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) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 shall be subject to the further conditions precedent that: (a) with respect to any such purchase (other than the initial purchase), on or prior to the date of such purchase, the Servicer shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report dated within ten days prior to the date of such purchase and containing such additional information as may be reasonably requested by the Agent; (b) on the date of such purchase or reinvestment the following statements shall be true and the Seller by accepting the amount of such purchase or by receiving the proceeds of such reinvestment shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.01 and Section 4.02 are correct on and as of such day as though made on and as of such date, and (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute an Event of Termination or would constitute an Event of Termination but for the requirement that notice be given or time elapse or both, and (iv) WMECO's senior secured debt shall be rated at least the Required Rating, and (v) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 each reinvestment shall be subject to the further conditions precedent that: that (a) with respect to any such purchase (other than in the initial purchase), on or prior to the date case of such each purchase, the Servicer Collection Agent shall have delivered to the AgentAgent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Investor Seller Report dated within ten days 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, on or prior to the date of such purchase reinvestment the Collection Agent shall have delivered to the Agent as and containing such additional information as may be reasonably requested by when due in accordance with this Agreement, in form and substance 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), (bc) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed to have certified that:a representation and warranty by the Seller that such statements are then true): (i) The representations and warranties contained in Section 4.01 and Section 4.02 are correct on and as of the date of such day purchase or reinvestment as though made on and as of such date, and, (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute that constitutes an Event of Termination or would constitute an Incipient Event of Termination but for Termination, (iii) The Originator shall have sold or contributed to the requirement that notice be given Seller, pursuant to the Originator Purchase Agreement, all Originator Receivables arising on or time elapse or both, andprior to such date, (iv) WMECO's senior secured debt With respect to all purchases and reinvestments made on or after January 1, 2000, the Agent shall be rated at least the Required Ratinghave received evidence satisfactory to it that Collections are not being sent to any bank account other than a Designated Account, and (v) No law The Agent shall have received such other approvals, opinions or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, anddocuments as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 each reinvestment shall be subject to the further conditions precedent that: that (a) with respect to any such purchase (other than in the initial purchase), on or prior to the date case of such each purchase, the Servicer shall have delivered to the AgentAgent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Investor Seller Report dated within ten days 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 Servicer shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance 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) as of the date of such purchase or reinvestment, an Investor or Bank or the Agent shall not have determined, acting reasonably, and containing such additional information notified the Seller and the Agent that it has or is deemed to have a permanent establishment within Canada solely as may be reasonably requested a result of the transactions contemplated hereby or as a result of any breach by the Agent; Seller or the Servicer of any of their obligations under this Agreement, (bd) 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 Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to have certified that:itself) that such statements are then true): (i) The representations and warranties contained in the second sentence of Section 4.01 4.01(e) and Section 4.02 4.02(e)(ii) are correct on and as of the date of any such day purchase as though made on and as of such date, and (ii) The date and all other representations and warranties of WMECO under Section 5.1 of the Purchase contained in Sections 4.01 and Sale Agreement (other than Excluded Representations) 4.02 are correct on and as of the date of such date purchase or reinvestment as though made on and as of such date (except insofar as such representations and warranties relate expressly to an earlier date certain, in which case such representations and warranties shall be correct as of such earlier date; and), (iiiii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute that constitutes an Event of Termination or would constitute an Incipient Event of Termination but for Termination, and (iii) The Agent shall not have given the requirement Seller at least one Business Day’s notice that notice be given or time elapse or boththe Investors have terminated the reinvestment of Collections in Receivable Interests, and (iv) WMECO's senior secured debt The Originators shall be rated at least have sold or contributed to the Required RatingSeller, pursuant to the Originator Purchase Agreement, all Originator Receivables arising on or prior to such date, and (v) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 shall be subject to the further conditions precedent that: (a) with respect to any such purchase (other than the initial purchase), on or prior to the date of such purchase, the Servicer shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report dated within ten days prior to the date of such purchase and containing such additional information as may be reasonably requested by the Agent; (b) on the date of such purchase or reinvestment the following statements shall be true and the Seller by accepting the amount of such purchase or by receiving the proceeds of such reinvestment shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.01 (other than Excluded Representations) and Section 4.02 are correct on and as of such day as though made on and as of such date, and (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute an Event of Termination or would constitute an Event of Termination but for the requirement that notice be given or time elapse or both, and (iviii) WMECOThe Seller's senior secured debt shall be rated at least the Required Rating, and (viv) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase Purchase (including the initial purchasePurchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 each reinvestment shall be subject to the further conditions precedent that: : (a) with respect to any such solely in the case of each purchase (other than the initial purchase), on or prior to the date of such purchasebut not a reinvestment, the Servicer shall have delivered to the AgentAdministrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed Investor Report dated within ten days prior pro forma Information Package to reflect the date level of Investment with respect to each Purchaser Group and related reserves and the calculation of the Purchased Interest after such subsequent purchase and containing such additional information as may be reasonably requested by a completed purchase notice in the Agentform of Annex B; and (b) on the date of such purchase or reinvestment (and with respect to item (v) below within ninety days of the Closing Date) the following statements shall be true (and acceptance of the Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed to have certified that:a representation and warranty by the Seller that such statements are then true): (i) The the representations and warranties contained in Section 4.01 Exhibit III to the Agreement are true and Section 4.02 are correct in all material respects on and as of the date of such day purchase or reinvestment as though made on and as of such date (except to the extent that such representations and warranties relate expressly to an earlier date, andand in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No no event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would that constitutes a Termination Event or an Unmatured Termination Event; (aiii) cause after giving effect to such purchase, the Termination Date to occur or (b) constitute an Event of Termination or would constitute an Event of Termination but for Purchased Interest will not exceed 100% and the requirement that notice be given or time elapse or both, andAggregate Investment will not exceed the Purchase Limit; (iv) WMECO's senior secured debt the Facility Termination Date shall be rated at least the Required Rating, not have occurred; and (v) No law or regulation shall prohibitSatisfactory results of a review and audit (performed by representatives of each Purchaser Agent) of the Servicer's collection, operating and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoinreporting systems, the making Credit and Collection Policy of such purchase or reinvestment by each Originator, historical receivables data and accounts, including satisfactory results of a review of the Purchaser or any applicable Owner in accordance with the provisions hereof, andServicer's operating location(s). EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from and each reinvestment in the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Pool Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 shall be subject to the further conditions precedent that: : (a) with respect to any such purchase (other than in the initial purchase), on or prior to the date case of such each purchase, the Servicer Collection Agent shall have delivered to the AgentAdministrative Agent 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 Investor Monthly Report, Weekly Report dated within ten days prior and Daily Report, when applicable, containing information covering the most recently ended calendar month and demonstrating that after giving effect to the date of such purchase and containing such additional information as may be reasonably requested by the Agentno Event of Termination or Incipient Event of Termination under paragraph (i) of Exhibit V would occur; (b) 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 Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true), except that the statement in clause (iii) below is required to have certified thatbe true only if such purchase or reinvestment is by a Purchaser: (i) The the representations and warranties contained in Section 4.01 and Section 4.02 Exhibit III are correct on and as of the date of such day purchase or reinvestment as though made on and as of such date, and; (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No no event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute that constitutes an Event of Termination or would constitute an Incipient Event of Termination but for the requirement that notice be given or time elapse or both, Termination; and (iviii) WMECO's senior secured debt the Administrative Agent, at the direction of any Purchaser Agent, shall be rated not have given the Seller at least one Business Day’s notice that the Required Rating, Purchasers for which such Purchaser Agent acts have terminated the reinvestment of Collections in Receivable Interests; and (v) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 each reinvestment shall be subject to the further conditions precedent that: that (a) with respect to any such purchase (other than in the initial purchase), on or prior to the date case of such each purchase, the Servicer shall have delivered to the AgentAgent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Investor Servicer Report dated within ten days covering the most recently ended reporting period for which a Servicer Report is required to be delivered 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(e) would occur, (b) in the case of each reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such purchase reinvestment, in form and containing such additional information as may be reasonably requested by substance satisfactory to the Agent; , a completed Servicer Report covering the most recently ended reporting period for which a Servicer Report is required to be delivered pursuant to Section 6.02(g), (bc) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed a representation and warranty by the Seller, the Servicer and the Parent (each as to have certified that:itself) that such statements are then true): (i) The representations and warranties contained in Section 4.01 Sections 4.01, 4.02 and Section 4.02 4.03 are correct on and as of the date of such day purchase or reinvestment as though made on and as of such date, and; (ii) The representations and warranties of WMECO under Section 5.1 of the Purchase and Sale Agreement (other than Excluded Representations) are correct on and as of such date as though made on and as of such date; and (iii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute that constitutes an Event of Termination or would constitute an Incipient Event of Termination but for Termination; (iii) No Originator (other than the requirement that notice be Parent) shall have stopped selling or contributing to the Parent, pursuant to the Initial Purchase Agreement, all Receivables originated by it and arising on or prior to such date (unless the Banks have otherwise given or time elapse or both, their prior written consent); and (iv) WMECO's senior secured debt The Parent shall be rated at least not have stopped selling or contributing to the Required RatingSeller, andpursuant to the Secondary Purchase Agreement, all Receivables originated by it and arising on or prior to such date or transferred to it by another Originator pursuant to the Initial Purchase Agreement on or prior to such date; (v) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, The Non-Lockbox Receivable Ratio does not exceed 5%; and

Conditions Precedent to All Purchases and Reinvestments. Each purchase (including the initial purchase) from the Seller by the Purchaser and the right of the Servicer to reinvest in Eligible Receivables on behalf of the Purchaser those Collections allocable to a Percentage Interest pursuant to Section 2.05 each reinvestment shall be subject to the further conditions precedent that: that (a) with respect to any such purchase (other than in the initial purchase), on or prior to the date case of such each purchase, the Servicer shall have delivered to the AgentAgent at least one Business Day prior to such purchase, in form and substance satisfactory to the Agent, a completed Investor Seller Report dated within ten days 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 Servicer shall have delivered to the Agent on or prior to the date of such reinvestment, in form and substance 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) as of the date of such purchase or reinvestment, an Investor or Bank or the Agent shall not have determined, acting reasonably, and containing such additional information notified the Seller and the Agent that it has or is deemed to have a permanent establishment within Canada solely as may be reasonably requested a result of the transactions contemplated hereby or as a result of any breach by the Agent; Seller or the Servicer of any of their obligations under this Agreement, (bd) 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 Seller by accepting the amount proceeds of such purchase or by receiving the proceeds of such reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to have certified that:itself) that such statements are then true): (i) The representations and warranties contained in the second sentence of Section 4.01 4.01(e) and Section 4.02 4.02(e)(ii) are correct on and as of the date of any such day purchase as though made on and as of such date, and (ii) The date and all other representations and warranties of WMECO under Section 5.1 of the Purchase contained in Sections 4.01 and Sale Agreement (other than Excluded Representations) 4.02 are correct on and as of the date of such date purchase or reinvestment as though made on and as of such date (except insofar as such representations and warranties relate expressly to an earlier date certain, in which case such representations and warranties shall be correct as of such earlier date; and), (iiiii) No event or condition has occurred and is continuing, or would result from such purchase or reinvestment, which would (a) cause the Termination Date to occur or (b) constitute that constitutes an Event of Termination or would constitute an Incipient Event of Termination but for Termination, and (iii) The Agent shall not have given the requirement Seller at least one Business Day's notice that notice be given or time elapse or boththe Investors have terminated the reinvestment of Collections in Receivable Interests, and (iv) WMECO's senior secured debt The Originators shall be rated at least have sold or contributed to the Required RatingSeller, pursuant to the Originator Purchase Agreement, all Originator Receivables arising on or prior to such date, and (v) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such purchase or reinvestment by the Purchaser or any applicable Owner in accordance with the provisions hereof, and