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 shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance reasonably satisfactory to the Agent, a completed Seller Report (or, in the case of the initial purchase, a pro forma Seller Report for the period ending May 31, 2001) 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 Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such purchase or reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (iii) The Agent shall not have given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Purchase Agreement, all Originator Receivables outstanding on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Program Agent and each Investor Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Program Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(g)(ii) a completed Weekly Report or if required by Section 6.02(g)(iii) a completed Daily Report, a pro forma Seller Report for the period ending May 31, 2001) 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 Pool Non-Compliance Date, 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 reasonably satisfactory to the Program Agent, a completed Seller 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(g6.02(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 34 40 the statement statements 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section Sections 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (iii) The Program Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their in Receivable Interests or, with respect to any reinvestment by a particular Investor, the Investor Agent for such Investor shall not have given the Seller notice that such Investor has terminated the reinvestment of Collections in Receivable InterestsInterests (unless such notice has been revoked by such Investor Agent), and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day on or prior to such purchase, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchase, a pro forma Seller Report for the period ending May 31, 2001) containing information covering the most recently ended reporting period for which calendar month and a completed Interim Report containing information is required pursuant to Section 6.02(g) covering the most recently completed calendar week and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(iparagraph (i) of Exhibit V would occur, ; (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, 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 that such statements are then true), except that 34 40 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 Collection Agent (each as to itself) that such statements are then true):Issuer: (i) The the representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) Exhibit III 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 the Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors one or more Issuers have terminated the reinvestment of Collections attributable to their in Receivable Interests in Receivable Interests, and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent United Receivables-I shall have sold or contributed to the Seller, pursuant to the Parent/Seller SPV Purchase Agreement, all Receivables purchased from the Originators under the Originator Receivables outstanding on Purchase Agreement prior to such date; and (c) the date the applicable Originator first became an Originator hereunder Agent and thereafter arising through and including CSFB shall have received such purchase other approvals, opinions or reinvestment date, anddocuments as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchase, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchase, a pro forma Seller Monthly Report for the period ending May 31September 28, 2001) 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 Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such purchase or reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (iii) The Agent shall not have given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Purchase AgreementPCA, all Originator Receivables outstanding on the date the applicable Originator first became an Originator hereunder hereof and thereafter arising through and including such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Program Agent and each Investor Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Program Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(g)(ii) a completed Weekly Report or if required by Section 6.02(g)(iii) a completed Daily Report, a pro forma Seller Report for the period ending May 31, 2001) 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 Pool Non-Compliance Date, 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 reasonably satisfactory to the Program Agent, a completed Seller 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(g6.02(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 34 40 the statement statements 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section Sections 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (iii) The Program Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their in Receivable Interests or, with respect to any reinvestment by a particular Investor, the Investor Agent for such Investor shall not have given the Seller notice that such Investor has terminated the reinvestment of Collections in Receivable InterestsInterests (unless such notice has been revoked by such Investor Agent), and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(h), a pro forma Seller completed Weekly Report for the period ending May 31or a completed Daily Report, 2001) containing information covering the most recently ended reporting period for which information is required pursuant to Section Sections 6.02(g) or 6.02(h), as the case may be, and demonstrating that after giving effect to such purchase no Pool Non-Compliance Date, 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 Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report or, if required by Section 6.02(h), a completed Weekly Report or 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) or Section 6.02(h), as the case may be, (c) on the date of such purchase or reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) are correct on and as of the date of such purchase or reinvestment as though made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be correct as of such earlier date), (ii) 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 Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, and (iv) The Originators Ferro Color and FPL shall have sold to the ParentFerro, pursuant to the Originator Purchase Agreement, all Originator Receivables originated by them arising on or prior to such date, and the Parent Ferro shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and (d) 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 shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Program Agent and each Investor Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Program Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(g)(ii) a completed Weekly Report or if required by Section 6.02(g)(iii) a completed Daily Report, a pro forma Seller Report for the period ending May 31, 2001) 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 Pool Non-Compliance Date, 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 reasonably satisfactory to the Program Agent, a completed Seller 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(g6.02(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 34 40 the statement statements 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section Sections 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 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 attributable to their in Receivable Interests or, with respect to any reinvestment by a particular Investor, the Investor Agent for such Investor shall not have given the Seller notice that such Investor has terminated the reinvestment of Collections in Receivable InterestsInterests (unless such notice has been revoked by such Investor Agent), and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(h), a pro forma Seller completed Weekly Report for the period ending May 31or a completed Daily Report, 2001) containing information covering the most recently ended reporting period for which information is required pursuant to Section Sections 6.02(g) or 6.02(h), as the case may be, and demonstrating that after giving effect to such purchase no Pool Non-Compliance Date, 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 Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report or, if required by Section 6.02(h), a completed Weekly Report or 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) or Section 6.02(h), as the case may be, (c) on the date of such purchase or reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that such statements are then true): (i1) The representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) are correct on and as of the date of such purchase or reinvestment as though made on and as of such date, (ii2) 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, (iii3) The Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, and (iv4) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day prior to such purchasepurchase (in the case of a Monthly Report or a Weekly Report) and on the same day of (but prior to) such purchase (in the case of a Daily Report), in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchaseif required by Section 6.02(g)(ii) a completed Weekly Report or if required by Section 6.02(g)(iii) a completed Daily Report, a pro forma Seller Report for the period ending May 31, 2001) 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 Pool Non-Compliance Date, 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 Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller 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(g6.02(g)(i), (ii) or (iii), as the case may be, (c) on the date of such purchase or 37 reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (iii) The Agent shall not have given the Seller at least one Business Day's notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) ), and each reinvestment in, the Pool Receivables shall be subject to the further conditions precedent that that: (a) in the case of each purchase, the Collection Agent shall have delivered to the Agent at least one Business Day on or prior to such purchase, in form and substance reasonably satisfactory to the Agent, a completed Seller Monthly Report (or, in the case of the initial purchase, a pro forma Seller Report for the period ending May 31, 2001) containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) Fiscal Month and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(iparagraph (j) of Exhibit V would occur, ; (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, 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 that such statements are then true), except that 34 40 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 Collection Agent (each as to itself) that such statements are then true):Investor: (i) The the representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) Exhibit III 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 the Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in all or some Receivable Interests, and (iv) The Originators shall have sold to the Parent, pursuant to the Originator Purchase Agreement, and the Parent SPX shall have sold or contributed to the Seller, pursuant to the Parent/Seller Purchase and Contribution Agreement, all Originator Receivables outstanding arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, andwhich SPX acquired from the Originators other than TIS in accordance with the terms of the Purchase and Contribution Agreement. (c) in the case of a purchase, the Seller shall have delivered to the Agent a Purchase Request at least three Business Days in advance.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) and each reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Collection Agent shall have delivered to the each Agent, in form and substance satisfactory to each Agent (i) at least one Business Day prior to such purchase, in form the latest completed Monthly Report which was then required to be delivered hereunder and substance reasonably satisfactory (ii) by no later than 3:00 P.M. (New York City time) on the date prior to the Agentsuch purchase, a completed Seller Report (orDaily Report, in the each case of the initial purchase, a pro forma Seller Report for the period ending May 31, 2001) 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 (iv), 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 reasonably satisfactory to the Program Agent, a completed Seller Monthly Report or, if required by Section 6.02(g)(ii), a completed Weekly Report, in each case containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g6.02(g)(i) or (ii), as the case may be, (c) on the date of such purchase or reinvestment the following statements shall be true, except that 34 40 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 Collection Agent (each as to itself) that each such statements are statement is then true): (i) The representations and warranties contained in Section Sections 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) 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 or an Incipient Event of Termination, (it being agreed that an Incipient Event of Termination shall exist during any period when the terms of the final PROVISO in Section 7.01(a) [force majeure] are applicable), (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 attributable to their in Receivable Interests or, in the case of any reinvestment by a particular Investor, the Investor Agent for such Investor shall not have given the Seller notice that such Investor has terminated the reinvestment of Collections in Receivable InterestsInterests (unless such notice has been revoked by such Investor Agent), and (iv) The Originators shall have sold to the Parent, pursuant to the Each Originator Purchase Agreement, and the Parent shall have sold or contributed to the Seller, pursuant to the Parent/Seller Originator Purchase Agreement, all Originator Receivables outstanding originated by it and arising on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including or prior to such purchase or reinvestment date, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase of (including the initial purchase) and each reinvestment in the Pool Receivables shall be subject to the further conditions precedent that that (a) in the case of each purchase, the Collection Agent shall have delivered to the Administrative Agent at least one Business Day and each Purchaser Agent on or prior to such purchase, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent, a completed Seller Monthly Report, Weekly Report (orand Daily Report, in the case of the initial purchasewhen applicable, a pro forma Seller Report for the period ending May 31, 2001) containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) calendar month and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01(iparagraph (i) of Exhibit V would occur, ; (b) in the case of each reinvestment, the Collection Agent shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance reasonably satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g), (c) on the date of such purchase or reinvestment pursuant to Section 1.04(b)(ii) of the Agreement, 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 that such statements are then true), except that 34 40 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 Collection Agent (each as to itself) that such statements are then true):Investor: (i) The the representations and warranties contained in Section 4.01 (in the case of the Seller) and 4.02 (in the case of the Collection Agent) Exhibit III 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,, and (iii) The the Administrative Agent shall not have given the Seller at least one Business Day's ’s notice that the Investors have terminated the reinvestment of Collections attributable to their Receivable Interests in Receivable Interests, ; and (ivc) The Originators in the case of each purchase, the Administrative Agent and each Purchaser Agent shall have sold to the Parentreceived a Purchase Request and such other approvals, pursuant to the Originator Purchase Agreement, and the Parent shall have sold opinions or contributed to the Seller, pursuant to the Parent/Seller Purchase Agreement, all Originator Receivables outstanding on the date the applicable Originator first became an Originator hereunder and thereafter arising through and including such purchase or reinvestment date, anddocuments as it may reasonably request.