in effect, and\nexcept as such enforceability may be limited by general principles of equity\n(whether considered in a suit at law or in equity).\n\n                  SECTION 4.03.     Obligations Unaffected.  The obligations\nof the Seller to the Purchaser under this Agreement shall not be\naffected by reason of any invalidity, illegality or irregularity of\nany Receivable or the sale of any Receivable.\n\n\n\n                                       13\n\n\n\n                                    ARTICLE V\n\n                                    COVENANTS\n\n                  SECTION 5.01.     Affirmative Covenants of the Seller.  The\nSeller hereby covenants that, until the termination of the\nEffective Period:\n\n                  (a)      Compliance with Law.  The Seller will comply in all\nmaterial respects with all Requirements of Law applicable to it, its business\nand properties and the Receivables.\n\n                  (b)      Preservation of Existence. (i) Except as otherwise\npermitted by subsection (ii) of this Section 5.01(b), the Seller will preserve\nand maintain its existence, rights, franchises and privileges in the State of\nTexas, and qualify and remain qualified in each jurisdiction where the failure\nto maintain such qualification would materially and adversely affect (A) the\ninterests of the Purchaser hereunder or in the Receivables, (B) the\ncollectibility of any Receivable or (C) the ability of the Seller to perform its\nobligations hereunder in any material respects and (ii) the Seller shall not\nconsolidate with or merge into any other Person or convey or transfer its\nproperties and assets substantially as an entirety to any Person unless: (1)\nDell is the direct or indirect owner of all of the issued and outstanding shares\nof the capital stock or partnership interests or other equity interests of the\nPerson formed by such consolidation or into which the Seller is merged or the\nPerson which acquires by conveyance or transfer the properties and assets of the\nSeller substantially as an entirety; (2) the Person formed by such consolidation\nor into which the Seller is merged or the Person which acquires by conveyance or\ntransfer the properties and assets of the Seller substantially as an entirety\nshall be, if the Seller is not the surviving entity, a corporation, limited\npartnership or limited liability company organized and existing under the laws\nof the United States of America or any State or the District of Columbia, and\nsuch corporation, limited partnership or limited liability company shall have\nexpressly assumed, by an agreement supplemental hereto, executed and delivered\nto the Purchaser, in form reasonably satisfactory to the Purchaser, the\nperformance of every covenant and obligation of the Seller hereunder and under\nthe other Transaction Documents; (3) the Seller shall have delivered to the\nPurchaser an Officer's Certificate and an Opinion of Counsel each in form\nreasonably satisfactory to the Purchaser and stating that such consolidation,\nmerger, conveyance or transfer complies with this Section 5.01(b) and (4) the\nRating Agency Condition shall be satisfied.\n\n                  (c)      Audits. At any time and from time to time during the\nSeller's regular business hours and at the Seller's expense, on reasonable prior\nnotice and for a purpose reasonably related to this Agreement, the Seller shall,\nin response to any reasonable request of the Purchaser, permit the Purchaser, or\nits agents or representatives, (i) to examine and make copies of and abstracts\n\n\n\n                                       14\n\n\n\nfrom all books, records and documents (including, without limitation, computer\ntapes, microfiche and disks) in the possession or under the control of the\nSeller relating to the Receivables and the related Contracts and (ii) to visit\nthe offices and properties of the Seller for the purpose of examining such\nmaterials and to discuss matters relating to the Receivables or the Seller's\nperformance hereunder with any of the officers or (after consultation with a\nResponsible Officer) employees of the Seller having knowledge thereof; provided,\nhowever, that, so long as no Termination Event, Partial Amortization Period or\nCure Period shall have occurred and be continuing, the Purchaser shall use its\nbest efforts to coordinate the exercise of its rights under this Section 5.01(c)\nwith the exercise of like rights of the Trustee and the Program Agent, and the\nrights of the Purchaser under this Section 5.01(c) shall be at the Seller's\nexpense only twice in any twelve-month period.\n\n                  (d)      Keeping of Records and Books of Account.  The Seller\nwill maintain and implement administrative and operating procedures (including,\nwithout limitation, the ability to recreate records evidencing the Receivables\nin the event of the destruction of the originals thereof), and keep and maintain\nall documents, books, records and other information reasonably necessary or\nadvisable for the collection of the Receivables (including, without limitation,\nrecords adequate to permit the daily identification of each new Receivable and\nall Collections of and adjustments to each existing Receivable).\n\n                  (e)      Performance and Compliance with Receivables. The\nSeller will, at its expense, timely and fully perform and comply with all\nprovisions, covenants and other promises required to be observed by it\nhereunder, except where the failure to so perform or comply would not have a\nmaterial adverse effect on the collectibility of the Receivables or the Seller's\nability to perform in all material respects its obligations hereunder.\n\n                  (f)      Location of Records. The Seller will keep its chief\nplace of business and chief executive office and the office where it keeps the\nbooks, records and documents regarding the Receivables, at the address of the\nSeller specified in Section 8.09.\n\n                  (g)      Credit Policy and Procedures Manual.  The Seller will\ncomply in all material respects with the Credit Policy and Procedures Manual in\nregard to the Receivables and the related Contracts.\n\n                  (h)      Collections.  The Seller will instruct all Obligors\nto cause all Collections of Receivables to be deposited directly to Dell\nCollection Accounts.\n\n                  (i)      Protection of Purchaser's Interest in Receivables.\n\n\n\n                                       15\n\n\n\n                  (i) The Seller will not create, permit or suffer to exist, and\n         will take such actions as are necessary to remove, any Lien, claim or\n         right in, to or on the Receivables conveyed hereunder, other than the\n         Liens created hereby and by the Pooling and Servicing Agreement, and\n         will defend the right, title and interest of the Purchaser and the\n         Trustee in and to the Receivables conveyed hereunder against any Liens\n         thereon or the claims and demands of all persons whomsoever based on\n         breaches of representations and warranties in this Agreement.\n\n                  (ii) The Seller will advise the Purchaser and the Trustee\n         promptly, in reasonable detail, (A) of any Lien or claim asserted\n         against any of the Receivables, other than the Liens created hereby and\n         by the Pooling and Servicing Agreement, (B) of the occurrence of any\n         breach by the Seller of any of its representations, warranties and\n         covenants contained herein and (C) of the occurrence of any other event\n         which in the case of clauses (A) or (B) would have a material adverse\n         effect on the value of the Receivables.\n\n                 (iii) The Seller shall execute and file such continuation\n         statements and any other documents reasonably requested by the\n         Purchaser or which may be required by law to fully preserve and protect\n         the interests of the Purchaser hereunder and of the Trustee under the\n         Pooling and Servicing Agreement in and to the Receivables conveyed\n         hereby.\n\n                  (iv) The Seller will not, without providing 45 days' prior\n         written notice to the Purchaser and the Trustee and without filing such\n         amendments to any previously filed financing statements as the\n         Purchaser or the Trustee may reasonably require, (i) change the\n         location of its chief executive office or the location of the office\n         where the principal records relating to the Receivables are kept or\n         (ii) change its name, identity or business structure in any manner\n         which would, could or might make any financing statement or\n         continuation statement filed by the Seller in accordance with this\n         Agreement 'seriously misleading' with the meaning of Section 9-402(7)\n         of any applicable enactment of the UCC.\n\n                   (v) The Seller shall deliver to the Purchaser and the Trustee\n         on or before April 30 of each year, beginning with April 30, 1996, an\n         Opinion of Counsel to the Seller (who may be counsel employed by the\n         Seller or an Affiliate of the Seller), dated as of a date subsequent to\n         the end of the immediately preceding fiscal year, substantially to the\n         effect that, in the opinion of such counsel, either (A) such action has\n         been taken with respect to the recording, registering, filing,\n         re-recording, re-registering and re-filing of financing statements,\n         continuation statements or other instructions or documents as is\n         necessary to continue the perfection of the interests of the Purchaser\n         and the Trustee in and to the Receivables conveyed hereby (to the same\n         extent as such interest was perfected on the Transfer Date with\n\n\n\n                                       16\n\n\n\n         respect to the Receivables then owned by the Purchaser) and reciting\n         the details of such action or referring to prior Opinions of Counsel in\n         which such details are given or (B) no such action is necessary to\n         continue the perfection of such interests.\n\n                  (j) Separate Legal Existence. The Seller acknowledges that the\nPurchaser, the Trustee and the Certificateholders are entering into the\nagreements and consummating the transactions contemplated hereby and by the\nPooling and Servicing Agreement in reliance on the identity of the Purchaser as\na separate legal entity, and the rights and interests of such Persons would be\nprejudiced if this reliance were undermined. Accordingly, the Seller will take\nsuch steps as are necessary and within its control to maintain the Purchaser's\nseparate legal existence and identity and to make it apparent to third parties\nthat the Purchaser is an entity with assets and liabilities distinct from those\nof the Seller or any other subsidiary or Affiliate of the Seller. Such steps\nwill include the following:\n\n                  (i)      The Seller will conduct its business solely in its\n         own legal name, and in such a separate manner so as not to\n         mislead others with which it is dealing.\n\n                 (ii)      The Seller will maintain its own separate business\n         records, will maintain its own office with its own telephone number and\n         will observe all legal formalities in formation and management.\n\n                (iii)      All financial statements of the Seller and Dell will\n         contain notes clearly indicating that all of the Purchaser's assets are\n         owned by the Purchaser, which is a separate legal entity.\n\n                 (iv)      The Seller will maintain arm's-length relationships\n         with the Purchaser. Any transaction between the Purchaser and the\n         Seller or any of its subsidiaries will, in the reasonable judgement of\n         the Seller, be fair and equitable to the Purchaser and on terms which\n         are at least as favorable as could be obtained from a Person which is\n         not an Affiliate.\n\n                  (v)      The Seller will not agree to be, or hold itself out\n         to be, responsible for the debts of the Purchaser or the decisions or\n         actions with respect to the daily business and affairs of the\n         Purchaser, except that (A) pursuant to any Enhancement Agreement, the\n         Seller may indemnify any Enhancement Provider (and related Persons)\n         against losses caused by actions or omissions of the Seller and (B) the\n         Seller may guarantee the Purchaser's obligations to pay any premiums or\n         commitment fees to an Enhancement Provider.\n\n                 (vi)      The Seller will not cause the Purchaser to be named,\n         directly or indirectly, as a direct or contingent beneficiary or loss\n         payee on any insurance policy with respect to any loss\n\n\n\n                                       17\n\n\n\n         relating to the property of the Seller or any other subsidiary\n         or Affiliate of the Seller.\n\n                  (k) Repurchase Obligation. In the event of any breach of the\nrepresentation and warranty set forth in Section 4.01(t), if the Purchaser shall\nbe obligated to repurchase Reconveyed Receivables pursuant to Section 2.04 of\nthe Pooling and Servicing Agreement, the Seller shall repurchase from the\nPurchaser such Reconveyed Receivables and shall pay to the Purchaser on the\nBusiness Day preceding the day on which such repurchase of Reconveyed\nReceivables is to be made an amount equal to the purchase price for the\nReconveyed Receivables paid by the Purchaser pursuant to the Pooling and\nServicing Agreement, such payment, at the option of the Purchaser, to be made\neither in cash or through a reduction of the amount due under the Subordinated\nNote. The obligation of the Seller to repurchase the Reconveyed Receivables\npursuant to this Section 5.01(k) shall constitute the sole remedy against the\nSeller respecting an event of the type specified in the first sentence of this\nparagraph available to the Purchaser or the Investor Certificateholders (or the\nTrustee on behalf of the Investor Certificateholders) or any other Indemnified\nParty. Reconveyed Receivables which are repurchased pursuant to Section 2.04 of\nthe Pooling and Servicing Agreement, together with any Collections thereon,\nshall be promptly removed from the Trust.\n\n                  SECTION 5.02.     Reporting Requirements of the Seller.  The\nSeller hereby covenants that, until the termination of the\nEffective Period:\n\n                  (a) Termination Events. The Seller shall (i) within one\nBusiness Day after a Responsible Officer of the Seller obtains knowledge of the\noccurrence of any Termination Event or event which, with the giving of notice or\nlapse of time or both, would constitute a Termination Event, notify (either\norally or in writing) the Purchaser of such occurrence; and (ii) as soon as\npossible and in any event within three Business Days after a Responsible Officer\nof the Seller obtains knowledge of the occurrence of any Termination Event or\nevent which, with the giving of notice or lapse of time or both, would\nconstitute a Termination Event, deliver to the Purchaser a statement of a\nResponsible Officer of the Seller setting forth details of such Termination\nEvent or such event and the action that the Seller has taken and proposes to\ntake with respect thereto.\n\n                  (b) Litigation. As soon as possible and in any event within 10\nBusiness Days after a Responsible Officer of the Seller obtains knowledge\nthereof, the Seller shall notify the Purchaser of any litigation, investigation\nor proceeding which could reasonably be expected to impair in any material\nrespect the ability of the Seller to perform its obligations under this\nAgreement; and\n\n                  (c) Other Information.  The Seller shall promptly deliver to\nthe Purchaser such other information, documents, records or reports regarding\nthe Receivables as the Purchaser may from time\n\n\n\n                                       18\n\n\n\nto time reasonably request in order to protect the Purchaser's interests under\nor as contemplated by this Agreement.\n\n                  SECTION 5.03.     Negative Covenants of the Seller.  The\nSeller hereby covenants that, until the termination of the\nEffective Period, it will not:\n\n                  (a) Sales, Liens, Etc. Except as otherwise contemplated\nherein, or pursuant to or as contemplated by the Pooling and Servicing\nAgreement, (i) sell, assign (by operation of law or otherwise) or otherwise\ndispose of, or create or suffer to exist any Lien upon or with respect to, any\nReceivable or upon or with respect to any account in the name of the Trustee for\nthe benefit of the Certificateholders or upon or with respect to any Dell\nCollection Account to which any Collections of any Receivables are sent, or (ii)\nassign any right to receive income in respect thereof.\n\n                  (b) Extension or Amendment of Receivables. Except as\nconsistent with the Credit Policy and Procedures Manual or as otherwise\npermitted under the Pooling and Servicing Agreement, (i) extend, amend or\notherwise modify the terms of any Receivable, (ii) amend, modify or waive any\npayment term or condition of any invoice related thereto, which extension,\namendment, modification or waiver would impair the collectibility or delay the\npayment of any Receivable in a manner inconsistent with the Credit Policy and\nProcedures Manual, or (iii) rescind or cancel any Receivable except as ordered\nby a court of competent jurisdiction or other Governmental Authority.\n\n                  (c) Change in Business or Credit Policy and Procedures Manual.\nMake any change in the character of its business or in the Credit Policy and\nProcedures Manual, which change would, in either case, materially impair the\ncollectibility of the Receivables, except as permitted under the terms of the\nPooling and Servicing Agreement.\n\n                  (d) Change in Dell Collection Account Banks.  Except as\npermitted under the Pooling and Servicing Agreement, add or terminate any bank\nas a Dell Collection Account Bank from those listed in Schedule I attached to\nthe Pooling and Servicing Agreement, or make any change in its instructions to\nObligors regarding payments to be made to any Dell Collection Account Bank,\nunless the Purchaser and the Trustee shall have received notice of such\naddition, termination or change and executed copies of Dell Collection Account\nLetters to each new Dell Collection Account Bank.\n\n                  (e) Change in Name, Etc. Make any change to its name or\nstructure, or use any tradenames, fictitious names, assumed names or 'doing\nbusiness as' names, unless, in the case of such name change or use and prior to\nthe effective date thereof, the Seller delivers to the Purchaser such financing\nstatements or amendments to financing statements (Form UCC-1 and UCC-3) executed\nby the\n\n\n\n                                       19\n\n\n\nSeller which the Purchaser may request to reflect such name change or use,\ntogether with such other documents and instruments that the Purchaser may\nreasonably request in connection therewith.\n\n                  (f) Deposits to Dell Collection Accounts.  Deposit or\notherwise credit, or cause or permit to be so deposited or credited, to any Dell\nCollection Account cash or cash proceeds other than Collections of Receivables.\n\n                  (g) No Actions Against Obligors.  Except in accordance with\nthe Credit Policy and Procedures Manual and the Pooling and Servicing Agreement,\ncommence or settle any legal action to enforce collection of any Receivable.\n\n                  (h) No Bankruptcy Filing Against the Purchaser or the Trust.\nCommence, institute or cause to be commenced or instituted any bankruptcy,\nreorganization, arrangement, insolvency or liquidation proceedings, or other\nproceedings under any United States federal or state bankruptcy or similar law\nagainst the Purchaser or the Trust.\n\n                  (i) No Claims Against the Receivables.  Claim any credit on,\nor make any deduction from, the principal or interest payable in respect of the\nCertificates by reason of the payment of any taxes levied or assessed upon any\npart of the Receivables.\n\n                  (j) Locations of Subsidiaries.  Permit any of the Originators\nto have or maintain its jurisdiction of organization or principal place of\nbusiness in any of the States of Colorado, Kansas, New Mexico, Oklahoma, Utah or\nWyoming.\n\n                  (k) Subordinated Note.  Transfer or pledge the Subordinated\nNote to any Person.\n\n                  SECTION 5.04. Affirmative Mutual Covenant. The Purchaser and\nSeller shall record each Purchase as a purchase and sale, respectively, on its\nbooks and records and reflect each Purchase in its financial statements as a\npurchase and sale, respectively.\n\n                  SECTION 5.05. Grant of Security Interest. To secure all\nobligations of the Seller arising in connection with this Agreement, and each\nother agreement entered into in connection with this Agreement, whether now or\nhereafter existing, due or to become due, direct or indirect, or absolute or\ncontingent, including, without limitation, Indemnified Amounts, payments on\naccount of Collections received or deemed to be received, fees and any other\namounts due the Purchaser hereunder, the Seller hereby assigns and grants to\nPurchaser a first priority security interest in all of the Seller's right, title\nand interest now or hereafter existing in, to and under all Receivables and\nCollections with regard thereto, and all books, records and computer files\nrelating thereto.\n\n\n\n                                       20\n\n\n\n                                   ARTICLE VI\n\n                              EVENTS OF TERMINATION\n\n                  SECTION 6.01.     Termination.  If any of the following\nevents (each, a 'Termination Event') shall have occurred:\n\n                  (a) any failure by the Seller to make any payment, transfer or\ndeposit required to be paid, effected or made by it hereunder on or before the\ndate occurring two Business Days after the date such payment, transfer or\ndeposit is required to be made hereunder; or\n\n                  (b) any representation, warranty, certification or written\nstatement made or deemed made by the Seller under or in connection with this\nAgreement or in any statement, record, certificate, financial statement or other\ndocument delivered pursuant hereto or in connection herewith shall prove to have\nbeen incorrect in any material respect on or as of the date made or deemed made\nwhich has a material adverse effect on the Certificateholders and continues\nunremedied for 20 days (or, with respect to the representations and warranties\nmade in Sections 4.01(g) and 4.01(k), continues unremedied for five days) after\nthe earlier of (i) the date on which written notice of such failure, requiring\nthe same to be remedied, shall have been given to the Seller by the Purchaser\nand (ii) the date on which written notice of such failure, requiring the same to\nbe remedied, shall have been given to the Seller and the Trustee by\nCertificateholders of any outstanding Series evidencing not less than 20% of the\nInvested Amount for such Series; or\n\n                  (c) the Seller shall fail to observe or perform in any\nmaterial respect any covenant or agreement applicable to it contained herein\n(other than as specified in clause (a) or (b) above) which has a material\nadverse effect on the Certificate- holders and continues unremedied for 20 days\n(or with respect to the covenants contained in Sections 5.03(a) and 5.03(d)\nshall continue for five days) after the earlier of (i) the date on which written\nnotice of such failure, requiring the same to be remedied, shall have been given\nto the Seller by the Purchaser and (ii) the date on which written notice of such\nfailure, requiring the same to be remedied, shall have been given to the Seller\nand the Trustee by Certificateholders of any outstanding Series evidencing not\nless than 20% of the Invested Amount for such Series; or\n\n                  (d) any Receivables transferred hereunder which constitute\nmore than 1% of the aggregate amount of Eligible Receivables shall for any\nreason cease to be the valid and perfected subject of the security interest\ncreated by this Agreement; or any Receivables transferred hereunder which\nconstitute more than 1% of the aggregate amount of Eligible Receivables shall\ncease to be free and clear of any Lien except as provided for herein; or\n\n\n\n                                       21\n\n\n\n                  (e) an Insolvency Event shall occur with respect to the Seller\nor the Purchaser; provided, however, that for purposes of this Section 6.01, the\ndefinition of 'Insolvency Event' shall be construed without giving effect to the\n60-day grace period in clause (a) thereof (except with respect to any Controlled\nAffiliate that is not a party to any Transaction Document); or\n\n                  (f) the Internal Revenue Service shall file notice of a lien\npursuant to Section 6323 of the Internal Revenue Code with regard to any of the\nReceivables and such lien shall not have been (x) stayed or released within 30\ndays or, if stayed, such lien shall not have been released within 60 days; or\n(y) the Pension Benefit Guaranty Corporation shall file notice of a lien\npursuant to Section 4068 of ERISA with regard to any of the Receivables and such\nfiling shall not be stayed or rescinded within 15; or\n\n                  (g) there shall have occurred an Early Amortization Event\nunder the Pooling and Servicing Agreement;\n\nthen, if any of the events set forth in paragraphs (a), (d), (e), (f) or (g)\nabove shall have occurred, a 'Termination Event' shall occur without any notice,\ndemand, protest or other requirement of any kind immediately upon the occurrence\nof such event and, if any of the events set forth in paragraphs (b) or (c) above\nshall have occurred, the Purchaser may, by notice to the Seller, declare that a\n'Termination Event' shall occur as of the date set forth in such notice. Upon\nthe occurrence of a Termination Event, the Effective Period shall terminate (any\ntermination of the Effective Period pursuant to this Section 6.01 is herein\nreferred to as an 'Early Termination'). Upon any Early Termination the Purchaser\nshall have, in addition to any rights and remedies under this Agreement, all\nother rights and remedies with respect to the Receivables provided after default\nunder the UCC of the applicable jurisdiction and under other applicable laws,\nwhich rights and remedies shall be cumulative.\n\n                  A Majority in Interest of each outstanding Series may, on\nbehalf of all Certificateholders, waive any default by the Seller in the\nperformance of its obligations hereunder and its consequences, except (1) the\nfailure to make any distributions or payments required to be made to the\nPurchaser or to make any required deposits of any amounts to be so distributed\nor paid can be waived only (a) with respect to Indemnified Amounts, with the\nconsent of the relevant Indemnified Party or (b) with respect to other amounts,\nwith unanimous consent of all Certificateholders of all outstanding Series and\n(2) defaults arising from the events set forth in paragraphs (e), (f) and (g).\nNo such waiver shall extend to any subsequent or other default or impair any\nright consequent thereon except to the extent expressly so waived.\n\n\n\n                                       22\n\n\n\n                                   ARTICLE VII\n\n                                 INDEMNIFICATION\n\n                  SECTION 7.01. Indemnification. (a) Without limiting any other\nrights which the Purchaser may have hereunder or under any applicable law, the\nSeller hereby agrees to indemnify the Purchaser and the Trustee and their\nrespective assignees (which shall not be deemed to include any of the\nCertificateholders as such) and their respective partners, officers, directors,\nemployees and Affiliates (collectively, the 'Indemnified Parties') from and\nagainst any and all damages, losses, liabilities and related costs and expenses\nactually incurred (excluding consequential damages and lost profits), including\nreasonable attorneys' fees and disbursements (all of the foregoing being\ncollectively referred to as 'Indemnified Amounts'), awarded against or incurred\nby any of them arising out of or resulting from this Agreement, the activities\nof the Seller in connection herewith or in respect of any Receivable (excluding\nhowever (A) Indemnified Amounts resulting from gross negligence or willful\nmisconduct on the part of the Indemnified Party (other than the Purchaser) to\nwhich such Indemnified Amount would otherwise be due, (B) losses in respect of\nReceivables to the extent reimbursement therefor would constitute credit\nrecourse to the Seller for nonpayment of any Receivable by the related Obligor,\n(C) any income or franchise or similar taxes (or any interest or penalties with\nrespect thereto) incurred by such Indemnified Party arising out of or as a\nresult of this Agreement or in respect of any Receivable and (D) Indemnified\nAmounts resulting from the acts or omissions of the Servicer (unless the\nServicer is an Affiliate of Dell)), to the extent caused by:\n\n                  (i) reliance on any representation, warranty or covenant made\n         or statement made or deemed made by the Seller (or any of its\n         Responsible Officers) under or in connection with this Agreement, which\n         shall have been incorrect in any material respect when made or deemed\n         made or which the Seller shall have failed to perform;\n\n                 (ii) the failure by the Seller to comply with this Agreement or\n         any Requirement of Law with respect to any Receivable or the related\n         Contract; or the failure of any Receivable or the related Contract to\n         conform to this Agreement or any such Requirement of Law;\n\n                (iii) the existence of any dispute, claim, offset or defense\n         (other than discharge in bankruptcy of the Obligor) of the Obligor to\n         the payment of any Receivable (including, without limitation, a defense\n         based on such Receivable or the related Contract not being a legal,\n         valid and binding obligation of such Obligor enforceable against it in\n         accordance with its terms), or of any other claim resulting from the\n         sale of the products or services related to such\n\n\n\n                                       23\n\n\n\n         Receivable or from the furnishing or failure to furnish such\n         products or services;\n\n                  (iv)   the failure to vest in the Purchaser absolute ownership\n         of the Receivables free and clear of any Lien;\n\n                  (v)    the failure of the Seller to have filed, or any delay\n         in filing, any financing statements or other similar instruments or\n         documents under the UCC of any applicable jurisdiction or other\n         applicable laws that are necessary for perfection or priority of the\n         ownership and security interests created by this Agreement;\n\n                  (vi)   any commingling by the Seller of Collections with other\n         funds of the Seller or any Affiliate;\n\n                  (vii)  any investigation, litigation or proceeding related to\n         this Agreement or the use of proceeds of Purchases or the ownership of\n         or security interest in Receivables or Collections with respect\n         thereto, or in respect of any Contract related thereto, other than any\n         investigation, litigation or proceeding relating to such Indemnified\n         Party's affairs which includes matters or transactions in addition to\n         those contemplated by the Transaction Documents;\n\n                  (viii) any products liability or other claim arising out of or\n         in connection with products or services which are the subject of any\n         Contract;\n\n                  (ix)   any reduction in the Outstanding Balance of a\n         Receivable (other than a Reconveyed Receivable) by reason of any\n         defective, rejected, returned, repossessed or foreclosed merchandise or\n         services or any cash discount or other adjustment made by the Seller;\n\n                  (x)    any breach by the Seller of any obligation under any\n         Receivable or any Contract;\n\n                  (xi)   any failure of the Seller to perform its duties or\n         obligations in accordance with the provisions of this Agreement; or\n\n                 (xii)   any tax (other than any income or franchise or similar\n         tax, or any interest or penalties with respect thereto) imposed by\n         reason of ownership of the Receivables by the Purchaser.\n\n                  (b)    Any Indemnified Amounts due hereunder shall be payable\nwithin ten Business Days of submission of a claim by the Indemnified Party.\n\n                  (c)    Each Indemnified Party will use its best efforts to\nnotify the Seller in advance of making any claim under this Section 7.01.\n\n\n\n                                       24\n\n\n\n                                  ARTICLE VIII\n\n                                  MISCELLANEOUS\n\n                  SECTION 8.01. Further Assurances. (a) The Seller agrees to do\nand perform, from time to time, any and all acts and to execute and deliver to\nthe Purchaser or the Trustee any and all further assignments, agreements, powers\nand instruments reasonably required or requested by the Purchaser more fully to\neffect the purposes of this Agreement and the sales of the Receivables\nhereunder, including, without limitation, the execution of any financing\nstatements or continuation statements relating to the Receivables for filing\nunder the provisions of the UCC, or any similar law, of any applicable\njurisdiction. The Seller will mark its computer files in a manner reasonably\ncalculated to indicate that the Receivables have been sold to the Purchaser.\n\n                  (b) The Purchaser agrees to do such further acts and things\nand to execute and deliver to the Seller or the Trustee such additional\nassignments, agreements, powers and instruments as are reasonably required by\nthe Seller to carry into effect the purposes of this Agreement or to better\nassure and confirm unto the Seller or the Trustee its rights, powers and\nremedies hereunder.\n\n                  SECTION 8.02. Payments. Each payment to be made by either of\nthe Purchaser or the Seller hereunder shall be made on the required payment\ndate, or on the next succeeding Business Day if the required payment date is not\na Business Day, in lawful money of the United States and in immediately\navailable funds at the office of the payee set forth in Section 8.09 below or to\nsuch other office as may be specified by either party in a written notice to the\nother party hereto.\n\n                  SECTION 8.03.     Costs, Expenses and Taxes.  (a)  In addition\nto the rights of indemnification granted to the Purchaser pursuant to Article\nVII hereof, the Seller agrees to pay on demand all costs and expenses of the\nPurchaser in connection with the preparation, execution and delivery of all\ndocuments to be delivered subsequent to the Transfer Date pursuant to this\nAgreement, including, without limitation, the reasonable fees and out-of-pocket\nexpenses of counsel for the Purchaser with respect thereto and with respect to\nadvising the Purchaser as to its rights and remedies under this Agreement, and\nthe Seller agrees to pay all costs and expenses of the Purchaser, if any\n(including reasonable counsel fees and expenses), in connection with the\nenforcement of this Agreement and the other documents to be delivered hereunder\nexcluding, however, any costs of enforcement or collection of any Receivables.\n\n                  (b) In addition, the Seller agrees to pay any and all stamp\nand other taxes (other than any income or franchise or similar taxes, or any\ninterest or penalties with respect thereto) and fees payable or determined to be\npayable in connection with the execution, delivery, filing and recording of this\nAgreement and\n\n\n\n                                       25\n\n\n\nany documents to be delivered hereunder, and the Seller agrees to indemnify the\nPurchaser against any liabilities with respect to or resulting from any delay in\npaying or omission to pay such taxes and fees.\n\n                  SECTION 8.04.     Binding Effect; Assignability.  (a)  This\nAgreement shall be binding upon and inure to the benefit of the Seller and the\nPurchaser and their respective successors (whether by merger, consolidation or\notherwise) and assigns.  Except as otherwise permitted herein, the Seller agrees\nthat it will not assign or transfer all or any portion of its rights or\nobligations hereunder to any Person (other than Dell or any of its Controlled\nAffiliates) without the prior written consent of the Purchaser and a Majority in\nInterest of each outstanding Series.  In connection with any sale or assignment\nby the Purchaser of all or a portion of the Receivables, the buyer or assignee,\nas the case may be, shall, to the extent of its purchase or assignment, have all\nrights of the Purchaser under this Agreement(as if such buyer or assignee, as\nthe case may be, were the Purchaser hereunder) except to the extent specifically\nprovided in the agreement between the Purchaser and such buyer or assignee.\n\n                  (b) The Seller acknowledges that the Purchaser shall assign to\nthe Trust, as collateral security for the Purchaser's obligations under the\nPooling and Servicing Agreement, all of the Purchaser's rights, remedies, powers\nand privileges hereunder (including, without limitation, the right to give any\nnotice which the Purchaser may provide to the Seller hereunder), provided that\nthe Purchaser shall not assign or delegate any of its duties or obligations\nhereunder to the Trust.\n\n                  (c) This Agreement shall create and constitute the continuing\nobligations of the parties hereto in accordance with its terms, and shall remain\nin full force and effect until such time, after the last Termination Date of any\nSeries; provided, however, that rights and remedies with respect to any breach\nof any representation and warranty made by the Seller pursuant to Article IV and\nthe provisions of Article VII and Sections 5.03(h), 8.03 and 8.13 shall be\ncontinuing and shall survive any termination of this Agreement.\n\n                  SECTION 8.05.     Governing Law, Jurisdiction, Consent to\nService of Process.\n\n                  (a) Governing Law. THIS AGREEMENT, INCLUDING THE RIGHTS AND\nDUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE\nWITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS\nCONFLICT OF LAW PROVISIONS, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE\nINTERESTS OF THE PURCHASER IN THE RECEIVABLES IS GOVERNED BY THE LAWS OF A\nJURISDICTION OTHER THAN THE STATE OF NEW YORK.\n\n                  (b) Jurisdiction.  Each of the parties hereto hereby\nirrevocably and unconditionally submits to the nonexclusive\n\n\n\n                                       26\n\n\n\njurisdiction of any New York State court or federal court of the United States\nof America sitting in New York City, and any appellate court from any thereof,\nin any action or proceeding arising out of or relating to this Agreement, and\neach of the parties hereto hereby irrevocably and unconditionally (i) agrees\nthat all claims in respect of any such action or proceeding may be heard and\ndetermined in such New York State or, to the extent permitted by law, such\nfederal court and (ii) waives the defense of an inconvenient forum. Each of the\nparties hereto agrees that a final judgment in any such action or proceeding\nshall be conclusive and may be enforced in other jurisdictions by suit on the\njudgment or in any other manner provided by law.\n\n                  (c) Consent to Service of Process. Each party to this\nAgreement irrevocably consents to service of process by personal delivery,\ncertified mail, postage prepaid or overnight courier. Nothing in this Agreement\nwill affect the right of any party to this Agreement to serve process in any\nother manner permitted by law.\n\n                  (d) Waiver of Jury Trial. Each party to this Agreement waives\nany right to a trial by jury in any action or proceeding to enforce or defend\nany rights under or relating to this Agreement, any other Transaction Document,\nthe Fee Letter or any amendment, instrument, document or agreement delivered or\nwhich may in the future be delivered in connection herewith or therewith or\narising from any course of conduct, course of dealing, statements (whether\nverbal of written), actions of any of the parties hereto or any other\nrelationship existing in connection with this Agreement or any other Transaction\nDocument or the Fee Letter, and agrees that any such action or proceeding shall\nbe tried before a court and not before a jury.\n\n                  SECTION 8.06.     No Waiver; Cumulative Remedies.  No failure\nto exercise and no delay in exercising, on the part of the Purchaser, any right,\nremedy, power or privilege hereunder, shall operate as a waiver thereof; nor\nshall any single or partial exercise of any right, remedy, power or privilege\nhereunder preclude any other or further exercise thereof or the exercise of any\nother right, remedy, power or privilege. The rights, remedies, powers and\nprivileges herein provided are cumulative and not exhaustive of any rights,\nremedies, powers and privileges provided by law.\n\n                  SECTION 8.07.     Amendment. (a) This Agreement may be amended\nfrom time to time by the Seller and the Purchaser without the consent of any of\nthe Investor Certificateholders (i) to cure any ambiguity, (ii) to correct or\nsupplement any provision herein which may be inconsistent with any other\nprovision herein or (iii) to add any other provisions with respect to matters or\nquestions arising under this Agreement which are not inconsistent with the\nprovisions of this Agreement; provided that any amendment pursuant to this\nclause (a) shall not, as evidenced by an Opinion of Counsel, adversely affect in\nany material respect the interests of\n\n\n\n                                       27\n\n\n\nany Investor Certificateholders.  Notice of any amendment entered into pursuant\nto this clause (a) shall be given to the Rating Agencies.\n\n                  (b) This Agreement may be amended from time to time by the\nSeller and the Purchaser, so long as the Rating Agency Condition is satisfied,\nwith the consent of a Majority in Interest of each adversely affected Series for\nthe purpose of adding any provisions to or changing in any manner or eliminating\nany of the provisions of this Agreement or of modifying in any manner the rights\nof the Certificateholders. The Trustee may request an Officer's Certificate and\nOpinion of Counsel with respect to an amendment entered into pursuant to this\nclause (b) concerning compliance with the requirements of this Agreement. Any\namendment to be effected pursuant to this paragraph shall be deemed to adversely\naffect all outstanding Series, other than any Series with respect to which such\naction shall not, as evidenced by an Opinion of Counsel (which counsel shall not\nbe an employee of, or counsel for, Dell, the Seller or the Purchaser), addressed\nand delivered to the Trustee, adversely affect the interests of any Investor\nCertificateholder of such Series.\n\n                  SECTION 8.08. Severability. If any provision hereof is deemed\nvoid or unenforceable in any jurisdiction, such voiding or unenforceability\nshall not affect the validity or enforceability of such provision in any other\njurisdiction or any other provision hereof in such or any other jurisdiction.\n\n                  SECTION 8.09. Notices. All notices and other communications\nprovided for hereunder shall, unless otherwise stated herein, be in writing\n(including telex and facsimile communication) and shall be personally delivered\nor sent by certified mail, postage prepaid, or overnight courier or facsimile,\nto the intended party at the address or facsimile number of such party set forth\nbelow or at such other address or facsimile number as shall be designated by\nsuch party in a written notice to the other parties hereto. All such notices and\ncommunications shall be effective (a) if personally delivered, when received,\n(b) if sent by certified mail, four Business Days after having been deposited in\nthe mail, postage prepaid, (c) if sent by overnight courier, two Business Days\nafter having been given to such courier, unless sooner received by the addressee\nand (d) if transmitted by facsimile, when sent, upon receipt confirmed by\ntelephone or electronic means. Notices and communications sent hereunder on a\nday that is not a Business Day shall be deemed to have been sent on the\nfollowing Business Day.\n\n\n\n                                       28\n\n\n\n                  (a)      If to the Seller,\n\n                           Dell Direct Sales L.P.\n                           2214 West Braker Lane, Suite D\n                           Austin, Texas  78758\n                           Tel: (512) 728-3343\n                           Fax: (512) 728-0043\n                           Attn: Treasurer\n\n                  (b)      If to the Purchaser,\n\n                           Dell Receivables L.P.\n                           2112 Kramer Lane\n                           Austin, Texas  78758\n                           Tel: (512) 728-5829\n                           Fax: (512) 728-5986\n                           Attn: Assistant Treasurer\n\n                  SECTION 8.10. Counterparts. This Agreement may be executed in\nany number of counterparts and by the different parties hereto in separate\ncounterparts, each of which when so executed shall be deemed to be an original,\nand all of which taken together shall constitute one and the same agreement.\n\n                  SECTION 8.11. Construction of Agreement as Security Agreement.\nIt is the intent of the parties that the transactions contemplated herein\nconstitute sales of the Receivables to the Purchaser. If, however, such\ntransactions are deemed to be loans, (a) the Seller hereby grants to the\nPurchaser a first priority security interest in all of the Seller's right, title\nand interest in and to the Receivables now existing and hereafter created, all\nmonies due or to become due and all amounts and other proceeds received with\nrespect thereto, to secure all of the Seller's obligations hereunder, and (b)\nthis Agreement shall constitute a security agreement under applicable law.\n\n                  SECTION 8.12. Termination. This Agreement will terminate on\nthe last Termination Date specified in any Series Supplement; provided, however,\nthat the representations, warranties and remedies offered by or made available\nagainst the Seller, the indemnities of the Seller to the Indemnified Parties set\nforth in this Agreement shall survive such termination, and provided, further,\nthat the Purchaser shall remain entitled to receive any collections on\nReceivables sold hereunder which have become Defaulted Receivables after it\nshall have completed its collection efforts in respect thereof.\n\n                  SECTION 8.13.     Third-Party Beneficiary.  The Indemnified\nParties are third-party beneficiaries of all provisions of this\nAgreement and are entitled to enforce the provisions of Section\n7.01 of this Agreement to the extent any Indemnified Amounts are\ndue such parties.\n\n\n\n                                       29\n\n\n\n                  SECTION 8.14. The Seller's Obligations. It is expressly agreed\nthat, anything contained in this Agreement to the contrary notwithstanding, the\nSeller shall be obligated to perform all of its obligations under the\nReceivables to the same extent as if the Purchaser had no interest therein and\nthe Purchaser shall have no obligations or liability under Receivables to any\nObligor thereunder by reason of or arising out of this Agreement, nor shall the\nPurchaser be required or obligated in any manner to perform or fulfill any of\nthe obligations of the Seller under or pursuant to any Receivable.\n\n\n\n                                       30\n\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\nReceivables Purchase Agreement to be duly executed by their respective officers\nthereunto duly authorized as of the day and year first above written.\n\n                                             DELL DIRECT SALES L.P.,\n                                                as Seller\n                                                by DELL GEN. P. CORP.,\n                                                as its general partner\n\n                                             By: \/s\/ Thomas J. Meredith\n                                                 ------------------------------\n                                                 Name:  Thomas J. Meredith\n                                                 Title: Chief Financial Officer\n\n                                             DELL RECEIVABLES L.P.,\n                                               as Purchaser\n                                               by DELL RECEIVABLES GEN. P. CORP,\n                                               as its general partner\n\n                                             By: \/s\/ Thomas J. Meredith\n                                                 ----------------------\n                                                 Name:  Thomas J. Meredith\n                                                 Title: President\n\n\n\n   \n    \n   \n                                   EXHIBITS\n    \n                                      \n   \n           The following Exhibit has been omitted from this filing:\n    \n                                      \n   \n                        Exhibit A -- Subordinated Note\n    \n\n   \nThe registrant hereby undertakes to furnish supplementally a copy of such\nExhibit to the Commission upon request. The executed version of this Exhibit\nappears as Exhibit 10.21 to this Report.\n    \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7289],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9564,9560],"class_list":["post-41244","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dell-computer-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance__factor","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41244","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41244"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41244"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41244"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41244"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}