Common use of Conditions Precedent to All Purchases and Reinvestments Clause in Contracts

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) the Servicer shall have delivered to the Agent all Monthly Reports required to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase Purchase (including the initial purchasePurchase) and each reinvestment hereunder Reinvestment hereunder, shall be subject to the further conditions precedent that: (a) in the case of each Purchase, the Servicer shall have delivered to the Agent all Monthly Reports required Administrator on or prior to such purchase, in form and substance satisfactory to the Administrator, a completed Servicer Report with respect to the immediately preceding calendar month, dated within two (2) Business Days prior to the date of such Purchase, together with such additional information as may be delivered hereunder, each duly completed and containing information covering reasonably requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g);Administrator; and (b) on the date of such purchase Purchase or reinvestment Reinvestment the following statements shall be true (and acceptance Seller by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then truehave certified that): (i) the representations and warranties contained in Sections 4.01 and 4.02 Article VI are correct on and as of the date of such purchase or reinvestment day as though made on and as of such day and shall be deemed to have been made on such day (except that any such representation or warranty that is expressly stated as being made only as of a specified earlier date shall be true and correct in all material respects as of such earlier date; ), (ii) no event has occurred and is continuing, or would result from such purchase Purchase or reinvestmentReinvestment, that constitutes an a Liquidation Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.Unmatured Liquidation Event,

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) of a Purchaser Interest and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase or Reinvestment: (i) the Servicer shall have delivered to the Agent all Monthly Reports required on or prior to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase or reinvestment purchase, in form and substance satisfactory to the following statements Agent, all Monthly Reports and Weekly Reports as and when due under Section 8.5 and (ii) upon the Agent’s request, the Servicer shall be true (and acceptance of have delivered to the proceeds of Agent at least three days prior to such purchase or reinvestment shall be deemed a representation and warranty by Reinvestment an interim report showing the Seller and the Servicer amount of Eligible Receivables only; (each as to itself) that such statements are then true): (ib) the representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationFacility Termination Date shall not have occurred; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.; and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that:of (a) in the case of each purchase, the Servicer shall have delivered (i) to the Agent all Monthly Reports required Trustee, on or prior to be delivered hereundersuch purchase, each duly completed and containing information covering the then most recently ended reporting period for which information is recent computer file or microfiche or written list of Accounts required pursuant to Section 6.02(g);2.1 or 2.6(d)(ii) of the Pooling and Servicing Agreement, and (ii) to the Agent, on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Servicer Report dated within 31 days prior to the date of such purchase together with such additional information as may reasonably be requested by the Agent, (b) on the date of such purchase or reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by the Purchaser (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the The representations and warranties contained in Sections 4.01 and 4.02 Exhibit III are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;, and (ii) no No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Early Amortization Event of Terminationor that would constitute an Early Amortization Event but for the requirement that notice be given or time elapse or both, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) The Agent shall not have given the Originator shall have sold or contributed to Seller and the SellerServicer at least one Business Day's notice that the Purchaser has terminated the reinvestment of Collections in Purchaser Receivable Interests, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) 7.16.12. the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase ------------------------------------------------------- (except as to clause (a), including the initial purchase) and each reinvestment hereunder ---------- shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent all Funding Agents on or before such purchase, in form and substance satisfactory to the Funding Agents, a completed pro forma Monthly Reports required Report (and/or a pro forma Weekly Report or Daily Report, if applicable) to be delivered hereunder, each duly completed reflect the level of Capital and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g);related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III to the ----------- Agreement are true and 4.02 are correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably requestUnmatured Termination Event.

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Receivable Interest (including the initial purchaseother than pursuant to Section 2.1) and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: (a) in the case of each such purchase, the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Monthly Reports required to be delivered hereunder, each duly completed as and containing information covering the most recently ended reporting period for which information is required pursuant to when due under Section 6.02(g)6.5; (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained set forth in Sections 4.01 and 4.02 Section 3.1 are correct on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute an Event of Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes an would constitute a Potential Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationDefault; and (iii) the Originator Liquidity Termination Date shall not have sold or contributed to occurred and the Seller, pursuant to aggregate Capital of all Receivable Interests does not exceed the Sale Agreement, all Receivables that arose on or prior to such date; andPurchase Limit. (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase (other than the initial purchase), the Servicer shall have delivered to the Agent all on or before such purchase, in form and substance satisfactory to the Agent, a completed pro forma Monthly Reports required Report to be delivered hereunder, each duly completed reflect the level of Capital and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g)related reserves after such subsequent purchase; (b) on the date of such purchase (including the initial purchase) or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III to the Agreement are true and 4.02 are correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or that would constitute an Event of TerminationUnmatured Termination Event, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and sum of (ca) the Agent shall have received such other approvals, opinions or documents as it may reasonably requestaggregate Capital and Total Reserves of the Purchased Interest under this Agreement and (b) the aggregate "Capital" and "Total Reserves" of all Purchased Interests under the Receivables Purchase Agreement would not exceed the Adjusted Net Receivables Pool Balance.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) Purchase of a Receivable Interest and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: (a) in the case of each such purchase, the Servicer shall have delivered to the Agent Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agents, all Monthly Reports required to be delivered hereunder, each duly completed as and containing information covering the most recently ended reporting period for which information is required pursuant to when due under Section 6.02(g)6.5; (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true both before and after giving effect to such purchase or Reinvestment (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained set forth in Sections 4.01 and 4.02 Section 3.1 are correct on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided, however, that the representation and warranty set forth in Section 3.1 (k) need only be true and correct as of the date of the initial purchase of Receivable Interests hereunder; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of would constitute a purchase, an Incipient Event of TerminationPotential Servicer Default; and (iii) the Originator Liquidity Termination Date shall not have sold or contributed to occurred, the Seller, pursuant to aggregate Capital of all Receivable Interests shall not exceed the Sale Agreement, all Receivables that arose on or prior to such datePurchase Limit and the aggregate Receivable Interests shall not exceed 100%; and (c) the Administrative Agent shall have received such other approvals, opinions or documents as it any Agent may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent all Monthly Reports required on or prior to be delivered hereundersuch purchase, each duly in form and substance satisfactory to the Agent, (i) a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase (or a completed Portfolio Certificate, dated as of the last Business Day of the immediately preceding calendar week) and containing information covering (ii) a completed Portfolio Certificate to the most recently ended reporting period for which information extent a daily Portfolio Certificate is required pursuant in accordance with Section 4.2(e) of the Agreement, and shall have delivered to Section 6.02(g);the Agent such additional information as may reasonably be requested by the Agent. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date; ; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationUnmatured Termination Event; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: that (a) in the Servicer case of each purchase, the Collection Agent shall have delivered to the Program Agent all and each Investor Agent at least one Business Day prior to such purchase, in form and substance satisfactory to the Program Agent, a completed Monthly Reports Report or, if required to be delivered hereunderby Section 6.02(g)(ii), a completed Weekly Report, or, if required by Section 6.02(g)(iii), a completed Daily Report, in each duly completed and case, containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g6.02(g)(i); , (ii) or (iii), as the case may be, and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Program Agent and each Investor Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Program Agent, a completed Monthly Report or, if required by Section 6.02(g)(ii), a completed Weekly Report, or, if required by Section 6.02(g)(iii), a completed Daily Report, in each case containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g)(i), (ii) or (iii), as the case may be, (c) on the date of such purchase or reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Investor (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer Collection Agent (each as to itself) that such statements are then true): (i) the The representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination or an Incipient Event of Termination, (iii) The Program Agent shall not have given the Seller at least one Business Day’s notice that the Investors have terminated the reinvestment of Collections in Receivable Interests, an Involuntary Bankruptcy Event or, in the case of any reinvestment by a purchaseparticular Investor, an Incipient Event the Investor Agent for such Investor shall not have given the Seller notice that such Investor has terminated the reinvestment of Termination; andCollections in Receivables Interests (unless such notice has been revoked by such Investor Agent), (iiiiv) the Originator The Originators shall have sold or contributed to the Intermediate SPVs, directly or indirectly, and the Intermediate SPVs shall have sold to the Seller, pursuant to the Sale AgreementPurchase Agreements, all Originator Receivables that arose arising or created on or prior to such date; , and (cv) the Agent There shall have received such other approvalsbeen no material adverse change in the collectibility of the Receivables taken as a whole since the date hereof, opinions or documents as it may reasonably request.and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent Administrator on or prior to such purchase, in form and substance satisfactory to the Administrator, a completed Seller Report with respect to the immediately preceding calendar month, dated within 10 days prior to the date of such purchase together with a listing by Obligor of all Monthly Reports required to Receivables and such additional information as may reasonably be delivered hereunder, each duly completed and containing information covering requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Administrator; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 PARAGRAPHS (e), (f), (h), (i), (j), (k), (o), (q), (r) and 4.02 (t) of EXHIBIT III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an a Termination Event of Termination, an Involuntary Bankruptcy or that would constitute a Termination Event or, in but for the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold requirement that notice be given or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on time elapse or prior to such dateboth; and (c) the Agent Administrator shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Receivable Interest (including the initial purchaseother than pursuant to Section 2.1) and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase, the Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent, all Monthly Settlement Reports required to be delivered hereunder, each duly completed as and containing information covering the most recently ended reporting period for which information is required pursuant to when due under Section 6.02(g); 6.5; (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true both before and after giving effect to such Reinvestment (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained set forth in Sections 4.01 and 4.02 Article III are correct on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of would constitute a purchase, an Incipient Event of Termination; andPotential Servicer Default; (iii) the Originator Liquidity Termination Date shall not have sold or contributed to occurred, the SellerAggregate Capital shall not exceed the Purchase Limit, pursuant to and the Sale Agreement, all Receivables that arose on or prior to such dateAggregate Capital shall not exceed the Capital Limit; and (iv) in the case of any DM Purchase or any Reinvestment for a Receivable Interest that shall have arisen from a DM Purchase, the applicable Purchaser(s) shall have obtained hedging and currency arrangements in connection therewith reasonably satisfactory to such Purchaser(s). and (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. (a) Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: that (a) the Servicer shall have delivered to the Agent and each Bank Purchaser all Monthly Reports required to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); , (b) on the date of such purchase or reinvestment the following statements shall be true, except that the statements in clause (iii) below are required to be true only if such purchase or reinvestment is by the Conduit Purchaser (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the The representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) The Agent shall not have given the Originator Seller notice that the Conduit Purchaser has terminated the reinvestment of Collections in Receivable Interests; and (iv) NIPSCO's Debt Rating shall be at least BBB - from S&P and Baa3 from Xxxxx'x; and (v) NIPSCO shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest (including the initial purchaseother than pursuant to Section 13.1) and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: that (a) the Servicer shall have delivered to the Agent all Monthly Reports required on or prior to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase or reinvestment Reinvestment, in form and substance satisfactory to the Agent, all Monthly Reports as and when due under Section 8.5; (b) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (c) the Facility Termination Date shall not have occurred; (d) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (e) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase Incremental Purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained set forth in Sections 4.01 Section 5.1 are true and 4.02 are correct on and as of the date of such purchase Incremental Purchase or reinvestment Reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase Incremental Purchase or reinvestmentReinvestment, that constitutes will constitute an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.Amortization Event,

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or prior to such purchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, a completed Servicer Report with respect to the immediately preceding Fiscal Month, dated within 40 days prior to the date of such purchase together with a listing by Obligor of all Monthly Reports required to Receivables, a completed Collateral Report, dated as of the date requested by the Administrator and each Purchaser Agent, and such additional information as may reasonably be delivered hereunder, each duly completed and containing information covering requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Administrator or any Purchaser Agent; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationUnmatured Termination Event; and (iii) in the Originator shall have sold or contributed to case of purchases only, no event of the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such datetype described in clause(e) of Exhibit V has occurred and is continuing; and (c) the Administrator and each Purchaser Agent shall have received such other approvals, opinions or documents as it such Person may reasonably request.. 1408834 98442494 II-

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrative Agent all Monthly Reports required on or prior to such purchase, in form and substance satisfactory to the Administrative Agent, a completed Seller Report with respect to the immediately preceding calendar month, dated within three (3) Business Days prior to the date of such purchase and such additional information as may reasonably be delivered hereunderrequested by the Administrative Agent including, each duly completed without limitation, a listing of Obligors and containing information covering their respective portions of the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Pool Receivables at any time; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller Seller, the Servicer and the Servicer (each as to itself) Parent that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit II are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an a Termination Event of Termination, an Involuntary Bankruptcy or that would constitute a Termination Event or, in but for the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold requirement that notice be given or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on time elapse or prior to such dateboth; and (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request.. EXHIBIT II

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: that (a) in the case of each purchase, the Parent Servicer shall have delivered to the Operating Agent all Monthly completed Seller Reports required to be have been delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); ) on or before such date and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01 (h) would occur, (b) in the case of each reinvestment, the Parent Servicer shall have delivered to the Operating Agent on or prior to the date of such reinvestment, in form and substance satisfactory to the Operating Agent, all Seller Reports required to have been delivered pursuant to Section 6.02(g) on or before such date, (c) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the each Servicer (each as to itself) that such statements are statement is then true): (i) the The representations and warranties contained in Sections 4.01 and 4.02 are correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, Termination or an Incipient Event of Termination; , and (iii) the Originator The Originators shall have sold or contributed to the Seller, pursuant to the Sale Originator Purchase Agreement, all Originator Receivables that arose arising on or prior to such date; , and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent all Monthly Reports at least two (2) Business Days prior to such purchase, in form and substance satisfactory to the Agent, a completed Investor Report containing information covering the most recently ended reporting period for which information is required pursuant to be Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(k) would occur; (b) in the case of each proposed purchase or reinvestment, the Servicer shall have delivered hereunderto the Agent on or prior to the date of such reinvestment, each duly in form and substance satisfactory to the Agent, a completed and Investor Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (bc) on the date of such proposed purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections Section 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date and shall be deemed made on such day, except to the extent such representation and warranty relates solely to an earlier date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, Termination or an Incipient Event of Termination; (d) no Designated Event shall have occurred; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (ce) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; provided, however, that the absence of the occurrence and continuance of an Incipient Event of Termination shall not be a condition precedent to any reinvestment or purchase on any day which does not cause the aggregate Capital after giving effect to such reinvestment or purchase to exceed aggregate Capital as of the opening of business on such day.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) Purchase of a Receivable Interest and each reinvestment hereunder Reinvestment shall be subject to the further conditions precedent that: (a) in the case of each such purchase, the Servicer shall have delivered to the Agent Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agents, all Monthly Reports required to be delivered hereunder, each duly completed as and containing information covering the most recently ended reporting period for which information is required pursuant to when due under Section 6.02(g)6.5; (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true both before and after giving effect to such purchase or Reinvestment (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained set forth in Sections 4.01 and 4.02 Section 3.1 are correct on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided, however, that the representation and warranty set forth in Section 3.1(k) need only be true and correct as of the date of the initial purchase of Receivable Interests hereunder; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of would constitute a purchase, an Incipient Event of TerminationPotential Servicer Default; and (iii) the Originator Liquidity Termination Date shall not have sold or contributed to occurred, the Seller, pursuant to aggregate Capital of all Receivable Interests shall not exceed the Sale Agreement, all Receivables that arose on or prior to such datePurchase Limit and the aggregate Receivable Interests shall not exceed 100%; and (c) the Administrative Agent shall have received such other approvals, opinions or documents as it any Agent may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder under this Agreement shall be subject to the further conditions precedent that: (a) the Servicer shall have delivered to the Agent all Monthly Reports required to be delivered hereunder, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase (including the initial purchase) or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III to the Agreement are true and 4.02 are correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; provided, however, that it shall not be a condition precedent to any reinvestment that a Termination Event or Unmatured Termination Event described in paragraph (j) of Termination, an Involuntary Bankruptcy Event or, in Exhibit V shall not have occurred unless and until the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, Agent is permitted pursuant to Section 2.2(b), to exercise any right, remedy or power available to it hereunder (other than under the Sale proviso to Section 2.2(b) of the Receivables Purchase Agreement, all Receivables that arose on ) or prior pursuant to applicable law as a result of the occurrence of such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.Termination Event;

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent all Monthly Reports required and the Insurer on or prior to such purchase, in form and substance satisfactory to the Agent and the Insurer, a completed Servicer Report with respect to the immediately preceding calendar month, dated within 30 days prior to the date of such purchase and shall have delivered to the Agent and the Insurer such additional information as may reasonably be delivered hereunder, each duly completed requested by the Agent and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g);Insurer. (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 EXHIBIT III are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationUnmatured Termination Event; and (iii) the Originator shall have sold sum of the aggregate of the Participations does not exceed 100%; and (iv) The amount on deposit in the Cash Reserve Account is equal to or contributed to greater than the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such dateCash Reserve; and (c) the Agent and the Insurer shall have received such other approvals, opinions or documents as it each may reasonably request.. [Amended and Restated II-4 Receivables Purchase Agreement] EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Monthly Receivables Report with respect to the immediately preceding Collection Period, dated within 51 days prior to the date of such purchase together with a listing by Obligor of all Monthly Reports required to Receivables and a current completed Interim Receivables Report and such additional information as may reasonably be delivered hereunder, each duly completed and containing information covering requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Agent; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) the representations and warranties of the originator in the Purchase and Sale Agreement are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date; and (iii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; andUnmatured Termination Event. (c) the Purchase and Sale Agreement is in full force and effect, and the Agent shall have received such other approvals, opinions or documents as it may reasonably request.. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, (but not reinvestment) the Servicer shall have delivered to the Agent on or prior to such purchase, in form and substance satisfactory to the Agent, a completed Servicer Report with respect to the immediately preceding Fiscal Month, dated within 15 days prior to the date of such purchase together with a listing by Obligor of all Monthly Reports required to Receivables and such additional information as may reasonably be delivered hereunder, each duly completed and containing information covering requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Agent; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III are true and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationUnmatured Termination Event; and (iii) in the Originator shall have sold or contributed to case of purchases only, no event of the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such datetype described in clause(e) of Exhibit V has occurred and is continuing; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase (other than the initial purchase), the Servicer shall have delivered to the Agent all on or before such purchase, in form and substance satisfactory to the Agent and the Co-Agent, a completed pro forma Monthly Reports required Report to be delivered hereunder, each duly completed reflect the level of Capital and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g);related reserves after such subsequent purchase; and (b) on the date of such purchase (including the initial purchase) or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 Exhibit III to the Agreement are true and 4.02 are correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of TerminationUnmatured Termination Event; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and sum of (ca) the Agent shall have received such other approvals, opinions or documents as it may reasonably requestaggregate Capital and Total Reserves of all Purchased Interests under this Agreement and (b) the aggregate "Capital" and "Total Reserves" of the Purchased Interest under the Parallel Purchase Commitment would not exceed the Adjusted Net Receivables Pool Balance.

Conditions Precedent to All Purchases and Reinvestments. Each purchase Purchase (including the initial purchasePurchase) hereunder and each reinvestment hereunder the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Sections 2.05 or 2.06 above, shall be subject to the further conditions precedent that: that (a) with respect to any such Purchase, on or prior to the Servicer date of such Purchase, the Seller shall have delivered to the Agent Agent, in form and substance satisfactory to the Agent, a completed Investor Report, dated within 20 days prior to the date of such Purchase and, upon the request of the Agent, a listing by Obligor of all Monthly Reports required to Pool Receivables and such additional information as may be delivered hereunderreasonably requested by the Agent, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase Purchase or reinvestment the CAFCO Agreement shall be in full force and effect and the following statements shall be true (and acceptance the Seller by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then truehave certified that): (i) the The representations and warranties contained in Sections Section 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment day as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such purchase Purchase or reinvestment, that which constitutes an Event of Termination, Termination or would constitute an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) Termination but for the Originator shall have sold requirement that notice be given or contributed to the Sellertime elapse or both, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and and (c) the Agent shall have received such other approvals, opinions or documents as it the Agent may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) of a Receivable Interest from the Seller and each reinvestment hereunder shall be subject to the further conditions precedent that: that (a) in the Servicer case of each purchase of a Receivable Interest from the Seller, the Collection Agent shall have delivered to the Program Agent all Monthly Reports required and each Investor Agent at least one Business Day prior to be delivered hereundersuch purchase, each duly in form and substance satisfactory to the Program Agent, a completed and Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); ) and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(i) would occur, (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Program Agent and each Investor Agent on or prior to the date of such reinvestment the completed Seller Report required to be delivered on or prior to such date pursuant to Section 6.02(g) and (c) on the date of such purchase or reinvestment the following statements shall be true, except that the statement in clause (iii) below is required to be true only if such purchase or reinvestment is by an Investor (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller Seller, the Parent and the Servicer Collection Agent (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the date of such purchase or reinvestment as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an Event of Termination, an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Agent Administrator on or prior to such purchase, in form and substance satisfactory to the Administrator, a completed Seller Report with respect to the immediately preceding calendar month, dated within 10 days prior to the date of such purchase together with a listing by Obligor of all Monthly Reports required to Receivables and such additional information as may reasonably be delivered hereunder, each duly completed and containing information covering requested by the most recently ended reporting period for which information is required pursuant to Section 6.02(g)Administrator; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties contained in Sections 4.01 paragraphs (e), (f), (h), (i), (j), (k), (o), (q), (r) and 4.02 (t) of Exhibit III are true and correct on and as of the date of such purchase or reinvestment as though made on and as of such date;; and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes an a Termination Event of Termination, an Involuntary Bankruptcy or that would constitute a Termination Event or, in but for the case of a purchase, an Incipient Event of Termination; and (iii) the Originator shall have sold requirement that notice be given or contributed to the Seller, pursuant to the Sale Agreement, all Receivables that arose on time elapse or prior to such dateboth; and (c) the Agent Administrator shall have received such other approvals, opinions or documents as it may reasonably request.. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each purchase Purchase (including the initial purchasePurchase) hereunder and each reinvestment hereunder the right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Share pursuant to Section 2.05 or 2.06 shall be subject to the further conditions precedent that: that (a) with respect to any such Purchase, on or prior to the Servicer date of such Purchase, the Collection Agent shall have delivered to the Agent all Monthly Reports required to be delivered hereundersuch additional information as may have been reasonably requested by the Agent, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g); (b) on the date of such purchase Purchase or reinvestment the Xxxxxx Agreement shall be in full force and effect and the following statements shall be true (and acceptance the Seller by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then truehave certified that): (i) the representations and warranties contained in Sections Section 4.01 and 4.02 of this Agreement are correct on and as of the date of such purchase or reinvestment day as though made on and as of such date;, and (ii) no event has occurred and is continuing, or would result from such purchase Purchase or reinvestment, that which constitutes an Event of Termination, Termination or would constitute an Involuntary Bankruptcy Event or, in the case of a purchase, an Incipient Event of Termination; and (iii) Termination but for the Originator shall have sold requirement that notice be given or contributed to the Sellertime elapse or both, pursuant to the Sale Agreement, all Receivables that arose on or prior to such date; and and (c) the Agent shall have received such other approvals, opinions or documents as it the Agent may reasonably request.