Common use of Conditions Precedent to All Purchases Clause in Contracts

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b), and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) [intentionally omitted]; (d) the Seller shall have marked its master data processing records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; (e) on the date of such Purchase the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, (iii) The Purchaser shall not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) There shall have been no material adverse change in the collectibility of the Receivables taken as a whole since the date hereof; and (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request in response to any change in law or factual circumstances after the date of this Agreement. Notwithstanding the foregoing conditions precedent in the last paragraph of Section 3.01 and in clauses (i), (ii) and (iv) of Section 3.02(e), upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the Deferred Purchase Price or by capital contribution), title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have been made on waived by reason of completing such Purchase) all applicable rights and as of such date (unless stated to relate solely to an earlier dateremedies under Sections 2.04, in which case such representations 7.01 and warranties shall be true 8.01 and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableotherwise.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b), and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) [intentionally omitted]; (d) the Seller shall have marked its master data processing records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; (e) on the date of such Purchase the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, (iii) The Purchaser shall not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) There shall have been no material adverse change in the collectibility of the Receivables taken as a whole since the date hereof; and (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request in response to any change in law or factual circumstances after the date of this Agreement. Notwithstanding the foregoing conditions precedent in clauses (i), (ii) and (iv) of Section 3.02(e), upon payment of the Purchase Price for any Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price), title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have been made on waived by reason of completing such Purchase) all applicable rights and as of such date (unless stated to relate solely to an earlier dateremedies under Sections 2.04, in which case such representations 7.01 and warranties shall be true 8.01 and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableotherwise.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Second Tier Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Agent evidencing the approval of the Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable Second Tier Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Purchase (a) The obligation of including the Intermediate Seller to purchase the Collateral from the Seller initial Purchase and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Deemed Exchange) shall be subject to the satisfaction further conditions precedent that in the case of each such Purchase: (a) Servicer shall have delivered to Agent and each Purchaser Agent on or prior to the date of such Purchase, in form and substance satisfactory to Agent and each Purchaser Agent, all Monthly Reports as and when due under Section 8.5, and upon Agent’s or any Purchaser Agent’s request, Servicer shall have delivered to Agent and each Purchaser Agent at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) Agent and each Purchaser Agent shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser Agent may reasonably request; (d) if required to be in effect pursuant to Section 7.3, the Hedging Agreements shall be in full force and effect; (e) if the date of such Purchase will be other than a Settlement Date, Servicer shall have delivered to Agent and each Purchaser on or prior to the date of such Purchase, in form and substance satisfactory to Agent and each Purchaser Agent, a pro-forma Monthly Report after giving effect to such Purchase and all Receivables purchased by Seller under the Receivables Sale Agreement and the Fifth Third Assignment Agreement on or prior to such date of Purchase and (f) on the date of each such Purchase, the following statements shall be true (and acceptance of the following conditions precedent that:proceeds of such Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained set forth in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be Section 5.1 are true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date; (ii) no event has occurred and shall be deemed to have been made on is continuing, or would result from such Purchase, that will constitute an Amortization Event, and as of no event has occurred and is continuing, or would result from such date (unless stated to relate solely to an earlier datePurchase, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Purchase Limit and the Net Portfolio Balance equals or exceeds the sum of (i) the Aggregate Capital, plus (ii) the Seller shall have delivered Credit Enhancement, in each case, both immediately before and after giving effect to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchase.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchaser to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in Receivables hereunder on each case on Purchase Date (including the Closing Date, ) shall be subject to the satisfaction further conditions precedent that on such Purchase Date (or, if such Purchase Date is not a Business Day, on the immediately following Business Day but with respect to such Purchase Date): (a) the following statements shall be true (and delivery by the Seller of a Funding Request and the acceptance by the Seller of the following conditions precedent that:Purchase Price on the related Purchase Settlement Date shall constitute a representation and warranty by the Seller that on such Purchase Date such statements are true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date as though made on and as of such date and shall be deemed to have been made on and date, unless such representation or warranty speaks as of such date (unless stated to relate solely to an earlier another date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier other date); (ii) no Seller Event of Default or Seller Default shall have occurred and be continuing; and (iiiii) the Purchase Termination Date has not occurred; (b) the Seller shall have delivered clearly and unambiguously marked its accounting records evidencing the Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to the Intermediate Purchaser (as beneficial owner through the Owner Trustee as holder of legal title) in accordance with this Agreement; (c) no Servicer Default, Seller Event of Default or Performance Guaranty Default shall have occurred and be continuing under the Buyer a duly completed Loan List that is trueTransaction Documents; (d) no Financing Document Default shall have occurred and be continuing; (e) no material change shall have occurred after the Closing Date with respect to the Seller’s systems, accurate computer programs, related materials, computer tapes, disks and complete in all respects as cassettes, procedures and record keeping relating to and required for the collection of the related Purchase DateReceivables by the Seller which makes them not sufficient and satisfactory in order to permit the purchase, which list administration and collection of the Receivables by the Purchaser in accordance with the terms and intent of this Agreement; (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; and (g) the Seller shall have complied with all of the covenants and satisfied all of its obligations hereunder required to be complied with or satisfied as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicabledate.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchaser to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in Receivables hereunder on each case on Purchase Date (including the Closing Date, ) shall be subject to the satisfaction further conditions precedent that on such Purchase Date (or, if such Purchase Date is not a Business Day, on the immediately following Business Day but with respect to such Purchase Date): (a) the following statements shall be true (and delivery by the Seller of a Funding Request and the acceptance by the Seller of the following conditions precedent that:Purchase Price on the related Purchase Settlement Date shall constitute a representation and warranty by the Seller that on such Purchase Date such statements are true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date as though made on and as of such date and shall be deemed to have been made on and date, unless such representation or warranty speaks as of such date (unless stated to relate solely to an earlier another date, in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier other date); and; (ii) no Seller Event of Default or Seller Default shall have occurred and be continuing; and Table of Contents (iii) the Purchase Termination Date has not occurred; (b) the Seller shall have delivered clearly and unambiguously marked its accounting records evidencing the Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to the Intermediate Purchaser (as beneficial owner through the Owner Trustee as holder of legal title) in accordance with this Agreement; (c) no Servicer Default, Seller Event of Default or Performance Guaranty Default shall have occurred and be continuing under the Buyer a duly completed Loan List that is trueTransaction Documents; (d) no Financing Document Default shall have occurred and be continuing; (e) no material change shall have occurred after the Closing Date with respect to the Seller’s systems, accurate computer programs, related materials, computer tapes, disks and complete in all respects as cassettes, procedures and record keeping relating to and required for the collection of the related Purchase DateReceivables by the Seller which makes them not sufficient and satisfactory in order to permit the purchase, which list administration and collection of the Receivables by the Purchaser in accordance with the terms and intent of this Agreement; (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; and (g) the Seller shall have complied with all of the covenants and satisfied all of its obligations hereunder required to be complied with or satisfied as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicabledate.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 and (B) 4.2 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andthis Agreement; (iib) the The Seller shall have delivered to the Intermediate Seller Purchaser a complete copy of all of Seller’s then current Carrier Agreements, Clearinghouse Agreements and the Buyer duly completed Loan Lists that are true, accurate Billing and complete in all respects as Collection Agreements and any amendment or modification of the Closing Date, which lists are made a part of this Agreement.such agreements; (bc) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Purchaser a copy of each written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements; (d) The Seller shall have delivered to the Buyer a duly completed Loan List that is truePurchaser evidence satisfactory to the Purchaser of consent to service or other properly documented LOA’s (including both paper and electronic) for the Payors; (e) The Termination Date shall not have occurred; (f) The Seller shall have taken such other action, accurate and complete in all respects as including but not limited to delivery of the related Purchase Date, which list shall be as an opinion of such date incorporated into and made a part of this Agreement and an assignment substantially counsel in the form of Exhibit A D hereto, and delivered such other approvals, opinions or documents to the Purchaser, as applicablethe Purchaser may reasonably request; (g) The Seller shall offer to Purchaser a copy of all sales scripts and LOA’s to be independently reviewed by a mutually agreeable third party and Seller cannot significantly deviate from the language of the script or LOA without providing a copy of such changes to Purchaser; (h) To the extent the Seller markets through telemarketing, Seller shall subscribe to both state and federal, as the case may be, do not call lists and will comply with all changes and revisions to such rules. In addition, Seller shall utilize an independent third-party verification company to verify all telemarketing orders for service; and (i) Seller shall provide Purchaser with proofs of previous, current and ongoing compliance with both Federal and State USF contributions which includes copying Purchaser on all Form 409 A’s and Q’s that are filed by Seller.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Collateral from the Seller and on any Purchase Date (including the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement; (c) on and as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Collateral Loans have been duly filed; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default (unless such purchase would cure such Event of Default) and the Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and an assignment substantially of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; (f) the Purchase Date shall be a Business Day falling during the Commitment Period; (g) no applicable law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; and (h) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Buyer and its assignees, and the Buyer shall have received from the Seller copies of Exhibit A heretoall documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as applicablethe Buyer may reasonably have requested.

Conditions Precedent to All Purchases. Each purchase made by the Purchaser under this Agreement of Loans and their Related Security (aincluding the initial purchase of Loans and their Related Security) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (unless otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly A completed Loan Lists that are true, accurate and complete Purchase Notice in all respects as of the Closing Date, which lists are made a part accordance with Section 2.2(b) of this Agreement. (b) The obligation On the applicable Purchase Date, the following statements shall be true (and acceptance of the Intermediate Seller Aggregate Purchase Price payable by the Purchaser to purchase the Collateral from the Seller and on the obligation date of the Buyer to such purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to deemed a representation and warranty by the satisfaction of the following conditions precedent that:Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date date; (ii) no event has occurred and shall is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be deemed to have been 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 true and correct in all material respects as of such earlier date)given or time elapse or both; and (iiiii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; (c) An executed Seller shall have delivered Assignment in respect of the Purchased Loans to be sold to the Intermediate Seller and Purchaser on the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which list shall be as will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, (ii) such number of such date incorporated into and made a part executed separate registrable powers of this Agreement and an assignment attorney in respect of any Purchased Loans substantially in the form contemplated by Section 7.5 as the Purchaser may request, and (iii) any applicable Origination Purchase Documents. (d) Such other approvals, opinions or documents as the Purchaser may reasonably request. (e) If a New Portfolio Asset Type is proposed to be sold on the relevant Purchase Date to the Purchaser, Rating Agency Confirmation has been obtained that such New Portfolio Asset Type may be purchased by the Purchaser. (f) Any New Loans and their Related Security sold by a New Seller to the Guarantor comply with the Eligibility Criteria set out herein. (g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of Exhibit a New Seller to the transactions contemplated under the Programme. (h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (i) If the relevant New Seller has not already done so, that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto); or the New Seller enters into a subservicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to Rating Agency Confirmation (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the subservicing agreement shall set out fees payable to the subservicer or the New Seller acting as subservicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme). (j) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed, the Security Agreement and any Security Documents in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (k) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and Rating Agency Confirmation has been obtained. (l) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (m) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A heretocertificate of attestation with respect to the Seller issued by the Quebec Enterprise Registrar. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (iv) A favourable opinion of legal counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario, as applicable, on or before the date of such purchase and in Québec under the Civil Code within seven Montreal Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement. (vi) Executed copies of all registrations, financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant registrations, financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed real right search results in the RPMRR and, if applicable, under the PPSA in Ontario that name the Seller as grantor, assignor or debtor, as applicable, dated within ten Montreal Business Days of the Purchase Date showing no Adverse Claims on any of the Purchased Loans or Related Security, and, in respect of the relevant effective registrations filed in Québec with the RPMRR referred to in Section 3.2(m)(v) for such Purchase Date, certified statements of registration in respect of which will be made available within seven Montreal Business Days of such filing. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request. (n) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario, if applicable, on or before the date of such purchase and in Québec under the Civil Code within seven Montreal Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement, it being understood that a registration pursuant to Article 1642 of the Civil Code will be effected for each purchase of Purchased Loans, and certified statements of registration in respect of which will be made available within seven Montreal Business Days of such registration. (o) Completed real right search results in the RPMRR and, if applicable, under the PPSA in Ontario that name the Seller as grantor, assignor or debtor, as applicable, dated within ten Montreal Business Days of the Purchase Date showing no Adverse Claims on any of the Purchased Loans or Related Security.

Conditions Precedent to All Purchases. Each purchase of Outstanding Receivables hereunder shall be subject to, unless otherwise waived by Company in the manner set forth in Section 10.1 hereof, the following further conditions precedent: (a) The obligation of On the Intermediate Seller to purchase appropriate Purchase Date (and Supplier, by accepting the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing DatePurchase Price, shall be subject deemed to have certified that) the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller made by Supplier contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that Section 4.1 hereof are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date date, as though made on and as of such date (or if made as of a specific date, as of such date); (b) All Governmental Approvals with respect to this Agreement and the LDC/Supplier Agreement required in connection with Supplier’s execution, delivery and performance hereof and thereof, each Sale and Assignment and the other documents to be delivered hereunder, and the transactions documents to be delivered hereunder, and the transactions contemplated hereby required in connection with Supplier’s execution, delivery and performance hereof or thereof, shall have been received and shall be deemed in effect on the appropriate Purchase Date; (c) Company shall have received from the Supplier such other approvals, opinions or documents as Company may reasonably request; (d) Supplier shall not be in material breach of any covenant of this Agreement or of the LDC/Supplier Agreement; (e) Supplier shall not have (i) instituted or consented to have been made on and as the institution of such date (unless stated to relate solely to an earlier dateany proceeding, or filed a petition, answer, consent or other pleading, in which case such representations and warranties shall be true and correct in all material respects as either case, seeking reorganization of such earlier date); and Supplier or any other relief or procedure with respect to Supplier, under any applicable federal or state law relating to bankruptcy, insolvency, liquidation, dissolution or similar law, (ii) consented to the Seller appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Supplier or a substantial part of its property, (iii) made any assignment for the benefit of creditors, (iv) admitted in writing its inability to pay its debts generally as they become due, or (v) taken any corporate action in furtherance of any of the foregoing actions, and no involuntary proceeding shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is truebeen instituted against Supplier or its properties for any such reorganization, accurate and complete in all respects as of the related Purchase Daterelief, which list shall be as of such date incorporated into and made a part of this Agreement and an appointment, assignment substantially in the form of Exhibit A hereto, as applicableor admission.

Conditions Precedent to All Purchases. Each Incremental Purchase (aincluding the initial Incremental Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Reinvestment shall be subject to the satisfaction of the following further conditions precedent that: (a) in the case of each Incremental Purchase, Servicer shall have delivered to Agent and each Purchaser Agent on or prior to the date of such Incremental Purchase, in form and substance satisfactory to Agent and each Purchaser Agent, all Monthly Reports as and when due under Section 8.5; (b) in the case of each Incremental Purchase, Agent and each Purchaser Agent shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser Agent may reasonably request; (c) in the case of each Reinvestment, after giving effect to such Reinvestment, the Servicer shall be holding in trust for the benefit of the Purchasers an amount of Collections sufficient to pay the sum of (i) all representations accrued and warranties (A) of the Seller contained in Sections 4.01 unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier dateother unpaid fees under any Fee Letter, in which case such representations and warranties shall be true and correct in all material respects as each case, through the date of such earlier date); and Reinvestment, (ii) the Seller amount by which the Aggregate Capital exceeds the result of (x) the Net Portfolio Balance, minus (y) the Required Reserve and (iii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and 737919142 18589498 (d) on the date of such Incremental Purchase or Reinvestment, the following statements shall have delivered to the Intermediate Seller be true (and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as acceptance of the Closing Date, which lists are made a part proceeds of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:deemed a representation and warranty by Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained set forth in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be Section 5.1 are true and correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date; (ii) no event has occurred and shall be deemed to have been made on is continuing, or would result from such Purchase, that will constitute an Amortization Event, and as no event has occurred and is continuing, or would result from such Purchase, that would constitute a Potential Amortization Event; (iii) the Aggregate Capital does not exceed the Purchase Limit and the Net Portfolio Balance equals or exceeds the sum of such date (unless stated to relate solely to an earlier datei) the Aggregate Capital, plus (ii) the Required Reserves, in which case each case, both immediately before and after giving effect to such representations and warranties shall be true and correct in all material respects as of such earlier date)Purchase; and (iiiv) the Seller Facility Termination Date shall not have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableoccurred.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) No Liens exist in respect of Taxes which are prior to the lien of the Purchaser and the Collateral Agent on the Sale Portfolio to be Purchased on such Purchase Date; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof (i) each item required to be contained in the Required Loan Documents (other than the Gxxxx Agented Required Loan Documents) and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date and (ii) each item required to be contained in the Gxxxx Agented Required Loan Documents of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within thirty days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien, security interest, charge or encumbrance (other than Permitted Liens). (e) The Seller shall have received a copy of an Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and an assignment substantially in absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct on and as of such Purchase Date in all material respects respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as the Closing Date of such date (unless stated to relate solely to an earlier date, other than any representation and warranty that is made as of a specific date in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier specific date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.; (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a “Schedule I” thereto that is true, accurate and complete in all material respects as of the related Purchase Date. (c) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien (other than Permitted Liens). (d) Subject to Section 2.02 of the Revolving Credit and an assignment substantially Security Agreement, the Administrative Agent shall have approved of the Approval Request for such Sale Portfolio to be acquired on such Purchase Date and such approval has not expired or been rescinded. (e) Each of the Purchaser and the Administrative Agent shall have received satisfactory evidence that any lien of the Collateral Agent (as defined in the form of Exhibit A hereto, as applicableSeller Credit Facility) on the Sale Portfolio being Purchased on such Purchase Date has been released.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto; (c) on and as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Collateral Loans have been duly filed; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default (unless such purchase would cure such Event of Default) and the Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; (f) no applicable law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; and (g) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Buyer and its assignees, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as applicablethe Buyer may reasonably have requested.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Each Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on a Purchase Date on or after the Closing Date, Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller Transferor contained in Sections 4.01 Section 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Section 4.2 shall be true and correct in all material respects on (or if such representation and as warranty is already qualified by the Closing Date (unless stated to relate solely to an earlier datewords "material", in which case "materially" or "Material Adverse Effect", then such representations representation and warranties warranty shall be true and correct in all material respects as of such earlier daterespects); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Dateeach case, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is 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 true and correct in all material respects as of such earlier a specific date); (ii) No Event of Default with respect to the Transferor (or event which, with the passage of time or the giving of notice, or both would constitute an Event of Default with respect to the Transferor) exists prior to or would result from such Purchase; (iii) The Facility Maturity Date has not yet occurred; (iv) No Applicable Law 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 any such Purchase by the Purchaser in accordance with the provisions hereof; and (iiv) No Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the Seller Lien of the Administrative Agent on the Eligible Loans to be transferred to the Purchaser on such Purchase Date. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate complete and complete in all respects correct as of the related Purchase Date. (c) The Transferor shall have delivered to the Collateral Custodian not later than five (5) Business Days after the related Purchase Date on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Checklist of any of the Loan Assets or Related Assets related thereto being acquired by the Purchaser. (d) The Transferor shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Transferor to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part of this Agreement valid and an assignment substantially perfected ownership interest in the form of Exhibit A heretosuch Sale Portfolio, as applicablelender of record of each Loan Asset included in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance (other than Permitted Liens). The Transferor shall have caused to be made, taken or performed all filings (including without limitation UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in such Eligible Loans and the Related Assets related thereto (subject only to Permitted Liens).

Conditions Precedent to All Purchases. The Buyer's obligation to make any Purchase (aincluding the initial Purchase pursuant to Section 2.02(a)) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) on or prior to the date of such Purchase, the Servicer shall have delivered to the Buyer all Servicer Reports required under the Receivables Purchase Agreement, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.03 of the Receivables Purchase Agreement and containing such additional information as may reasonably be requested by the Buyer; (b) on the date of such Purchase the following statements shall be true (and the Originator, by accepting the Purchase Price for such Purchase, shall be deemed to have represented and warranted that): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be are true and correct in all material respects on and as (except that, to the Closing Date (unless stated to relate solely to an earlier dateextent any such representation or warranty is qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall representation or warranty must be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered subject only to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (bmateriality or Material Adverse Effect qualification set forth therein) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date; (ii) No event has occurred and shall be deemed to have been made on and as of is continuing, or would result from such date (unless stated to relate solely to Purchase, that constitutes a Termination Event or an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Incipient Termination Event; and (iiiii) The "Termination Date" shall not have occurred under (and as defined in) the Seller Receivables Purchase Agreement; and (c) the Buyer shall have delivered received such other approvals, opinions or documents as the Buyer may reasonably request. Notwithstanding the foregoing, unless otherwise specified by the Buyer (with the written consent of the Administrative Agent) in a written notice to the Intermediate Seller Originator, each Purchase shall occur automatically on each day prior to the Termination Date, with the result that the title to all Receivables and the Related Security with respect thereto shall vest in the Buyer a duly completed Loan List that is trueautomatically on the date each such Receivable arises and without any further action of any kind by the Buyer or the Originator, accurate whether or not the conditions precedent to such Purchase were in fact satisfied on such date and complete notwithstanding any delay in all respects as making payment of the related Purchase Date, which list shall be as of Price for such date incorporated into and made a part of this Agreement and an assignment substantially Receivables (but without impairing the Buyer's obligation to pay such Purchase Price in accordance with the form of Exhibit A hereto, as applicableterms hereof).

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case Seller on the Closing Date, Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. The Purchaser's obligation to make any Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (iia) the Seller shall have delivered to the Intermediate Seller and Purchaser, if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete (i) the Seller's Receivables Trial Balance (which if in all respects the form of an electronic record shall be compatible with the Purchaser's computer software) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made a part of this Agreement.and (ii) such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Purchaser, all Monthly Reports required to be delivered hereunder and under the Purchase Agreement, each duly completed and containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) of the Intermediate Seller to purchase Purchase Agreement and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) on the Seller date of such Purchase the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have represented and warranted that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date; (ii) No event has occurred and shall be deemed to have been made on and as is continuing, or would result from such Purchase, that constitutes an Event of such date (unless stated to relate solely to Termination or an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)Involuntary Bankruptcy Event; and (iiiii) The "Termination Date" shall not have occurred under (and as defined in) the Seller Purchase Agreement; and (d) the Purchaser shall have delivered received such other approvals, opinions or documents as the Purchaser may reasonably request. Notwithstanding the foregoing, unless otherwise specified by the Purchaser (with the written consent of the Agent) in a written notice to the Intermediate Seller Seller, each Purchase shall occur automatically on each day prior to the Termination Date, with the result that the title to all Receivables shall vest in the Purchaser automatically on the date each such Receivable arises and without any further action of any kind by the Buyer a duly completed Loan List that is truePurchaser or the Seller, accurate whether or not the conditions precedent to such Purchase were in fact satisfied on such date and complete notwithstanding any delay in all respects as making payment of the related Purchase Date, which list shall be as of Price for such date incorporated into and made a part of this Agreement and an assignment substantially Receivables (but without impairing the Purchaser's obligation to pay such Purchase Price in accordance with the form of Exhibit A hereto, as applicableterms hereof).

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such Purchase; (iv) The earlier date)of (i) the end of the Reinvestment Period and (ii) the Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Checklist of any of the Eligible Loans or Portfolio Assets related thereto being acquired by the Purchaser within two (2) Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Underlying Instruments provide that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Underlying Instruments inure to the benefit of the holder of such Loan (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole discretion, of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loans identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans (aincluding the initial purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (AA completed Purchase Notice in accordance with Section 2.2(a) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation On the applicable Purchase Date, the following statements shall be true (and acceptance of the Intermediate Seller Aggregate Purchase Price payable by the Purchaser to purchase the Collateral from the Seller and on the obligation date of the Buyer to such purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to deemed a representation and warranty by the satisfaction of the following conditions precedent that:Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both. (c) An executed Seller shall have delivered Assignment in respect of the Purchased Portfolio Assets to be sold to the Intermediate Seller and Purchaser on the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related applicable Purchase Date, which list shall be as together with executed separate powers of such date incorporated into and made a part of this Agreement and an assignment attorney substantially in the form contemplated by Section 7.5. (d) Such other approvals, opinions or documents as the Purchaser may reasonably request. (e) If the sale of Exhibit New Loans on the relevant Purchase Date includes the sale of New Loan Types to the Purchaser, Rating Agency Confirmation has been obtained that such New Loan Types may be sold to the Purchaser. (f) Any New Loans and their Related Security sold by a New Seller to the Guarantor comply with the Eligibility Criteria set out herein. (g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme. (h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security previously sold into the Covered Bond Portfolio thereunder. (j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto); or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to Rating Agency Confirmation (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme). (k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and Rating Agency Confirmation has been obtained. (m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A heretocertificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (iv) A favourable opinion of legal counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as applicableseller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed PPSA search results, dated within five Toronto Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request. (o) To the extent not previously delivered, acknowledgments or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and in Québec within seven Toronto Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Each Purchase hereunder shall be subject to the satisfaction of the following conditions precedent that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the relevant Seller shall have delivered to the Purchaser, (i) all if requested by the Purchaser, such Seller's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the date of such Purchase, and (ii) a written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b); (c) [Intentionally Omitted]; (d) as of the date of such Purchase the Purchaser shall not have determined, acting reasonably, and notified the Sellers and the Agent that the Purchaser has or is deemed to have a permanent establishment within Canada solely as a result of the transactions contemplated hereby (but only directly and exclusively as a result of any breach by the Sellers or the Servicer of any of their obligations under this Agreement); (e) on the date of such Purchase the following statements shall be true (and the relevant Seller, by accepting the Purchase Price for such Purchase, shall be deemed to have certified that): (i) The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the Closing Date date of such Purchase as though made on and as of such date (unless stated to except insofar as such representations and warranties relate solely expressly to an earlier datedate certain, in which case such representations and warranties 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, that constitutes an Event of Termination or an Incipient Event of Termination, and (iii) The Purchaser shall not have delivered to the Sellers a notice that the Purchaser shall not make any further Purchases hereunder; and (iif) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this AgreementPurchaser may reasonably request. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Depositor to purchase the Collateral from the Seller and the obligation of the Buyer to purchase Purchase the Collateral from the Intermediate Seller, in each case Depositor on any Purchase Date (including the Closing Date, ) shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties of (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller Depositor contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and; (ii) the Seller shall have delivered to the Intermediate Seller Depositor and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto; and (iii) on and as of such Purchase Date, as applicableeach of the Seller and the Depositor shall have performed all of the obligations, covenants and agreements required to be performed by it with respect to the related Collateral on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Buyer’s ownership interest in the related Collateral Obligations have been duly filed.

Conditions Precedent to All Purchases. Prior to each Purchase hereunder (a) The obligation of including the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate SellerInitial Purchase), in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent thatshall have been satisfied by each Seller, as the case may be, in each case, in form and substance satisfactory to the Purchaser and the Credit Enhancer: (ia) all the Securitization Agent shall have received the Purchase Notice and, for any Purchase other than the Initial Purchase, the most recent Periodic Report; THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE THE PROPERTY OF EFFICIENT CAPITAL CORPORATION. UNAUTHORIZED DISTRIBUTION OF THIS DOCUMENT, ELECTRONIC OR OTHERWISE, IS PROHIBITED WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF EFFICIENT CAPITAL CORPORATION. THIS DOCUMENT AND ANY COPIES THEREOF, ELECTRONIC OR OTHERWISE, ARE TO BE RETURNED UPON THE REQUEST OF EFFICIENT CAPITAL CORPORATION. (b) the representations and warranties (A) of the Seller Sellers contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Section 4.1 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date the Purchase Date as though made on and as of such date; (c) no event shall have occurred and be continuing, or would result from the Purchase, which would constitute an Amortization Event or would constitute an Amortization Event but for the requirement that notice be given or lapse of time or both; (d) all documents, instruments and agreements required by the terms hereof to be delivered to the Purchaser, the Securitization Agent and the Credit Enhancer on the date of the Purchase shall be so delivered and shall be deemed satisfactory in form and substance to have been made on the Purchaser and as of such date (unless stated to relate solely to an earlier datethe Credit Enhancer, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)acting reasonably; and (iie) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list Insurance Policy shall be as of such date incorporated into in full force and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableeffect.

Conditions Precedent to All Purchases. (a) The obligation Each purchase under this Agreement is subject to the condition precedent that the agreement of the Intermediate Seller to purchase the Collateral from the Seller sell Receivables, and the obligation agreement of the Buyer to purchase Receivables, shall not have terminated under the Collateral from the Intermediate Sellerterms of this Agreement, in each case on the Closing Date, and shall be subject further to the satisfaction of the following conditions precedent that: 6.2.1 In the case of each purchase, Seller shall have delivered to Buyer prior to such purchase (i) all representations and warranties (A) of Receivables Invoices with respect to the Seller contained in Sections 4.01 and 4.02 immediately preceding calendar month and (Bii) an Offer Notice, together with such additional information as may be reasonably requested by Buyer; 6.2.2 Seller shall have delivered acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Intermediate Purchased Receivables previously granted by Seller; 6.2.3 Seller contained in Sections 4.03 shall have delivered to Buyer any and 4.04all financial statements of Seller required under this Agreement or reasonably requested by Buyer; 6.2.4 Prior to the sale of any Receivables hereunder, Seller shall (i) execute all other agreements, instruments, notices, forms and documents and shall perform all further acts which Buyer may require with respect to the Purchased Receivables to ensure compliance with the Assignment of Claims Act and all applicable regulations issued pursuant thereto, or a commercial assignment, as applicable (ii) cause to be filed or submitted with the Government any and all agreements, instruments, notices, forms and documents required pursuant to the Assignment of Claims Act and all applicable regulations issued pursuant thereto, as applicable, and (iii) have received, prior to the sale of any Purchased Receivables under this Agreement, any and all necessary and applicable approvals and consents from the Government pursuant to Assignment of Claims Act and all applicable regulations issued pursuant thereto, as applicable; 6.2.5 Since March 31, 2016, no event or events shall have occurred which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 6.2.6 No Event of Default or shall have occurred and be continuing or be imminent or pending or result from the purchase of the Purchased Receivables; 6.2.7 Buyer shall have received any information reasonably requested by it under or in connection with the USA Patriot Act; 6.2.8 Buyer shall have completed any due diligence or shall have received and be satisfied in its sole discretion with any and all confirmations related to Seller as an Eligible Contractor or the Receivables as Eligible Receivables; 6.2.9 Buyer shall have completed and be satisfied in its sole discretion of any and all due diligence performed by Buyer relating to Seller, the Receivables or any transactions contemplated herein, and Buyer shall have approved the invoice relating to, and be satisfied with, the Initial Purchase Price being paid by Buyer for each Purchased Receivables sold under this Agreement; 6.2.10 The representations and warranties contained herein are true and correct in all material respects on and as the Closing Date of such day as though made on and as of such day and shall be deemed to have been made on such day (unless except that any such representation or warranty that is expressly stated to relate solely to an as being made only as of a specified earlier date, in which case such representations and warranties date shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) in the case of each Purchase, the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller Servicer shall have delivered to the Intermediate Seller Purchaser and the Buyer duly completed Loan Lists that are trueAdministrative Agent on or prior to the date of such Purchase, accurate in form and complete in substance satisfactory to the Purchaser, all respects reports as and when due under SECTION 6.02(g), and, on or prior to the date of the Closing Dateinitial Purchase, which lists are made a part of this Agreement.report, reasonably acceptable to the Purchaser, containing information reasonably requested by the Purchaser with respect to the Purchased Receivables and the Receivables to be purchased, (b) The obligation on the date of each Purchase, the following statements shall be true (and acceptance of the Intermediate Seller to purchase the Collateral from proceeds of such Purchase shall be deemed a representation and warranty by the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and Article IV are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Servicer Termination Event or an Insurance Agreement Event of Default, (iii) the amount on deposit in the Cash Collateral Account is at least equal to the Required Cash Collateral Amount, and the sum of the amount of deposit in the Cash Collateral Account PLUS to the Available L/C Amount of all Transaction Letters of Credit is at least equal to the Required Credit Enhancement, (iv) no event or circumstance that is reasonably likely to have a Material Adverse Effect shall have occurred since the date hereof, (v) after giving effect to any Purchase, the Investment shall not exceed the Purchase Limit, (vi) the Custodian shall have received and reviewed the Contract Files with respect to Receivables being funded or acquired in connection with such Purchase and shall have issued a trust receipt with respect thereto, in accordance with the Custodial Agreement, (vii) at least three business days prior to the date of any Purchase, FSA shall have received from the Servicer a credit write up with respect to each Receivable being funded or acquired in connection with such Purchase, (viii) after giving effect to any Purchase, the aggregate Outstanding Balance of all Purchased Receivables due from any Obligor does not exceed the Standard Concentration Limit or the Special Concentration Limit with respect to such Obligor, (ix) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables with respect to which the related Vehicles were not manufactured by Motor Coach Entities does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (x) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to which the related Obligors are located (1) in the two States in the United States of America with the largest aggregate Outstanding Balance of all Purchased Receivables does not exceed, in either State, [**]% of the aggregate Outstanding Balance of all Purchased Receivables and (2) in the same State in the United States of America (other than a State referred to in clause (1) above) is less than [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xi) after giving effect to any Purchase, the result of (i) the weighted average imputed rate of interest for all Purchased Receivables less (ii) the sum of (1) the weighted average of the rates at which the Guaranteed Yield is computed for the immediately preceding Settlement Period, or, with respect to the initial Purchase only, the average of the fixed periodic rates of interest set forth in the Hedge Agreements entered into in connection with such Purchase, plus (2) sum of the percentages used to calculate the Premium, the Commitment Fee, the Usage Fee, the Servicer Fee and the Backup Servicer Fee for such Settlement Period shall be equal to or greater than [**]%, (xii) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts which by their express terms allow no more than three monthly payments to be missed in any twelve-month period does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xiii) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to Vehicles which were repossessed and subsequently financed does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xiv) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to Vehicles which are of a model year (1) between 10 and 15 years old as of the date of such Purchase does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables and (2) more than 15 years old as of the date of such Purchase does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xv) all Receivables being funded or acquired in connection with such Purchase are Eligible Receivables, (xvi) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts which are Vehicle Loans that provide for Balloon Payments does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xvii) after giving effect to any Purchase, none of the Purchased Receivables is an Operating Lease, and (xviii) the Primary Purchaser shall have failed to make a "Purchase" under the Primary Purchase Agreement of the same Receivables which the Seller is requesting the Purchaser to Purchase; and (xiv) the Facility Termination Date shall not have occurred; (c) there shall be in place Hedge Agreements reasonably satisfactory to the Controlling Party, the Seller and the Rating Agencies; provided, that any Hedge Agreement entered into in connection with any Purchase after the initial Purchase which is substantially similar in all material respects to the Hedge Agreement entered into in connection with the initial Purchase shall be deemed to have been made on be satisfactory to FSA, the Administrative Agent, the Seller and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)the Rating Agencies; and (iid) the Seller Purchaser and FSA shall have delivered received such other approvals, opinions or documents as it may reasonably request, including, without limitation, information with respect to the Intermediate performance of the Purchased Receivables. One Business Day prior to the date of each Purchase, FSA shall have received, in the form attached as Exhibit J hereto, a certificate of an officer of the Seller certifying that all conditions to purchase set forth in this Section shall have been satisfied, and setting forth the Buyer a duly completed Loan List calculation showing that is truethe condition specified in Section 3.02(b)(xi) has been satisfied. The request and acceptance by the Seller of the proceeds of any Purchase shall be deemed to constitute, accurate and complete in all respects as of the related Purchase Date, which list shall be as date of such date incorporated into request or acceptance, a representation and made a part of warranty by the Seller that the conditions in this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableArticle III have been satisfied.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such Purchase; (iv) The earlier date)of (x) the end of the Reinvestment Period and (y) the Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Checklist of any of the Eligible Loans or Portfolio Assets related thereto being acquired by the Purchaser within two (2) Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Underlying Instruments provide that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Underlying Instruments inure to the benefit of the holder of such Loan (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole discretion, of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loans identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of If requested by the Seller contained Agent in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04connection with such Purchase, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered entered into an Interest Rate Hedge with respect to the Intermediate Seller and Receivables which are the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as subject of the Closing Date, which lists are made a part of this Agreement.such Purchase; (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Section 8.01 shall be true and correct in all material respects on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such other than the representations and warranties stated to be correct on or as of a date certain, which shall have been correct on such date certain); (c) No event has occurred and is continuing, or would result from such purchase, that constitutes a Termination Event or an Incipient Termination Event; (d) The Agent shall have received the Purchase Request for such Purchase in accordance with Section 2.02, together with all items required to be delivered in connection therewith; (e) The Facility Termination Date shall not have occurred; (f) The Agent shall have received a Trust Receipt, in form and substance satisfactory to the Agent, in respect of each Receivable File related to such Purchase; (g) The amount on deposit in the Reserve Account shall be true equal to the Aggregate Required Reserve Amount (after giving effect to such Purchase); (h) The Seller's Tangible Net Worth shall not be less than $50,000; (i) The Agent shall have received a duly executed Transfer Certificate, in form and correct substance satisfactory to the Agent, with respect to the Receivable Interests to be Purchased on the requested Purchase Date; (j) HomePride shall have provided Agent an Opinion of Counsel in a form consistent with the form contemplated by Section 7.01(l) that (i) updates all material respects as prior Opinions of such earlier Counsel delivered in accordance with Section 7.01(l) and this Section 7.02(j) (each, a "Prior Opinion") and (ii) identifies each State of the United States in which HomePride, HomePride SPV or the Seller has satisfied the state and local licensing, registration, notification and similar requirements (each, a "License") with respect to the transactions contemplated by the Transaction Documents (each, a "Consumer Transaction") and states that no other state, local or federal Licenses are required for the Consumer Transactions consummated to date). The Opinion of Counsel referenced in the previous sentence shall be required if, and only if, HomePride shall have consummated any Consumer Transactions not addressed by any Prior Opinion; and (iik) the Seller The Agent shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is truereceived such other approvals, accurate and complete in all respects opinions or documents as it may request. Acceptance of the related proceeds of each Purchase Date, which list shall be as of such date incorporated into deemed a representation and made a part of warranty that the conditions set forth in this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableSection 7.02 have been fulfilled.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Each Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on a Purchase Date on or after the Closing Date, Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller Transferor contained in Sections 4.01 Section 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Section 4.2 shall be true true, complete and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier dateor, in which the case such representations of any representation and warranties shall be true and correct warranty that is already qualified by materiality or Material Adverse Effect, in all material respects as of such earlier date); and (iirespects) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier dateii) The Transferor is in compliance with each of its covenants and other agreements set forth herein, in which case such representations and warranties shall be true and correct each case, in all material respects (or, if already qualified as to materiality or Material Adverse Effect, in all respects); (iii) No Transferor Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Transferor Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; (v) No Applicable Law 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 any such Purchase by the Purchaser in accordance with the provisions hereof; and (iivi) No Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the Seller Lien of the Collateral Agent on the Eligible Loan Assets to be transferred to the Purchaser on such Purchase Date. (b) The Purchaser shall have received a duly executed and completed Loan Asset Assignment along with a Schedule I that is true, complete and correct as of the related Cut-Off Date. (c) The Transferor shall have delivered to the Intermediate Seller Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as Asset Checklist of any of the Loan Assets or Related Assets related thereto being acquired by the Purchaser not later than the related Purchase Date. (d) The Transferor shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list upon the Sale of such Sale Portfolio from the Transferor to the Purchaser pursuant to the terms hereof (or, in the case of each Loan Asset conveyed via a Participation, the date of Elevation), the Purchaser will have acquired good and marketable title to and a valid and perfected ownership interest in such Sale Portfolio, as lender of record of each Loan Asset included in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance (other than Permitted Liens). The Transferor shall have caused to be made, taken or performed all filings (including without limitation UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in such Eligible Loan Assets and the Related Assets related thereto (subject only to Permitted Liens). (e) The Transferor shall have received a copy of an Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and absolute discretion of the Sale to the Purchaser of the Eligible Loan Assets identified on (i) Schedule I to the applicable Loan Asset Assignment on the applicable Purchase Date and (ii) in the case of each Loan Asset conveyed via a Participation, on Schedule I hereto as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableClosing Date.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation obligations of the Buyer to purchase Purchase the Purchased Collateral from as contemplated by this Agreement on any Purchase Date (including the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); andday; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer Buyer, a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date; (c) on and as of such Purchase Date, which list the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no Purchase Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Purchase Termination Event) shall have occurred or would result from such Purchase; (e) the Termination Date shall not have occurred; (f) no Applicable Law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; (g) in the case of the initial Purchase, the Buyer, the Administrative Agent and the Purchaser Agents shall be as in receipt of UCC, tax and judgment lien searches relating to the Seller; (h) in the case of the initial Purchase, the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC financing statements per paragraph (iv) of Appendix A; (i) in the case of the initial Purchase, the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of opinions of counsel satisfactory to such date incorporated into Persons; (j) in the case of the initial Purchase, all corporate and made a part of legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and an assignment substantially in substance to the form Buyer, and the Buyer shall have received from the Seller copies of Exhibit A heretoall documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as applicablethe Buyer may reasonably have requested; and (k) the Seller shall have paid all fees required to be paid by it on the Closing Date, and shall have reimbursed the Buyer and its assignees for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto; (c) on and as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Collateral Obligations have been duly filed; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default (unless such purchase would cure such Event of Default) and the Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Obligation in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; (f) no applicable law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; and (g) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Buyer and its assignees, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as applicablethe Buyer may reasonably have requested.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Purchased Collateral from the Seller and on any Purchase Date (including the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); andday; (iib) (i) in the case of the initial Purchase Date, the Seller shall have delivered to the Intermediate Buyer, prior to the Closing Date, a Schedule I that is true, accurate and complete in all respects as of the initial Cut–Off Date, and (ii) in the case of any subsequent Purchase Date, the Seller and shall have delivered to the Buyer Buyer, prior to the applicable subsequent Purchase Date, a duly executed and completed Loan List Sale Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut–Off Date; (c) on and as of such Purchase Date, which list the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or Unmatured Termination Event; (e) the Termination Date shall not have occurred; (f) the Facility Termination Date shall not have occurred; (g) no Applicable Law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; (h) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC, tax and judgment lien searches of Seller; (i) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC financing statements per paragraph (iv) of Appendix A; (j) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of opinions of counsel satisfactory to such Persons; (k) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Buyer may reasonably have requested; (l) the Seller shall have paid all fees required to be paid by it on the Closing Date, and shall have reimbursed the Buyer and its assignees for all fees, costs and expenses of such date incorporated into closing the transactions contemplated hereunder and made under the other Transaction Documents; (m) prior to the Closing Date, the Buyer, the Administrative Agent and each Purchaser Agent shall have received satisfactory evidence that the Seller’s total initial capital commitment is in place; and (n) with respect to an Acquired Loan intended to be included as a part of this Agreement the Purchased Collateral, the Buyer, the Administrative Agent and an assignment substantially in the form each Purchaser Agent shall have received a satisfactory opinion of Exhibit A hereto, as applicablecounsel.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller's General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b) and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) the Seller shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination and (iii) The Purchaser shall be deemed not have delivered to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties the Seller a notice that the Purchaser shall be true and correct in all material respects as of such earlier date)not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of Each Purchase to take place on a Purchase Date on or after the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Restatement Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed First Tier Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Xxxx, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Agent evidencing the approval of the Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable First Tier Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete (i) the Seller's General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made a part of this Agreement.and (ii) such additional information concerning the Receivables and Participation Interests to be purchased as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) the Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract giving rise to purchase Purchased Assets and all other relevant records evidencing the Collateral from Receivables and Participation Interests which are the Seller subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables and Participation Interests, together with the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of made by the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case 18 (ii) No event has occurred and is continuing, or would result from such representations and warranties Purchase, that constitutes an Event of Termination or an Incipient Event of Termination and (iii) The Purchaser shall be true and correct in all material respects as of such earlier date)not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Eligible Loans (aincluding the initial purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly A completed Loan Lists that are true, accurate and complete Purchase Notice in all respects as of the Closing Date, which lists are made a part accordance with Section 2.2(a) of this Agreement. (b) The obligation On the applicable Purchase Date, the following statements shall be true (and acceptance of the Intermediate Seller Aggregate Purchase Price payable by the Purchaser to purchase the Collateral from the Seller and on the obligation date of the Buyer to such purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to deemed a representation and warranty by the satisfaction of the following conditions precedent that:Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both. (c) An executed Seller Assignment in respect of the Purchased Loans to be sold to the Purchaser on the applicable Purchase Date and, if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor LP Purchased Loans upon such sale in accordance with the Security Sharing Agreement. (d) The Custodian shall have received from the Seller shall have delivered to the Intermediate Seller valid, enforceable and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as irrevocable powers of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment attorney substantially in the form contemplated by Section 7.5 duly executed by the Seller in favour of Exhibit A heretothe Purchaser sufficient to allow the Purchaser (or a nominee on its behalf) to effect the transfer of title to all Purchased Loans transferred to it together with an opinion of counsel to the Seller addressed to the Custodian, the Purchaser and the Bond Trustee confirming the powers of attorney satisfy the requirements of Section 3.6.8(c) of the Guide (with a copy of such opinion delivered contemporaneously to CMHC). (e) To the extent the Purchased Loans include Québec Mortgage Assets (as defined in the applicable Seller Assignment), copies of the registration to be submitted (the “Universality Registration”) to the Québec Register of Personal and Movable Real Rights (the “Register”) with respect to the relevant Seller Assignment naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, on or before the date of such purchase, as applicableto perfection against Mortgagors (or insurers), for notification to the relevant Mortgagors (or insurers) of the sale, assignment and transfer of such Québec Mortgage Assets. (f) Confirmation of registration of the Universality Registration from the Register dated within five Business Days of the date of purchase, listing the Universality Registration referred to in Section 3.1(f) above. (g) Such other approvals, opinions or documents as the Purchaser may reasonably request. (h) If the sale of New Loans on the relevant Purchase Date includes the sale of New Loan Types to the Purchaser, the Bond Trustee has received Rating Agency Confirmation in respect of the sale of such New Loan Types to the Purchaser and confirmation that the sale of such New Loan Types complies with the requirements applicable to a covered bond programme registered under the National Housing Act (Canada) and is otherwise in accordance with the terms of the Guide. (i) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (j) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor LP Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (k) If the relevant New Seller has not already done so, that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (l) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as the may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (m) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and has received a Rating Agency Confirmation in relation thereto and such accession complies with the requirements applicable to a covered bond programme registered under the National Housing Act (Canada) and is otherwise in accordance with the terms of the Guide and the Transaction Documents. (n) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (o) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (iv) A favourable opinion of legal counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Refinancing Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Refinancing Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Refinancing Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller, the obligation of the Intermediate Seller to purchase the Collateral from the Intermediate Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Refinancing Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. (a) The obligation Each purchase under this Agreement is subject to the condition precedent that the agreement of the Intermediate Seller to purchase the Collateral from the Seller sell Receivables, and the obligation agreement of the Buyer to purchase Receivables, shall not have terminated under the Collateral from the Intermediate Sellerterms of this Agreement, in each case on the Closing Date, and shall be subject further to the satisfaction of the following conditions precedent that: 6.2.1 In the case of each purchase, Seller shall have delivered to KBC prior to such purchase (i) all Receivables Invoices with respect to the immediately preceding calendar month and (ii) an Offer Notice, together with such additional information as may be reasonably requested by Buyer or KBC; 6.2.2 Seller shall have delivered acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Purchased Receivables previously granted by Seller; 6.2.3 Seller shall have delivered to Buyer any and all financial statements of Seller required under this Agreement or reasonably requested by Buyer; 6.2.4 Prior to the sale of any Receivables hereunder, Seller shall (i) execute all other agreements, instruments, notices, forms and documents and shall perform all further acts which Buyer may require with respect to the Purchased Receivables to ensure compliance with the Assignment of Claims Act, and all applicable regulations issued pursuant thereto, (ii) cause to be filed or submitted with the Government any and all agreements, instruments, notices, forms and documents required pursuant to the Assignment of Claims Act and all applicable regulations issued pursuant thereto, and (iii) have received, prior to the sale of any Purchased Receivables under this Agreement, any and all necessary and applicable approvals and consents from the Government pursuant to Assignment of Claims Act and all applicable regulations issued pursuant thereto; 6.2.5 Since March 31, 2009, no event or events shall have occurred which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 6.2.6 No Event of Default or shall have occurred and be continuing or be imminent or pending or result from the purchase of the Purchased Receivables; 6.2.7 Buyer and Seller shall have provided any information reasonably requested by the other party under or in connection with the USA Patriot Act; 6.2.8 Buyer shall have completed any due diligence or shall have received and be satisfied in its sole discretion with any and all confirmations related to Seller as an Eligible Contractor or the Receivables as Eligible Receivables; 6.2.9 Buyer shall have completed and be satisfied in its sole discretion any and all due diligence performed by Buyer relating to Seller, the Receivables or any transactions contemplated herein, and Buyer shall have approved the invoice relating to, and be satisfied with, the Initial Purchase Price being paid by Buyer for each Purchased Receivables sold under this Agreement; 6.2.10 Seller shall have been found to have met any and all requirements of the Underwriter’s annual review set forth in the Contractor Review Agreement. 6.2.11 The representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be herein are true and correct in all material respects on and as the Closing Date of such day as though made on and as of such day and shall be deemed to have been made on such day (unless except that any such representation or warranty that is expressly stated to relate solely to an as being made only as of a specified earlier date, in which case such representations and warranties date shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Each Purchase shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 and (B) 4.2 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andthis Agreement; (iib) the The Seller shall have delivered to the Intermediate Purchaser a complete copy of each of the then current Carrier Agreements, Clearinghouse Agreements, Billing and Collection Agreements and Blocked Account Agreements and any amendment or modification of such agreements; (i) a determination, in the Purchaser's sole discretion, that the Seller is in compliance with any and all regulatory and administrative requirements which will include, but not be limited to, compliance with any and all tax obligations, and (ii) Purchaser's receipt of personal background checks on certain of the Seller's shareholders, directors or managers, the results of which are acceptable to Purchaser, in its sole determination; (d) All necessary legislative, regulatory, governmental and other third party approvals, notices, consents, licences and permits including those necessary to perform this agreement and the Buyer duly completed Loan Lists that are trueRelated Documents and to carry on the Seller's business shall have been given and obtained and all such approvals, accurate notices, consents, licences and complete permits shall not contain any terms or conditions which the Purchaser reasonably considers to be materially adverse to the Seller or the Purchaser and their position and evidence thereof shall have been furnished to the Purchaser; (e) The Purchaser shall be satisfied with the results of all personal property and other searches and enquiries conducted in respect of the Seller's and its property and assets as the Purchaser's counsel may reasonably require and such discharges to terminate liens and/or estoppel letters (to confirm the amounts secured by any existing encumbrances and the collateral covered thereby) shall be received by the Purchaser as may be required by the Purchaser in its discretion; (f) The Seller shall have paid all respects as reasonable fees and expenses of the Purchaser's counsel, Xxxxxx Xxxxxxx, and all special local counsel retained, and all other reasonable fees and expenses of the Purchaser incurred in connection with any of this agreement and the Related Documents and the transactions contemplated thereby, including without limitation, all audit and appraisal fees; (g) The Seller shall be obligated to pay to the Purchaser a commitment fee in an amount equal to the sum of four percent (4.00%) of the Purchase Commitment (or the Equivalent Amount thereof). Such commitment fee is fully earned and non-refundable and shall be payable in two equal instalments of two percent (2.00%) of the Purchase Commitment (or the Equivalent Amount thereof), with the first instalment due on the Closing Date and the second instalment due on the first anniversary of the Closing Date, which lists are made a part provided, however, the entire unpaid portion of this Agreement.such fee shall be immediately payable upon the occurrence of an Event of Seller Default. Any increases in the commitment amount agreed to by Seller and Purchaser will bear an additional commitment fee of two percent (2.00%) per annum under the payment terms noted herein; (h) YakUSA shall have delivered to Purchaser on the Closing Date and the last day of each calendar month (a) an Officer's Certificate evidencing sufficient cash and committed financing to fund the consolidated business plan of YakCan and (b) The obligation an Officer's Certificate calculating Free Cash Flow of YakUSA, and in the event that Free Cash Flow for any month is less than zero, Seller shall at all times maintain unrestricted cash or cash equivalents (including, without limitation, marketable securities or the cash equivalent of any available but unused Purchase Commitment existing on the date of determination) of not less than five (5) times the absolute value of Free Cash Flow as of the Intermediate Seller to purchase the Collateral from the Seller and the obligation date of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:Free Cash Flow determination; (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the The Seller shall have delivered to the Intermediate Purchaser a copy of each written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements; (j) The Termination Date shall not have occurred; (k) The Purchaser shall have received, on or before the initial Purchase Date, a Payout Letter, in form and substance satisfactory to the Purchaser and its counsel, from SLF Sales Linked Finance Ltd.; and (l) The Seller shall have taken such other action, including but not limited to, prior to the initial Purchase Date, the delivery of (a) an opinion of counsel in form and substance satisfactory to Purchaser and its counsel, (b) a chart of the corporate structure of the Seller and the Buyer a duly completed Loan List that is trueGuarantor set out in Schedule 6 hereto, accurate and complete in all respects as (c) interim financial statements of the related Purchase DateSeller for the fiscal year to date period ending December 31, which list shall be as of such date incorporated into 2001, (d) release documentation evidencing the full and made a part of this Agreement and final release from all existing lenders who have an assignment substantially interest or lien in the form accounts receivable and Customer Base of Exhibit A heretothe Seller, (e) any and all subordination agreements required by the Purchaser, including without limitation, a subordination agreement from YakUSA, (f) evidence of the conversion of a $466,000 promissory note payable to Xxxxxxx Xxxxxx to equity of YakCan, (g) an Assignment of Life Insurance Agreement in favour of the Purchaser, as applicableassignee, in respect of a $1,000,000 policy on the life of Xxxxxxx Xxxxxxx, and (h) such other approvals, opinions or documents, including without limitation the Blocked Account Agreement, to the Purchaser, as the Purchaser may request, in form and substance satisfactory to Purchaser.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed First Tier Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Agent evidencing the approval of the Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable First Tier Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Each Purchase hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations prior to 12:00 noon (eastern time) on the Business Day prior to the date of such Purchase, the Buyer and warranties (A) the Collateral Agent shall have received a xxxx of the Seller contained in Sections 4.01 sale and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier dateblanket assignment, in which case such representations the form set forth in Exhibit B hereto, and warranties shall be true duly executed and correct in all material respects as of such earlier date); and (ii) delivered by the Seller shall have delivered Seller, with respect to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete Mortgage Assets included in all respects as of the Closing Date, which lists are made a part of this Agreement.such Purchase; (b) The obligation the Principal Mortgage Documents with respect to each Mortgage Loan included in such Purchase, other than Special Mortgage Loans, shall have been physically delivered to the possession of the Intermediate Seller to purchase Collateral Agent; provided that if such Purchase includes Special Mortgage Loans, the Collateral from Value of such Special Mortgage Loans plus the Seller Collateral Value of all Special Mortgage Loans then owned by the Buyer shall not exceed thirty percent (30%) of the Maximum Facility Amount (as defined in the Second Restated Loan Agreement) at such time and during the first five and last five Business Days of any month fifty percent (50%) of the Maximum Facility Amount (as defined in the Second Restated Loan Agreement) at such time. (c) Copies of the Take-Out Commitment Documents with respect to Conforming Loans and Non-Conforming Loans shall have been delivered to the possession of, or shall otherwise have been made available to, the Buyer or its assignee; (d) on the date of such Purchase the following statements shall be true (and the obligation Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i1) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (2) No event has occurred and shall be deemed to have been made on and as is continuing, or would result from such Purchase, that constitutes an Event of such date (unless stated to relate solely to an earlier dateDefault or would constitute a Default, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii3) the Seller The Buyer shall not have delivered to the Intermediate Seller and a notice that the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablenot make any further Purchases hereunder.

Conditions Precedent to All Purchases. Each Purchase (aincluding, without limitation, the Initial Purchase and any purchase described in Section 3.02) The obligation of by the Intermediate Seller to purchase the Collateral Purchasers from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction further conditions precedent that on the date of each Purchase, each of the following conditions precedent thatshall be true and correct both before and after giving effect to such Purchase: (i) all representations and warranties (AEach Managing Agent shall have received from the Servicer the Investor Report most recently required to be delivered pursuant to Section 5.04(b)(v) of and, during a Lxxxx 0 Xxxxxxx Xxxxxxxxx Period, the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall Weekly Report most recently required to be true and correct in all material respects on and as the Closing Date (unless stated delivered pursuant to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateSection 5.04(b)(vi); and. (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and Article IV are correct in all material respects on and as of such date as though made on and as of such date (except for those representations and shall be deemed to have been warranties which are specifically made on and only as of such date (unless stated to relate solely to an earlier a different date, in which case such representations and warranties shall be true correct on and correct in all material respects as of the date made); (iii) No event has occurred and is continuing, or would result from such earlier date)Purchase which constitutes 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 (iiiv) With respect to Purchases requested to be made by a Conduit Purchaser the Seller related Managing Agent shall not have delivered to the Intermediate Seller a notice stating that such Conduit Purchaser shall not make any further Purchases hereunder. Each delivery of a Purchase Request to the Managing Agents, and the Buyer acceptance by the Seller of the Purchase Price with respect to any Purchase, shall constitute a duly completed Loan List that is truerepresentation and warranty by the Seller that, accurate and complete in all respects as of the related Purchase Date, which list shall be as date of such date incorporated into Purchase, both before and made a after giving effect thereto and the application of the proceeds thereof, each of the foregoing statements are true and correct. It is expressly understood that each Reinvestment Purchase, unless any applicable Managing Agent has notified the Seller, the Servicer and the Program Agent, in accordance with Section 2.02(c), that such Reinvestment Purchase shall not be made, shall occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of this Agreement any Person and an assignment substantially notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in the form respect of Exhibit A hereto, as applicablesuch Reinvestment Purchase.

Conditions Precedent to All Purchases. Each purchase of Outstanding Receivables hereunder shall be subject to, unless otherwise waived by Company in the manner set forth in Section 10.1 hereof, the following further conditions precedent: (a) The obligation of On the Intermediate Seller to purchase appropriate Purchase Date (and CRES Provider, by accepting the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing DatePurchase Price, shall be subject deemed to have certified that) the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller made by CRES Provider contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that Section 4.1 hereof are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date date, as though made on and as of such date (or if made as of a specific date, as of such date); (b) All Governmental Approvals with respect to this Agreement and the EDU/CRES Provider Agreement required in connection with CRES Provider’s execution, delivery and performance hereof and thereof, each Sale and Assignment and the other documents to be delivered hereunder, and the transactions documents to be delivered hereunder, and the transactions contemplated hereby required in connection with CRES Provider’s execution, delivery and performance hereof or thereof, shall have been received and shall be deemed in effect on the appropriate Purchase Date; (c) Company shall have received from the CRES Provider such other approvals, opinions or documents as Company may reasonably request; (d) CRES Provider shall not be in material breach of any covenant of this Agreement or of the EDU/CRES Provider Agreement; (e) CRES Provider shall not have (i) instituted or consented to have been made on and as the institution of such date (unless stated to relate solely to an earlier dateany proceeding, or filed a petition, answer, consent or other pleading, in which case such representations and warranties shall be true and correct in all material respects as either case, seeking reorganization of such earlier date); and CRES Provider or any other relief or procedure with respect to CRES Provider, under any applicable federal or state law relating to bankruptcy, insolvency, liquidation, dissolution or similar law, (ii) consented to the Seller appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of CRES Provider or a substantial part of its property, (iii) made any assignment for the benefit of creditors, (iv) admitted in writing its inability to pay its debts generally as they become due, or (v) taken any corporate action in furtherance of any of the foregoing actions, and no involuntary proceeding shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is truebeen instituted against CRES Provider or its properties for any such reorganization, accurate and complete in all respects as of the related Purchase Daterelief, which list shall be as of such date incorporated into and made a part of this Agreement and an appointment, assignment substantially in the form of Exhibit A hereto, as applicableor admission.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller Purchaser, (i) if requested by the Purchaser, the Seller's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the date of such Purchase, and (ii) a written report identifying, among other things, the Receivables to be included in such Purchase and the Buyer duly completed Loan Lists that are truethen outstanding Purchased Receivables and the aged balance thereof, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.each case correlated to Purchases; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) The obligation Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser during the continuance of a Termination Event or Incipient Event of Termination, each Contract giving rise to purchase Purchased Receivables and all other relevant records evidencing the Collateral from Receivables which are the Seller subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or would constitute an Incipient Event of Termination, (iii) The Purchaser shall be deemed not have delivered to have been the Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) With respect to all Purchases made on and as of such date (unless stated or after January 1, 2000, the Purchaser shall have received evidence satisfactory to relate solely it that Collections are not being sent to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)any bank account other than a Designated Account; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Eligible Loans (aincluding the initial purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly A completed Loan Lists that are true, accurate and complete Purchase Notice in all respects as of the Closing Date, which lists are made a part accordance with Section 2.2(a) of this Agreement. (b) The obligation On the applicable Purchase Date, the following statements shall be true (and acceptance of the Intermediate Seller Aggregate Purchase Price payable by the Purchaser to purchase the Collateral from the Seller and on the obligation date of the Buyer to such purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to deemed a representation and warranty by the satisfaction of the following conditions precedent that:Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both; (c) An executed Seller shall have delivered Assignment in respect of the Purchased Loans to be sold to the Intermediate Seller and Purchaser on the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related applicable Purchase Date, which list shall be as together with executed separate powers of such date incorporated into and made a part of this Agreement and an assignment attorney substantially in the form contemplated by Section 7.5; (d) Such other approvals, opinions or documents as the Purchaser may reasonably request. (e) If the sale of Exhibit New Loans on the relevant Purchase Date includes the sale of New Loan Types to the Purchaser, the Bond Trustee has received Rating Agency Confirmation that such New Loan Types may be sold to the Purchaser. (f) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (g) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor LP Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (h) If the relevant New Seller has not already done so, that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (i) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as the may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (j) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and has received a Rating Agency Confirmation in relation thereto. (k) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (l) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A heretocertificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (iv) A favourable opinion of legal counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as applicableseller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation Each Purchase of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, a Receivable Interest shall be subject to the satisfaction of the following further conditions precedent that: (i) all All representations and warranties (A) of the Seller each Wabash Party contained in Sections 4.01 this Agreement and 4.02 and (B) of in the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Transaction Documents shall be true and correct on the Closing Date and on each Purchase Date with the same effect as though such representations and warranties had been made on such date and each Wabash Party has complied in all material respects on with all of the terms, covenants and as agreements contained in the Closing Date Transaction Documents that are applicable to it; (unless stated ii) All information concerning the Pledged Property provided to relate solely to an earlier date, in which case such representations the Agent and warranties the Surety Provider shall be true and correct as of the related Purchase Date in all material respects respects; (iii) The Seller shall have substantially performed all other obligations required to be performed by the provisions of this Agreement and the Transaction Documents; (iv) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement with respect to each Wabash Party shall be satisfactory in form and substance to the Agent and the Surety Provider, and the Agent and the Surety Provider shall have received copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Agent or the Surety Provider may reasonably have requested; (v) All respective conditions necessary to vest in the Agent good title, free and clear of such earlier date)all liens, to its respective Receivables and Receivable Interests shall have been satisfied; and (iivi) in the Seller case of each such Purchase, the Servicer shall have delivered to the Intermediate Seller Purchaser, the Agent and the Buyer duly completed Loan Lists that are trueSurety Provider on or prior to the date of such purchase, accurate in form and complete in substance satisfactory to the Purchaser, the Agent and the Surety Provider, all respects Monthly Reports as of the Closing Date, which lists are made a part of this Agreement.and when due under Section 6.5; (b) The obligation Each delivery of a Purchase Notice by the Seller shall automatically constitute a representation and warranty by each Wabash Party to the Agent and the Surety Provider that, on the date of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent thatrelated Purchase: (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 3.1 and 4.02 and (B) 3.3 hereof, Section 2.1 of the Intermediate Seller contained in Sections 4.03 Sale Agreement and 4.04, as applicable, shall Section 2.1 of the Originators Sales Agreement will be true and correct in all material respects on and as of such date as though if made on such date; (ii) no event has occurred, or would result from such Purchase, that will constitute a Servicer Default or Event of Default, and no event has occurred and is continuing, or would result from such Purchase, that would constitute a Potential Servicer Default or a Potential Event of Default; (iii) after giving effect to the proposed Purchase, the aggregate Capital of all Receivable Interests will not exceed the Purchase Limit; (iv) after giving effect to the proposed Purchase, the representation in Section 3.1(r) is true and correct; (v) after giving effect to the proposed Purchase, no Shortfall Amount will exist; (vi) the Revolving Period has not terminated nor will terminate as the result of such date Purchase; (vii) after giving effect to the proposed Purchase, there will be Eligible Receivables due and shall be deemed to have been 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 true and correct in all material respects as of such earlier date)owing from no less than 75 distinct Obligors; and (iiviii) all of the Seller shall have delivered conditions precedent with respect to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableAdvance have been satisfied.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b), and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) [intentionally omitted]; (d) the Seller shall have marked its master data processing records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; (e) on the date of such Purchase the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, (iii) The Purchaser shall not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) There shall have been no material adverse change in the collectibility of the Receivables taken as a whole since the date hereof; and (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request in response to any change in law or factual circumstances after the date of this Agreement. Notwithstanding the foregoing conditions precedent in the last paragraph of Section 3.01 and in clauses (i), (ii) and (iv) of Section 3.02(e), upon payment of the Purchase Price for any Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price), title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have been made on waived by reason of completing such Purchase) all applicable rights and as of such date (unless stated to relate solely to an earlier dateremedies under Sections 2.04, in which case such representations 7.01 and warranties shall be true 8.01 and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableotherwise.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Final Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Purchase Date. (c) The Seller shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof copies of any Related Documents of any of the Collateral Loans being acquired by the Purchaser within five (5) Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Related Documents provide that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and an assignment substantially the rights to enforce rights and remedies in respect of the form same under the applicable Related Documents inure to the benefit of Exhibit A heretothe holder of such Collateral Loan (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received copies of the Approved List and any Approval Request approved by the Administrative Agent, as applicablein each case, evidencing the approval of the Administrative Agent, in its sole and absolute discretion, of the Sale to the Purchaser of the Collateral Loans identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) No Liens exist in respect of Taxes which are prior to the lien of the Purchaser and the Collateral Agent on the Sale Portfolio to be Purchased on such Purchase Date; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Related Documents of any of the Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. Each Purchase (a) The obligation of including the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case initial Purchase on the Closing Initial Purchase Date, ) hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) the Purchase, each Seller shall have delivered to the Intermediate Purchaser, if requested by the Purchaser, (i) such Seller's Aged Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the date of such Purchase, and (ii) a written report identifying, among other things, the Receivables to be included in such Purchase and the then outstanding Purchased Receivables originated by such Seller and the Buyer duly completed Loan Lists that are trueaged balance thereof, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.each case correlated to Purchases; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Monthly Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may be reasonably requested by the Purchaser; (c) Each Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract (other than any invoice sent to purchase the Collateral from Obligor under such Contract) giving rise to Purchased Receivables and all other relevant records evidencing the Seller Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security with respect thereto, and Collections with respect thereto and other proceeds thereof, have been sold in accordance with this Agreement; and (d) on the obligation date of such Purchase the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date following statements shall be subject true (and each Seller, by accepting the amount of such Purchase, shall be deemed to the satisfaction of the following conditions precedent have certified that:): (i) all On the Effective Date such Seller's representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of such date day as though made on and as of such date, and on the date of each subsequent Purchase such Seller's representations and shall be deemed to have been warranties contained in Section 4.01(l) and (n)-(s) are correct on and as of such day as though made on and as of such date date, (unless stated ii) No event has occurred and is continuing, or would result from such Purchase, which constitutes 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 (iii) The Purchaser shall not have delivered to relate solely such Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) No event described in paragraph (g) of Section 7.01 has occurred and is continuing (without giving effect to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier datethe 30-day period provided therein for dismissal or stay); and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 and (B) 4.2 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andthis Agreement; (iib) the The Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and Purchaser a complete in all respects as copy of each of the Closing Datethen current Carrier Agreements, which lists are made a part Clearinghouse Agreements and Billing and Collection Agreements and any amendment or modification of this Agreement.such agreements; (bc) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Purchaser a copy of each written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements; (d) The Termination Date shall not have occurred; (e) The Seller shall have taken such other action, including but not limited to any necessary audit or audit update of the Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as delivery of (i) an opinion of counsel prior to the related initial Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially Date in the form of Exhibit A D hereto, (ii) an Individual Guaranty in the form attached hereto as applicableExhibit E executed by Xxxx Xxxxxx, (iii) evidence, satisfactory to Purchaser, that Seller has received a new cash equity investment prior to the initial Purchase of at least $1,100,000, (iv) prior to the initial Purchase, satisfactory review by Purchaser of Seller's audited financial statements for the year ending December 31, 2000, and (v) such other approvals, opinions or documents to the Purchaser, as the Purchaser may reasonably request; (f) The Seller shall (i) timely file all tax returns which Seller is required by law to file or has obtained valid extensions therefor and all taxes and other sums owing by Seller to any governmental authority have been fully paid, (ii) maintain adequate reserves to pay such tax liabilities as they accrue, (iii) except as set forth on Schedule 3.1(f)(iii), delivered to Purchaser satisfactory evidence that Seller is in good standing and material compliance with any and all relevant taxing, administrative, regulatory and/or Governmental Authorities; and (g) As of the initial Purchase Date, the Purchaser shall have received background checks on certain of Seller's shareholders, directors, officers or managers, the results of which shall be satisfactory to the Purchaser in its sole discretion.

Conditions Precedent to All Purchases. ‌ Each purchase by the Purchaser under this Agreement of Eligible Loans (aincluding the initial purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly A completed Loan Lists that are true, accurate and complete Purchase Notice in all respects as of the Closing Date, which lists are made a part accordance with Section 2.2(a) of this Agreement. (b) The obligation On the applicable Purchase Date, the following statements shall be true (and acceptance of the Intermediate Seller Aggregate Purchase Price payable by the Purchaser to purchase the Collateral from the Seller and on the obligation date of the Buyer to such purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to deemed a representation and warranty by the satisfaction of the following conditions precedent that:Seller that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both. (c) An executed Seller Assignment in respect of the Purchased Loans to be sold to the Purchaser on the applicable Purchase Date and, if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor LP Purchased Loans upon such sale in accordance with the Security Sharing Agreement. (d) The Custodian shall have received from the Seller shall have delivered to the Intermediate Seller valid, enforceable and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as irrevocable powers of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment attorney substantially in the form contemplated by Section‌ 7.5 duly executed by the Seller in favour of Exhibit A heretothe Purchaser sufficient to allow the Purchaser (or a nominee on its behalf) to effect the transfer of title to all Purchased Loans transferred to it together with an opinion of counsel to the Seller addressed to the Custodian, the Purchaser and the Bond Trustee confirming the powers of attorney satisfy the requirements of Section 3.6.8(c) of the Guide (with a copy of such opinion delivered contemporaneously to CMHC). (e) To the extent the Purchased Loans include Québec Mortgage Assets (as defined in the applicable Seller Assignment), copies of the registration to be submitted (the “Universality Registration”) to the Québec Register of Personal and Movable Real Rights (the “Register”) with respect to the relevant Seller Assignment naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, on or before the date of such purchase, as applicableto perfection against Mortgagors (or insurers), for notification to the relevant Mortgagors (or insurers) of the sale, assignment and transfer of such Québec Mortgage Assets. (f) Confirmation of registration of the Universality Registration from the Register dated within five Business Days of the date of purchase, listing the Universality Registration referred to in Section 3.1(f) above. (g) Such other approvals, opinions or documents as the Purchaser may reasonably request. (h) If the sale of New Loans on the relevant Purchase Date includes the sale of New Loan Types to the Purchaser, the Bond Trustee has received Rating Agency Confirmation in respect of the sale of such New Loan Types to the Purchaser and confirmation that the sale of such New Loan Types complies with the requirements applicable to a covered bond programme registered under the National Housing Act (Canada) and is otherwise in accordance with the terms of the Guide. (i) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (j) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor LP Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (k) If the relevant New Seller has not already done so, that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Loans and their Related Security comprised in the Initial Covered Bond Portfolio thereunder. (l) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as the may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (m) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and has received a Rating Agency Confirmation in relation thereto and such accession complies with the requirements applicable to a covered bond programme registered under the National Housing Act (Canada) and is otherwise in accordance with the terms of the Guide and the Transaction Documents. (n) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (o) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (iv) A favourable opinion of legal counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to All Purchases. and Reinvestments Each Purchase (aincluding the initial Purchase) The obligation hereunder and the right of the Intermediate Seller Collection Agent to purchase reinvest in Pool Receivables those Collections attributable to the Collateral from the Seller and the obligation of the Buyer Purchased Interest pursuant to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Section 2.5 or 2.6 shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller Collection Agent shall have delivered to the Intermediate Seller Facility Agent, in form and substance satisfactory to the Buyer duly Facility Agent and each Agent, a completed Loan Lists that are truePurchaser Report, accurate and complete in all respects dated as of the Closing Datelast day of the week immediately preceding the date of such Purchase, which lists are made a part of this Agreement.together with such additional information as may be reasonably requested by the Facility Agent; (b) The obligation on the date of such Purchase or reinvestment the following statements shall be true (and the acceptance by the Seller of the Intermediate Seller to purchase the Collateral from proceeds of such Purchase or reinvestment shall constitute a representation and warranty by the Seller and that on the obligation date of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:or reinvestment such statements are true): (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) 6.10 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and this Agreement are correct in all material respects on and as of the date of such date Purchase or reinvestment, before and after giving effect to such Purchase or reinvestment and to the application of the proceeds therefrom, as though made on and as of such date except to the extent that they expressly relate to a date prior to such date, (ii) No event has occurred and is continuing, or would result from such Purchase or reinvestment or from the application of the proceeds therefrom, which constitutes an Event of Investment Ineligibility or would constitute an Event of Investment Ineligibility but for the requirement that notice be given or time elapse or both, and (iii) The Facility Agent shall be deemed not have delivered to the Seller a notice that Purchaser shall not make any further Purchases hereunder and/or that the Collection Agent shall not reinvest in any Pool Receivables on behalf of Purchaser as a result of Purchaser's institutional decision to no longer purchase assets such as the Receivables and none of the following have been made on and as occurred: (1) the Seller or any of its Affiliates shall have entered into an agreement to finance or sell Receivables; (2) 120 days shall have elapsed from the giving of such date notice by the Facility Agent; or (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)3) a Termination Date; and (iic) the Seller Facility Agent shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableFacility Agent may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchaser to purchase pay the Collateral from the Seller and the obligation of the Buyer Purchase Price with respect to purchase the Collateral from the Intermediate Seller, in each case any Receivables on the Closing Date, shall be any Purchase Date is subject to the satisfaction of the following conditions precedent thatprecedent: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04On or prior to such Purchase Date, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and Purchaser the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as accounts receivable trial balance of the Closing DateOriginators (which if in magnetic tape or diskette format shall be compatible with the Purchaser's, which lists are made a part of this Agreement.or, if applicable, the Servicer's, computer equipment); (b) The obligation On or prior to such Purchase Date, the Servicer shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Determination Date Certificate, together with a listing by Obligor of all Receivables subject to such purchase, for the most recently ended reporting period for which information is required pursuant to Section 3.05(b) of the Intermediate Seller Pooling and Servicing Agreement and containing such additional information as may be reasonably requested by the Purchaser; (c) On or prior to purchase the Collateral from such Purchase Date, the Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract (other than any invoice sent to the Obligor under such Contract) giving rise to Receivables and all other relevant records evidencing the Receivables which are the subject of such purchase with a legend, acceptable to the Purchaser, stating that such Receivables, and Collections with respect thereto and other proceeds thereof, have been sold in accordance with this Agreement; (d) On such Purchase Date, the following statements shall be true (and the obligation Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such purchase, shall be subject deemed to the satisfaction of the following conditions precedent certify that:): (i) all The Seller's representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of such date day as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) No event has occurred and is continuing, or would result from such purchase, which constitutes a Termination Event or would constitute a Termination Event but for the requirement that notice be given or time elapse or both; (e) On or prior to such Purchase Date, the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; and (f) On such Purchase Date the Seller shall have delivered complied with all of its covenants hereunder and shall have fulfilled in all material respects all of its obligations hereunder. The acceptance by the Seller of any payment for any Receivables shall be deemed to be a representation and warranty by the Seller as to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete matters set forth in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableSection 3.02.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the relevant Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete such Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) if requested by the Purchaser, a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Monthly Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b), and containing such additional information as may reasonably be requested by the Purchaser; (c) The obligation relevant Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract giving rise to purchase Purchased Receivables and all other relevant records evidencing the Collateral from Receivables which are the Seller and the obligation subject of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject with a legend, acceptable to the satisfaction Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, statements shall be true (and correct in all material respects on and as the relevant Seller, by accepting the amount of such date as though made on and as of such date and Purchase, shall be deemed to have been certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Purchase 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 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, that constitutes an Event of Termination or would constitute an Incipient Event of Termination and (iii) The Purchaser shall not have delivered to such Seller a notice that the Purchaser shall not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation obligations of the Buyer to purchase Purchase the Collateral Transferred Assets from the Intermediate Seller, in each case Seller on any Purchase Date (including the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent thatprecedent: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); andday; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be ; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date incorporated into and made a part pursuant to the provisions of this Agreement Agreement; (d) no Purchase Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Purchase Termination Event) shall have occurred and an assignment substantially be continuing or would result from such Purchase; (e) the Termination Date shall not have occurred; (f) no Applicable Law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the form of Exhibit A heretoprovisions hereof; and (g) the Seller shall have paid all fees, as applicablecosts and expenses required to be paid by it on the applicable Purchase Date.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from ------------------------------------- the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 and (B) 4.2 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andthis Agreement; (iib) the The Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and Purchaser a complete in all respects as copy of each of the Closing Date, which lists are made a part then current Billing and Collection Agreements and any amendment or modification of this Agreement.such agreements; (bc) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Purchaser a copy of each written notice delivered by or received by the Seller with respect to any Billing and Collection Agreements; (d) The Termination Date shall not have occurred; (e) The Seller shall have taken such other action, including but not limited to any necessary audit or audit update of the Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as delivery of (i) an opinion of counsel prior to the related initial Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially Date in the form of Exhibit A D hereto, (ii) the guaranties of Thurston Group, Avery Commxxxxxxxxns, Inc., xxx Patrick Haynes in the form xxxxxxxx xxxxxo as applicableExhibit E and (iii) such other approvals, opinions or documents to the Purchaser, as the Purchaser may reasonably request; (f) The Seller shall (i) timely file all tax returns which Seller is required by law to file or has obtained valid extensions therefor and all taxes and other sums owing by Seller to any governmental authority have been fully paid, (ii) maintain adequate reserves to pay such tax liabilities as they accrue, (iii) delivered to Purchaser satisfactory evidence that Seller is in good standing and material compliance with any and all relevant taxing, administrative, local exchange carrier billing and collection agreements, regulatory and/or Governmental Authorities; and (g) As of the initial Purchase Date, the Purchaser shall have received background checks on certain of Seller's shareholders, directors, officers or managers, the results of which shall be satisfactory to the Purchaser in its sole discretion.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchaser to purchase Receivables hereunder on each Purchase Date (including the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Initial Closing Date, ) shall be subject to the satisfaction further conditions precedent (any one of which can be waived by the Purchaser) that on such Purchase Date: (a) the following statements shall be true (and delivery by the Originator of a Purchase Report and the acceptance by the Originator or the Initial Seller, as applicable, of the following conditions precedent that:Purchase Price for any Receivables on any Purchase Date shall constitute a representation and warranty by such Originator or the Initial Seller, as applicable, that on such Purchase Date such statements are true): (i) all the representations and warranties (A) of the Originator and the Initial Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no Purchase Termination Event or Incipient Purchase Termination Event shall have occurred and be continuing; (b) the Originator and the Initial Seller, as applicable, shall have clearly and unambiguously marked its accounting records evidencing the Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to the Purchaser in accordance with this Agreement; (c) no Pay Out Event shall have occurred and be continuing under the Indenture; (d) no material change shall have occurred after the Initial Closing Date with respect to the Originator's or the Initial Seller's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of the Purchased Receivables by the Originator or the Initial Seller which makes them not sufficient and satisfactory in order to permit the purchase and administration and collection of the Purchased Receivables by the Purchaser in accordance with the terms and intent of this Agreement; (e) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; and (f) the Originator and the Initial Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in complied with all respects as of the related Purchase Date, which list shall covenants and satisfied all of its obligations hereunder required to be complied with or satisfied as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicabledate.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any Governmental Authority shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all material respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof a faxed or e-mailed copy of the duly executed original promissory notes of the Loan Assets (and, in the case of any Noteless Loan Asset, a fully executed assignment agreement) to be assigned on such Purchase Date and the Seller shall have covenanted to deliver to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and, upon the filing of a part financing statement as set forth in Section 4.2(a), a valid and perfected ownership interest in such Sale Portfolio, to the extent an ownership interest may be perfected by filing, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of the Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. NoNeither the Swing Line Purchaser nor any Committed Purchaser shall be obligated to purchase Transferred Receivables hereunder on any Purchase Date if, as of the date thereof: (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) any representation or warranty of the Seller or the Servicer contained herein or in Sections 4.01 and 4.02 and (B) any of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, other Related Documents shall be true untrue or incorrect as of such date, either before or after giving effect to the Purchase of Transferred Receivables on such date and correct in all material respects on and as to the Closing Date (unless stated application of the proceeds therefrom, except to relate solely the extent that such representation or warranty expressly relates to an earlier date, in which case such representations date and warranties shall be true and correct in all material respects as of such earlier date); andexcept for changes therein expressly permitted by this Agreement; (iib) any event shall have occurred, or would result from the Purchase of Transferred Receivables on such Purchase Date or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein or in any Related Document; (d) the Facility Termination Date shall have delivered occurred; (e) either before or after giving effect to such Purchase and to the Intermediate application of the proceeds therefrom, a Purchase Excess would exist; (f) any Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of information, approvals, consents, opinions, documents and instruments to the PurchasersPurchaser Agents and the Buyer duly completed Loan Lists Administrative Agent, as (i) any Purchaser Agent or the Administrative Agent may reasonably request or a(ii) any Rating Agency may request; or (g) the Administrative Agent or any Purchaser Agent shall have determined that are trueany event or condition has occurred that has had, accurate or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Seller of a Purchase Request and complete in all respects as the acceptance by the Seller of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller price for any Transferred Receivables on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and constitute, as of any such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into a representation and made a part of warranty by the Seller that the conditions in this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableSection 3.02 have been satisfied.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the applicable Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete such Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b), and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) [intentionally omitted]; (d) the applicable Seller shall have marked its master data processing records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; (e) on the date of such Purchase the following statements shall be true (and the obligation of applicable Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, (iii) The Purchaser shall not have delivered to the Sellers a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) There shall have been no material adverse change in the collectibility of the Receivables taken as a whole since the date hereof; and (f) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request in response to any change in law or factual circumstances after the date of this Agreement. Notwithstanding the foregoing conditions precedent in the last paragraph of Section 3.01 and in clauses (i), (ii) and (iv) of Section 3.02(e), upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the Deferred Purchase Price or by capital contribution), title to such Receivable and the Related Security with respect thereto shall vest in the Purchaser, whether or not such conditions precedent to the Purchase were in fact satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have been made on waived by reason of completing such Purchase) all applicable rights and as of such date (unless stated to relate solely to an earlier dateremedies under Sections 2.04, in which case such representations 7.01 and warranties shall be true 8.01 and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableotherwise.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) in the case of each Purchase, the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller Servicer shall have delivered to the Intermediate Seller Purchaser and the Buyer duly completed Loan Lists that are trueAdministrative Agent on or prior to the date of such Purchase, accurate in form and complete in substance satisfactory to the Purchaser, all respects reports as and when due under SECTION 6.02(g), and, on or prior to the date of the Closing Dateinitial Purchase, which lists are made a part of this Agreement.report, reasonably acceptable to the Purchaser, containing information reasonably requested by the Purchaser with respect to the Purchased Receivables and the Receivables to be purchased, (b) The obligation on the date of each Purchase, the following statements shall be true (and acceptance of the Intermediate Seller to purchase the Collateral from proceeds of such Purchase shall be deemed a representation and warranty by the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and Article IV are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Servicer Termination Event or an Insurance Agreement Event of Default, (iii) the amount on deposit in the Cash Collateral Account is at least equal to the Required Cash Collateral Amount, and the sum of the amount of deposit in the Cash Collateral Account PLUS the Available L/C Amount of all Transaction Letters of Credit is at least equal to the Required Credit Enhancement, (iv) no event or circumstance that is reasonably likely to have a Material Adverse Effect shall have occurred since the date hereof, (v) after giving effect to any Purchase, the Investment shall not exceed the Purchase Limit, (vi) other than with respect to the initial Purchase, the Custodian shall have received and reviewed the Contract Files with respect to Receivables being funded or acquired in connection with such Purchase and shall have issued a trust receipt with respect thereto, in accordance with the Custodial Agreement, (vii) other than with respect to the initial Purchase, at least three business days prior to the date of any Purchase, FSA shall have received from the Servicer a credit write up with respect to each Receivable being funded or acquired in connection with such Purchase, (viii) after giving effect to any Purchase, the aggregate Outstanding Balance of all Purchased Receivables due from any Obligor does not exceed the Standard Concentration Limit or the Special Concentration Limit with respect to such Obligor, (ix) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables with respect to which the related Vehicles were not manufactured by Motor Coach Entities does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (x) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to which the related Obligors are located (1) in the two States in the United States of America with the largest aggregate Outstanding Balance of all Purchased Receivables does not exceed, in either State, [**]% of the aggregate Outstanding Balance of all Purchased Receivables and (2) in the same State in the Xxxxxx Xxxxxx xx Xxxxxxx (other than a State referred to in clause (1) above) is less than [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xi) after giving effect to any Purchase, the result of (i) the weighted average imputed rate of interest for all Purchased Receivables less (ii) the sum of (1) the weighted average of the rates at which the Guaranteed Yield is computed for the immediately preceding Settlement Period, or, with respect to the initial Purchase only, the average of the fixed periodic rates of interest set forth in the Hedge Agreements entered into in connection with such Purchase, plus (2) sum of the percentages used to calculate the Premium, the Operating Expense Fee, the Program Fee, the Liquidity Fee, the Servicer Fee, the Utilization Fee and the Backup Servicer Fee for such Settlement Period shall be equal to or greater than [**]%, (xii) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts which by their express terms allow no more than three monthly payments to be missed in any twelve-month period does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xiii) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to Vehicles which were repossessed and subsequently financed does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xiv) after giving effect to any Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts with respect to Vehicles which are of a model year (1) between 10 and 15 years old as of the date of such Purchase does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables and (2) more than 15 years old as of the date of such Purchase does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, (xv) all Receivables being funded or acquired in connection with such Purchase are Eligible Receivables, (xvi) after giving effect to any Purchase of Receivables arising under Contracts that provide for Balloon Payments, other than in connection with the initial Purchase, the aggregate Outstanding Balance of Purchased Receivables arising under Contracts which are Vehicle Loans that provide for Balloon Payments does not exceed [**]% of the aggregate Outstanding Balance of all Purchased Receivables, and (xvii) after giving effect to any Purchase, none of the Purchased Receivables is an Operating Lease; (c) there shall be in place Hedge Agreements reasonably satisfactory to the Controlling Party, the Seller and the Rating Agencies; provided, that any Hedge Agreement entered into in connection with any Purchase after the initial Purchase which is substantially similar in all material respects to the Hedge Agreement entered into in connection with the initial Purchase shall be deemed to have been made on be satisfactory to FSA, the Administrative Agent, the Seller and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)the Rating Agencies; and (iid) the Seller Purchaser and FSA shall have delivered received such other approvals, opinions or documents as it may reasonably request, including, without limitation, information with respect to the Intermediate performance of the Purchased Receivables. One Business Day prior to the date of each Purchase, FSA shall have received, in the form attached as Exhibit J hereto, a certificate of an officer of the Seller certifying that all conditions to purchase set forth in this Section shall have been satisfied, and setting forth the Buyer a duly completed Loan List calculation showing that is truethe condition specified in Section 3.02(b)(xi) has been satisfied. The request and acceptance by the Seller of the proceeds of any Purchase shall be deemed to constitute, accurate and complete in all respects as of the related Purchase Date, which list shall be as date of such date incorporated into request or acceptance, a representation and made a part of warranty by the Seller that the conditions in this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableArticle III have been satisfied.

Conditions Precedent to All Purchases. Each purchase by the Acquirer under this Agreement of Loans and their Related Security (aincluding the initial purchase of Loans and their Related Security hereunder) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that, as the case may be, the following shall have occurred or that the Acquirer shall have received on or before the date of such purchase (unless otherwise noted below) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly A completed Loan Lists that are true, accurate and complete Purchase Notice in all respects as of the Closing Date, which lists are made a part accordance with Section 2.2(b) of this Agreement. (b) The obligation of On the Intermediate Seller to purchase applicable Purchase Date, the Collateral from the Seller following statements shall be true (and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Originator shall be subject deemed to the satisfaction of the following conditions precedent that:represent that such statements are then true): (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 4.2 are true and correct in all material respects on and as of the date of such date purchase as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Subservicer Event of Default or that would constitute a Subservicer Event of Default but for the Seller shall have delivered requirement that notice be given or time elapse or both. (c) An executed Originator Assignment in respect of the Purchased Loans to be sold to the Intermediate Seller and Acquirer on the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related applicable Purchase Date, together with (i), if applicable, a Release of Security for any Shared Security (as such terms are defined in the Security Sharing Agreement) in respect of those Purchased Loans which list shall be will constitute Guarantor Purchased Loans (as defined in the Security Sharing Agreement) upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of such date incorporated into and made a part executed separate registrable powers of this Agreement and an assignment attorney in respect of any Purchased Loans substantially in the form contemplated by Section 7.4 as the Acquirer may request. (d) Acknowledgements or duplicate registration copies of Exhibit A heretoproper assignments, registration forms and other similar documents or instruments, with registration particulars indicated thereon, naming the Originator as applicableassignor and the Acquirer as assignee, and duly filed in Québec under the Civil Code within seven Montreal Business Days following such purchase in order to render opposable against third parties the interests of the Acquirer in the applicable Purchased Loans contemplated by this Agreement, it being understood that a registration pursuant to Article 1642 of the Civil Code will be effected for each purchase of Purchased Loans. (e) Completed real right search results in the RPMRR that name the Originator as grantor or assignor dated within thirty Montreal Business Days of the Purchase Date showing no other Adverse Claims on any of the Purchased Loans or Related Security, and, in respect of the relevant effective registrations filed in Québec with the RPMRR referred to in Section 3.2(d) for such Purchase Date, certified statements of registration in respect of which will be made available within seven Montreal Business Days of such filing. (f) Such other approvals, opinions or documents as the Acquirer may reasonably request. (g) If the sale of Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Acquirer, the Rating Agency Confirmation has been satisfied in respect of the purchase of such New Portfolio Asset Types. (h) If the sale of Loans on the relevant Purchase Date is made by any new Originator that is to become party to this Agreement by operation of Section 9.2, a copy of the certified extracts of resolutions of any such Originator together with an Originator Power of Attorney executed by the Federation on behalf of any such Originator, in each case, in forms substantially similar to those obtained on the first sale of Loans pursuant to the terms hereof.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchaser to purchase the Collateral from the Seller pay for each Receivable and the obligation of Other Conveyed Property related thereto on each Purchase Date (including the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following further conditions precedent thatthat on such Purchase Date: (i1) all The following statements shall be true: (1) the representations and warranties (A) of the Seller contained in Sections 4.01 Section 4.1 shall be correct on and 4.02 as of such Purchase Date in all material respects, before and (B) of after giving effect to the Intermediate Seller contained in Sections 4.03 and 4.04Purchase to take place on such Purchase Date, as applicable, shall be true though made on and correct as of such date; and (2) the Seller is in compliance in all material respects with each of its covenants and other agreements set forth herein. (2) The Purchaser shall have received an Assignment, dated the date of such Purchase Date, executed by the Seller, listing each Receivable and Other Conveyed Property with respect thereto being sold on such Purchase Date and designating each such Receivable as an Eligible Receivable. (3) The Seller shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof a copy of the Assignment described in clause (b) above for such Purchase Date, together with each item contained in the Receivable Files of, and any other chattel paper and instruments (as each term is defined in the UCC) representing or evidencing, any of the Receivables being sold on such Purchase Date or the Other Conveyed Property related thereto. (4) The Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andPurchaser or any assignee thereof may reasonably request. (ii5) There shall have been no Material Adverse Effect. (A) The Seller shall have timely delivered to the Purchaser a Purchase Request Notice appropriately completed and executed by the Seller, (B) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral Purchaser an Officer's Certificate from the Seller and certifying that (1) the obligation Seller has delivered or caused to have been delivered to the Custodian a copy of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject Assignment related to the satisfaction of the following conditions precedent that: Receivables being Purchased hereunder on such Purchase Date, together with (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of Pledged Developer Note Receivable File with respect to the Intermediate Seller contained in Sections 4.03 and 4.04Developer Note Receivables being Purchased hereunder on such Purchase Date, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Pledged Consumer Note Receivable File with respect to each Pledged Consumer Note Receivable in which the Purchaser is acquiring an interest hereunder on such Purchase Date, (iii) the Pledged Purchased Consumer Note Receivable File with respect to each Purchased Consumer Note Receivable being Purchased hereunder on such Purchase Date, and (iv) the Eligible Developer Sale Agreement File with respect to each Eligible Developer Sale Agreement or other sale agreement pursuant to which any Purchased Consumer Note Receivable being Purchased hereunder on such Purchase Date was sold to the Seller, (2) the Developer Note Receivables and all related Pledged Consumer Note Receivables and/or the Purchased Consumer Note Receivables related to or constituting the Receivables being Purchased hereunder on such Purchase Date are duly endorsed or otherwise duly assigned by the Seller to the Purchaser and (3) the Developer Mortgages, if applicable, and Interval Mortgages, if applicable, related to each Receivable being Purchased hereunder on such Purchase Date, assignments thereof by the Applicable Underlying Borrower or Applicable Underlying Seller to the Seller and assignments thereof by the Seller to the Purchaser have all been duly recorded in the appropriate recording offices, and (C) the Custodian has delivered to the Purchaser by 11:30 A.M. (New York City time) on such Purchase Date, a Receipt from the Custodian confirming that, inter alia, the Receivable Files received on such Purchase Date conform with the Assignment delivered to the Custodian on such Purchase Date. (7) The Seller shall have taken all steps necessary under all applicable law in order to cause a valid, subsisting and enforceable first priority perfected security interest to exist in its favor in the Applicable Underlying Loan Collateral, the Applicable Underlying Purchased Note Collateral and all other Collateral related to each Receivable (and the proceeds thereof) being Purchased hereunder on such Purchase Date and immediately prior to the Purchase of such Receivables by the Purchaser hereunder, there shall have existed in favor of the Seller as secured party, a valid, subsisting and enforceable first priority perfected lien in the Applicable Underlying Loan Collateral, the Applicable Underlying Purchased Note Collateral and all other such Collateral related to such Receivable (and the proceeds thereof), and such security interest is and shall be prior to all other liens (other than Permitted Liens and Encumbrances) upon and security interests in such Applicable Underlying Loan Collateral, Applicable Underlying Purchased Note Collateral and other such Collateral (and the proceeds thereof) that now exist or may hereafter arise or be created; provided, that, any such security interest in the Land, Units and/or Common Elements of an Applicable Development, to the extent evidenced by a Developer Mortgage, may be subordinate to an AD&C Mortgage. (8) The Seller shall have taken all steps necessary under all applicable law in order to cause a valid, subsisting and enforceable first priority perfected ownership interest to exist in favor of the Purchaser in the Receivables being Purchased hereunder on such Purchase Date and in all right, title and interest of the Seller in, to and under the Other Conveyed Property related thereto (and the proceeds thereof) and immediately prior to the Purchase of such Receivables by the Purchaser, there shall have existed in favor of the Seller as secured party, a valid, subsisting and enforceable first priority ownership interest in such Receivables and Other Conveyed Property related thereto (and the proceeds thereof) which ownership interest is free of all liens and security interests. (9) The Seller shall have taken all steps necessary under all applicable law in order to cause to exist in favor of the Purchaser a first priority perfected security interest in the Applicable Underlying Loan Collateral, the Applicable Underlying Purchased Note Collateral and all other Collateral related to each Receivable (and the proceeds thereof) being Purchased hereunder on such Purchase Date (subject, in the case of the security interest in any Applicable Underlying Loan Collateral, Applicable Underlying Purchased Note Collateral or other Collateral for such Receivable which constitutes real property, to Permitted Liens and Encumbrances on such real property) and upon the Purchase of such Receivables by the Purchaser, there shall exist in favor of the Purchaser, as secured party, a valid, subsisting and enforceable first priority perfected security interest in the Applicable Underlying Loan Collateral, the Applicable Underlying Purchased Note Collateral and all other Collateral related to each Receivable (and the proceeds thereof) being Purchased hereunder on such Purchase Date (subject, in the case of the security interest in any Applicable Underlying Loan Collateral, Applicable Underlying Purchased Note Collateral or other Collateral for such Receivable which constitutes real property, to Permitted Liens and Encumbrances on such real property) and such security interest is and shall be prior to all other liens upon and security interests therein that now exist or may hereafter arise or be created (other than Permitted Liens and Encumbrances as aforesaid). (10) The Pledged Consumer Note Receivables and all related Pledged Developer Note Receivables and the Purchased Consumer Note Receivables, in each instance, constituting or related to each Receivable being Purchased hereunder on such Purchase Date shall have been duly endorsed or otherwise duly assigned by the Seller to the Purchaser and delivered to the Custodian. (11) All Interval Mortgages related to each Receivable being Purchased hereunder on such Purchase Date and assignments thereof from the Applicable Underlying Borrower or the Applicable Underlying Seller to the Seller and from the Seller to the Purchaser shall each have been duly recorded or registered in the Applicable Jurisdiction in accordance with all Applicable Laws. All Developer Mortgages related to each Receivable being Purchased hereunder on such Purchase Date and assignments thereof from the Seller to the Purchaser shall each have been duly recorded or registered in the Applicable Jurisdiction in accordance with all Applicable Laws. All Interval Mortgages, if applicable, and Developer Mortgages, if applicable, assigned to the Purchaser hereunder must have evidence thereon of payment of all required documentary stamps and intangible taxes, if any are required. (12) The Seller shall have delivered or caused to have been delivered to the Intermediate Seller and Custodian a copy of the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of Assignment related to the Receivables being Purchased hereunder on the related Purchase Date, together with (i) the Pledged Developer Note Receivable File with respect to each Developer Note Receivable being Purchased hereunder on such Purchase Date, (ii) the Pledged Consumer Note Receivable File with respect to each Pledged Consumer Note Receivable in which list the Purchaser is acquiring an interest hereunder on such Purchase Date, (iii) the Pledged Purchased Consumer Note Receivable File with respect to each Purchased Consumer Note Receivable being Purchased hereunder on such Purchase Date and (iv) the Eligible Developer Sale Agreement File with respect to each Eligible Developer Sale Agreement or other sale agreement pursuant to which any Purchased Consumer Note Receivable being Purchased hereunder on such Purchase Date was sold to the Seller. (13) [Intentionally Omitted]. (14) No law or regulation shall be as 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 Purchase of any Receivables or related Other Conveyed Property on such date incorporated into Purchase Date in accordance with the provisions hereof. (15) To the extent not provided above, all Assignment Documents with respect to the Receivables and made a part of this Agreement related Other Conveyed Property being Purchased hereunder on such Purchase Date shall have been duly executed and an assignment substantially delivered by the Seller and such Assignment Documents, to the extent applicable, shall each have been duly recorded or registered in the form Applicable Jurisdiction in accordance with all Applicable Laws. (16) As to each Receivable to be Purchased hereunder on such Purchase Date, the Purchaser shall have received an Officer's Certificate from the Seller certifying that: (1) It has received no notice of Exhibit A heretoany asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of any Receivables or related Other Conveyed Property being Purchased hereunder on such Purchase Date; and (2) It has received such additional items as applicablethe Purchaser shall reasonably require, including, without limitation, an aging report and delinquency reports of any Receivables or related Other Conveyed Property being Purchased hereunder on such Purchase Date. (17) The following conditions shall have been satisfied:

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of With respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) With respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser at least one Business Day prior to such Purchase, in form and substance satisfactory to the Purchaser, a completed Seller Report containing information covering the most recently ended reporting period as to which the Collection Agent is then required to deliver a Seller Report pursuant to Section 6.02(b); (c) The obligation Seller, at its expense, shall have marked its master data processing records evidencing the Receivables which are the subject of such Purchase with a legend reasonably acceptable to the Intermediate Seller to purchase Purchaser, evidencing that such Receivables, the Collateral from Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; provided, however, that until September 30, 2003, the Seller may comply with such requirement to mxxx its records by placing a legend on its general ledger stating that such Receivables, the Related Security and Collections with respect thereto have been sold in accordance with the terms of this Agreement; and (d) On the date of such Purchase, the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller made by it and contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, unless such representations and shall be deemed to have been warranties are 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 true and correct in all material respects as of such earlier date); and (ii) the Seller No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, and (iii) The Purchaser shall not have delivered to the Intermediate Seller and a notice that the Buyer a duly completed Loan List that is truePurchaser shall not make any further Purchases hereunder, accurate and complete in and (iv) The Seller shall have received by contribution from EDS pursuant to the EDS Contribution Agreement all respects as of the related Purchase Date, which list shall be as of EDS’s Receivables arising prior to such date incorporated into and made a part existing on or arising after the date of this Agreement and an assignment substantially in Agreement; and (e) the form of Exhibit A heretoPurchaser shall have received such other approvals, opinions or documents as applicablethe Purchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Initial Purchase and each Incremental Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following further conditions precedent that: (a) with respect to any such Purchase (other than the Initial Purchase) prior to the date of such Purchase, (i) all representations and warranties the Servicer shall have delivered to the Purchaser (A) a completed Asset Report, in form and substance reasonably satisfactory to the Purchaser, substantially in the form of the Seller contained Asset Report referred to in Sections 4.01 Schedule I with respect to the Initial Purchase, dated within five (5) Business Days prior to the date of such Incremental Purchase and 4.02 containing such additional information as may be reasonably requested by the Purchaser, and (B) a Subsequent List of Receivables relating to such Incremental Purchase, and (c) executed Assignments (under both the Intermediate Seller contained in Sections 4.03 Sale and 4.04, as applicable, shall be true Contribution Agreement and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)this Agreement) relating thereto; and (ii) the Seller Receivables File with respect to such Asset Pool Portion being purchased shall have been delivered into the custody of the Purchaser (or arrangements for custody thereof otherwise satisfactory to the Intermediate Seller and Purchaser shall have been implemented); and (iii) all actions or additional actions necessary, in the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as reasonable judgment of the Closing DatePurchaser, which lists are made to obtain an absolute ownership interest in favor of the Purchaser in the Asset Pool Portion being purchased shall have been taken (and Purchaser may in its discretion require, as a part condition to such determination, the delivery of this Agreement.an Opinion of Counsel to such effect); (b) The obligation on the date of such Purchase the Intermediate Seller to purchase the Collateral from following statements shall be true and the Seller and by accepting the obligation amount of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject deemed to the satisfaction of the following conditions precedent have certified that: (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 5.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 5.2 are true and correct in all material respects on and as of such date day as though made on and as of such date date, (ii) no event has occurred and shall be deemed to have been made is continuing, or would result from such Purchase which constitutes an Event of Termination, (iii) on and as of such date day, after giving effect to such Purchase, the Capital Payout will not exceed the Purchase Limit, and the outstanding Capital will not exceed the Capital Limit, and (unless stated to relate solely to an earlier date, in which case such representations iv) on and warranties shall be true and correct in all material respects as of such earlier date)day, the Seller and the Servicer each has performed all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (c) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities of the Purchaser contemplated by this Agreement; (d) (i) no event has occurred under the Warehouse Facility that would relieve Hellxx Xxxancial, Inc. from making advances under the Warehouse Facility and (ii) no Increased Cost Event shall have occurred and be continuing; (e) the Deed Custodian shall have received with respect to Receivables either an original note/instrument and related Allonge or the original conditional sales contract; (f) the Deed Custodian shall have received either a Master Deed or Deeds relating to the Intervals if the related Receivable is a conditional sales contract; (g) in the event the condition requiring the application of the Interest Rate Environment Modifier exists, the Purchaser and Seller shall have agreed to the Interest Rate Environment Modifier; and (iih) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the conditions precedent that as of each Purchase Date, the satisfaction of which will be determined by the following conditions precedent thatPurchaser in good faith: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct compliance in all material respects on and as with any representation, warranty or covenant provided under this Agreement or any other agreement or certificate relating to the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andtransactions contemplated hereby; (iib) the The Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects Purchaser as of such Purchase Date or on any previous Purchase Date a complete copy of each of the Closing Datethen current Carrier Agreements, Clearinghouse Agreements and Billing and Collection Agreements and any amendment or modification of such agreements and a copy of each material written notice (e.g., termination, delinquent payment, threat of suspended service, etc.) delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreement, Clearinghouse Agreement and/or the Billing and Collection Agreement; (c) Purchaser shall have received, in form and substance satisfactory to Purchaser, all consents, waivers, acknowledgments, releases, terminations and other agreements and documents from third persons which lists are made a part Purchaser may deem necessary in order to permit, protect and perfect its rights, ownership or otherwise, in the Purchased Receivables and liens upon any collateral or to effectuate the provisions or purposes of this Agreement.; (bd) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Termination Date shall be subject to the satisfaction of the following conditions precedent that:not have occurred; (ie) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the The Seller shall have delivered taken such other action, including but not limited to the Intermediate Seller and delivery of an opinion of counsel prior to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related initial Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially Date in the form of Exhibit A D hereto, or delivered such other approvals, opinions or documents to the Purchaser, as applicablethe Purchaser may reasonably request; (f) Xxxxx Xxxxxxxx shall continue to (i) hold at least such title and authority as held as of the Closing Date and (ii) be a full time employee of Seller, unless a reasonably acceptable replacement is identified and meets with Purchaser's written approval within ninety (90) days thereafter; (g) The Seller shall not (i) have made any material change in the nature of the business that Seller presently conducts or change its name or the location of its chief executive office or the location of the office where records are kept, (ii) merge or consolidate with any other corporation (where the Seller will not be the surviving entity without the Purchaser's written consent), or purchase any stock or assets of any other party, other than assets used by Seller in the ordinary course of its business; (h) The Seller's Tangible Net Worth (as defined in this Section) shall be not less than $60,000,000. "Tangible Net Worth" means the stockholders' equity of Seller and Seller's subordinated debt, reduced by intangible assets of Seller, amounts owing to Seller by any interested party or Seller Affiliate and all other assets of Seller not readily convertible into money, as reasonably determined by Purchaser.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Each Purchase hereunder shall be subject to the satisfaction of the following conditions precedent that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the relevant Seller shall have delivered to the Purchaser, (i) all if requested by the Purchaser, such Seller’s General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the date of such Purchase, and (ii) a written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Servicer shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b); (c) [Intentionally Omitted]; (d) as of the date of such Purchase the Purchaser shall not have determined, acting reasonably, and notified the Sellers and the Agent that the Purchaser has or is deemed to have a permanent establishment within Canada solely as a result of the transactions contemplated hereby (but only directly and exclusively as a result of any breach by the Sellers or the Servicer of any of their obligations under this Agreement); (e) on the date of such Purchase the following statements shall be true (and the relevant Seller, by accepting the Purchase Price for such Purchase, shall be deemed to have certified that): (i) The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the Closing Date date of such Purchase as though made on and as of such date (unless stated to except insofar as such representations and warranties relate solely expressly to an earlier datedate certain, in which case such representations and warranties 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, that constitutes an Event of Termination or an Incipient Event of Termination, and (iii) The Purchaser shall not have delivered to the Sellers a notice that the Purchaser shall not make any further Purchases hereunder; and (iif) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this AgreementPurchaser may reasonably request. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Monthly Report, Weekly Report or Daily Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b), and containing such additional information as may reasonably be requested by the Purchaser; (c) The obligation Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract giving rise to purchase Purchased Receivables and all other relevant records evidencing the Collateral from Receivables which are the Seller and the obligation subject of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject with a legend, acceptable to the satisfaction Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, statements shall be true (and correct in all material respects on and as the Seller, by accepting the amount of such date as though made on and as of such date and Purchase, shall be deemed to have been certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Purchase 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 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, that constitutes an Event of Termination or would constitute an Incipient Event of Termination, (iii) The Purchaser shall not have delivered to the Seller a notice that the Purchaser shall not make any further Purchases hereunder, and (iv) Each of FPL and Ferro Color shall have sold to the Seller all of such Originator’s Receivables arising on or prior to such date; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Final Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Purchase Date. (c) The Seller shall have delivered to the Custodian on behalf of the Purchaser and any assignee thereof copies of any Related Documents of any of the Collateral Loans being acquired by the Purchaser within five (5) Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if any item of such Sale Portfolio contains a restriction of transferability, the applicable Related Documents provide that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and an assignment substantially the rights to enforce rights and remedies in respect of the form same under the applicable Related Documents inure to the benefit of Exhibit A heretothe holder of such Collateral Loan (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received copies of the Approved List and any Approval Request approved by the Administrative Agent, as applicablein each case, evidencing the approval of the Administrative Agent, in its sole and absolute discretion, of the Sale to the Purchaser of the Collateral Loans identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Purchase ------------------------------------- (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the Seller shall have delivered to the Intermediate Seller Purchaser, (i) if requested by the Purchaser, the Seller's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the date of such Purchase, and (ii) a written report identifying, among other things, the Receivables to be included in such Purchase and the Buyer duly completed Loan Lists that are truethen outstanding Sold Receivables and the aged balance thereof, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.each case correlated to Purchases; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Seller shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.2(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) the Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract giving rise to purchase Sold Receivables and all other relevant records evidencing the Collateral from Receivables which are the Seller subject of such Purchase with a legend, acceptable to the Purchaser, stating that the Seller's interest in such Receivables, the Related Security and Collections with respect thereto, have been sold and assigned in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and Section 4.1 are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or would constitute an Incipient Event of Termination and (iii) The Purchaser shall be deemed not have delivered to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties the Seller a notice that the Purchaser shall be true and correct in all material respects as of such earlier date)not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 4.2 of this Agreement; (b) The Seller shall have made available to the Purchaser a complete copy of all of Seller’s then current Carrier Agreements, Clearinghouse Agreements and (B) of the Intermediate Seller contained in Sections 4.03 Billing and 4.04, as applicable, shall be true Collection Agreements and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as any amendment or modification of such earlier date); andagreements; (iic) The Seller shall have made available to the Purchaser a copy of each written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements, except written notices not involving a material effect or change to the contractual relationship; (d) The Seller shall have delivered to the Intermediate Seller Purchaser evidence satisfactory to the Purchaser of consent to service or other properly documented LOA’s (including both paper and electronic) for the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.Payors; (be) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Termination Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to not have been 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 true and correct in all material respects as of such earlier date)occurred; and (iif) the The Seller shall have delivered taken such other action, including but not limited to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as delivery of the related Purchase Date, which list shall be as an opinion of such date incorporated into and made a part of this Agreement and an assignment substantially counsel in the form of Exhibit A D hereto, and delivered such other approvals, opinions or documents to the Purchaser, as applicablethe Purchaser may reasonably request; (g) The Seller shall deliver to Purchaser a copy of all sales scripts and LOA’s to be independently reviewed by a mutually agreeable third party and Seller cannot deviate from the language of the script or LOA without having such changes reviewed and approved; (h) To the extent the Seller markets through telemarketing, Seller shall subscribe to both state and federal, as the case may be, do not call lists and will comply with all changes and revisions to such rules. In addition, Seller shall utilize an independent third-party verification company to verify all telemarketing orders for service; and (i) Seller shall provide Purchaser with proofs of previous, current and ongoing compliance with both Federal and State USF contributions which includes copying Purchaser on all Form 499 A’s and Q’s that are filed by Seller.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Purchased Collateral from the Seller and on any Purchase Date (including the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); andday; (iib) (i) in the case of the initial Purchase Date, the Seller shall have delivered to the Intermediate Buyer, prior to the initial Purchase Date, a Schedule I that is true, accurate and complete in all respects as of the initial Cut–Off Date, and (ii) in the case of any subsequent Purchase Date, the Seller and shall have delivered to the Buyer Buyer, prior to the applicable subsequent Purchase Date, a duly executed and completed Loan List Sale Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut–Off Date; (c) on and as of such Purchase Date, which list the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or Unmatured Termination Event; (e) the Termination Date shall not have occurred; (f) Intentionally Omitted; (g) no Applicable Law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; (h) prior to the Closing Date, the Buyer and the Administrative Agent shall be in receipt of UCC, tax and judgment lien searches of Seller; (i) prior to the Closing Date, the Buyer and the Administrative Agent shall be in receipt of UCC financing statements per paragraph (d) of Appendix A; (j) prior to the Closing Date, the Buyer and the Administrative Agent shall be in receipt of opinions of counsel satisfactory to such Persons; (k) prior to the Closing Date, all limited liability company and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of limited liability company proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Buyer may reasonably have requested; (l) the Seller shall have paid all fees required to be paid by it on the Closing Date, and shall have reimbursed the Buyer and its assignees for all fees, costs and expenses of such date incorporated into closing the transactions contemplated hereunder and made under the other Transaction Documents; (m) [intentionally omitted]; and (n) with respect to an Acquired Loan intended to be included as a part of this Agreement the Purchased Collateral, the Buyer and an assignment substantially in the form Administrative Agent shall have received a satisfactory opinion of Exhibit A hereto, as applicablecounsel.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Initial Purchase and each Incremental Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following further conditions precedent that: (a) with respect to any such Purchase (other than the Initial Purchase) prior to the date of such Purchase, (i) all representations and warranties the Servicer shall have delivered to the Purchaser (A) a completed Asset Report, in form and substance reasonably satisfactory to the Purchaser, substantially in the form of the Seller contained Asset Report referred to in Sections 4.01 Schedule I with respect to the Initial Purchase, dated within five (5) Business Days prior to the date of such Incremental Purchase and 4.02 containing such additional information as may be reasonably requested by the Purchaser, and (B) a Subsequent List of Receivables relating to such Incremental Purchase, and (c) executed Assignments (under both the Intermediate Seller contained in Sections 4.03 Sale and 4.04, as applicable, shall be true Contribution Agreement and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date)this Agreement) relating thereto; and (ii) the Seller Receivables File with respect to such Asset Pool Portion being purchased shall have been delivered into the custody of the Purchaser (or arrangements for custody thereof otherwise satisfactory to the Intermediate Seller and Purchaser shall have been implemented); and (iii) all actions or additional actions necessary, in the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as reasonable judgment of the Closing DatePurchaser, which lists are made to obtain an absolute ownership interest in favor of the Purchaser in the Asset Pool Portion being purchased shall have been taken (and Purchaser may in its discretion require, as a part condition to such determination, the delivery of this Agreement.an Opinion of Counsel to such effect); (b) The obligation on the date of such Purchase the Intermediate Seller to purchase the Collateral from following statements shall be true and the Seller and by accepting the obligation amount of the Buyer to purchase the Collateral from the Intermediate Seller on any such Purchase Date after the Closing Date shall be subject deemed to the satisfaction of the following conditions precedent have certified that: (i) all the representations and warranties (A) of the Seller contained in Sections 4.01 5.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be 5.2 are true and correct in all material respects on and as of such date day as though made on and as of such date date, (ii) no event has occurred and shall be deemed to have been made is continuing, or would result from such Purchase which constitutes an Event of Termination, (iii) on and as of such date day, after giving effect to such Purchase, the Capital Payout will not exceed the Purchase Limit, and the outstanding Capital will not exceed the Capital Limit, and (unless stated to relate solely to an earlier date, in which case such representations iv) on and warranties shall be true and correct in all material respects as of such earlier date)day, the Seller and the Servicer each has performed all of the agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (c) no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities of the Purchaser contemplated by this Agreement; (d) (i) no event has occurred under the Warehouse Facility that would relieve Hellxx Xxxancial, Inc. from making advances under the Warehouse Facility and (ii) no Increased Cost Event shall have occurred and be continuing; (e) the Deed Custodian shall have received with respect to Receivables either an original note/instrument and related Allonge or the original conditional sales contract; (f) the Deed Custodian shall have received either a Master Deed or Deeds relating to the Intervals if the related Receivable is a conditional sales contract; (g) in the event the condition requiring the application of the Interest Rate Environment Modifier exists, the Purchaser and Seller shall have agreed to the Interest Rate Environment Modifier; and (iih) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.Purchaser may reasonably request. ARTICLE V

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, contribution hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase or contribution, the Seller shall have delivered to the Intermediate Seller and Purchaser, if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete the Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than thirty-one (31) days prior to the Closing Datedate of such Purchase or contribution, which lists are made a part of this Agreement.and such additional information concerning the Receivables as may reasonably be requested by the Purchaser; (b) The obligation on or prior to the date of such Purchase or contribution, the Intermediate Seller Servicer shall have delivered to purchase the Collateral from Purchaser, in form and substance satisfactory to the Purchaser, a completed Servicer Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) on or prior to the date of such Purchase, the Seller shall have marked its master data processing records with a legend, acceptable to the Purchaser, stating that the Seller’s Receivables, together with the Related Security and Collections with respect thereto, have been sold or transferred in accordance with this Agreement; (d) on the date of such Purchase or contribution the following statements shall be true (and the obligation of Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, or by making such contribution, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all the representations and warranties (A) of made by the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase or contribution as though made on and as of such date date, (ii) no event has occurred and is continuing, or would result from such Purchase or contribution, that constitutes an Event of Termination or an Incipient Event of Termination, and (iii) the Purchaser shall be deemed not have delivered to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties the Seller a notice that the Purchaser shall be true and correct in all material respects as of such earlier date)not make any further Purchases or accept any further contributions hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such Purchase; (iv) The earlier date)of (i) the end of the Reinvestment Period and (ii) the Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Checklist of any of the Eligible Loans or Portfolio Assets related thereto being acquired by the Purchaser within two (2) Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole discretion, of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loans identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. (a) The obligation Each purchase under this Agreement is subject to the condition precedent that the agreement of the Intermediate Seller to purchase the Collateral from the Seller sell Receivables, and the obligation agreement of the Buyer to purchase Receivables, shall not have terminated under the Collateral from the Intermediate Sellerterms of this Agreement, in each case on the Closing Date, and shall be subject further to the satisfaction of the following conditions precedent that: 5.2.1 In the case of each purchase, Seller shall have delivered to Buyer prior to such purchase (i) all representations and warranties (A) of Receivables Invoices with respect to the Seller contained in Sections 4.01 and 4.02 immediately preceding calendar month and (Bii) an Offer Notice, together with such additional information as may be reasonably requested by Buyer; 5.2.2 Seller shall have delivered acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Intermediate Purchased Receivables previously granted by Seller; 5.2.3 Seller contained in Sections 4.03 shall have delivered to Buyer any and 4.04all financial statements of Seller required under this Agreement or reasonably requested by Buyer; 5.2.4 Prior to the sale of any Receivables hereunder, Seller shall (i) execute all other agreements, instruments, notices, forms and documents and shall perform all further acts which Buyer may require with respect to the Purchased Receivables to ensure compliance with the Assignment of Claims Act and all applicable regulations issued pursuant thereto, or a commercial assignment, as applicable (ii) cause to be filed or submitted with the Government any and all agreements, instruments, notices, forms and documents required pursuant to the Assignment of Claims Act and all applicable regulations issued pursuant thereto, as applicable, and (iii) have received, prior to the sale of any Purchased Receivables under this Agreement, any and all necessary and applicable approvals and consents from the Government pursuant to Assignment of Claims Act and all applicable regulations issued pursuant thereto, as applicable; 5.2.5 Since September 30, 2015, no event or events shall have occurred which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 5.2.6 No Event of Default or shall have occurred and be continuing or be imminent or pending or result from the purchase of the Purchased Receivables; 5.2.7 Buyer shall have received any information reasonably requested by it under or in connection with the USA Patriot Act; 5.2.8 Buyer shall have completed any due diligence or shall have received and be satisfied in its sole discretion with any and all confirmations related to Seller as an Eligible Contractor or the Receivables as Eligible Receivables; 5.2.9 Buyer shall have completed and be satisfied in its sole discretion of any and all due diligence performed by Buyer relating to Seller, the Receivables or any transactions contemplated herein, and Buyer shall have approved the invoice relating to, and be satisfied with, the Initial Purchase Price being paid by Buyer for each Purchased Receivables sold under this Agreement; 5.2.10 The representations and warranties contained herein are true and correct in all material respects on and as the Closing Date of such day as though made on and as of such day and shall be deemed to have been made on such day (unless except that any such representation or warranty that is expressly stated to relate solely to an as being made only as of a specified earlier date, in which case such representations and warranties date shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of If requested by the Seller contained Agent in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04connection with such Purchase, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered entered into an Interest Rate Hedge with respect to the Intermediate Seller and Receivables which are the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as subject of the Closing Date, which lists are made a part of this Agreement.such Purchase; (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, Section 8.01 shall be true and correct in all material respects on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such other than the representations and warranties stated to be correct on or as of a date certain, which shall have been correct on such date certain); (c) No event has occurred and is continuing, or would result from such purchase, that constitutes a Termination Event or an Incipient Termination Event; (d) The Agent shall have received the Purchase Request for such Purchase in accordance with Section 2.02, together with all items required to be delivered in connection therewith; (e) The Facility Termination Date shall not have occurred; (f) The Agent shall have received a Trust Receipt, in form and substance satisfactory to the Agent, in respect of each Receivable File related to such Purchase; (g) The amount on deposit in the Reserve Account shall be true equal to the Aggregate Required Reserve Amount (after giving effect to such Purchase); (h) The Seller's Tangible Net Worth shall not be less than $50,000; (i) The Agent shall have received a duly executed Transfer Certificate, in form and correct in all material respects as of such earlier date)substance satisfactory to the Agent, with respect to the Receivable Interests to be Purchased on the requested Purchase Date; and (iij) the Seller The Agent shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is truereceived such other approvals, accurate and complete in all respects opinions or documents as it may request. Acceptance of the related proceeds of each Purchase Date, which list shall be as of such date incorporated into deemed a representation and made a part of warranty that the conditions set forth in this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableSection 7.02 have been fulfilled.

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Purchased Collateral from the Seller and on any Purchase Date (including the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing initial Purchase Date, ) shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); andday; (iib) (i) in the case of the initial Purchase Date, the Seller shall have delivered to the Intermediate Buyer, prior to the Closing Date, a Schedule I that is true, accurate and complete in all respects as of the initial Cut–Off Date, and (ii) in the case of any subsequent Purchase Date, the Seller and shall have delivered to the Buyer Buyer, prior to the applicable subsequent Purchase Date, a duly executed and completed Loan List Sale Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut–Off Date; (c) on and as of such Purchase Date, which list the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or Unmatured Termination Event; (e) the Termination Date shall not have occurred; (f) the Facility Termination Date shall not have occurred; (g) no Applicable Law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; (h) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC, tax and judgment lien searches of Seller; (i) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of UCC financing statements per paragraph (iv) of Appendix A; (j) the Buyer, the Administrative Agent and the Purchaser Agents shall be in receipt of opinions of counsel satisfactory to such Persons; (k) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Buyer, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as the Buyer may reasonably have requested; (l) the Seller shall have paid all fees required to be paid by it on the Closing Date, and shall have reimbursed the Buyer and its assignees for all fees, costs and expenses of such date incorporated into closing the transactions contemplated hereunder and made under the other Transaction Documents; (m) prior to the Closing Date, the Buyer, the Administrative Agent and each Purchaser Agent shall have received satisfactory evidence that the Seller’s total initial capital commitment is in place; and (n) with respect to an Acquired Asset intended to be included as a part of this Agreement the Purchased Collateral, the Buyer, the Administrative Agent and an assignment substantially in the form each Purchaser Agent shall have received a satisfactory opinion of Exhibit A hereto, as applicablecounsel.

Conditions Precedent to All Purchases. Each Purchase (aincluding, without limitation, the Initial Purchase and any purchase described in Section 3.02) The obligation of by the Intermediate Seller to purchase the Collateral Purchasers from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction further conditions precedent that on the date of each Purchase, each of the following conditions precedent thatshall be true and correct both before and after giving effect to such Purchase: (i) all representations and warranties (AEach Managing Agent shall have received from the Servicer the Investor Report most recently required to be delivered pursuant to Section 5.04(b)(v) of and, during a Level 2 Ratings Downgrade Period, the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated Weekly Report most recenxxx xxxxxxxx xx xx xxxxxxred pursuant to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier dateSection 5.04(b)(vi); and. (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and Article IV are correct in all material respects on and as of such date as though made on and as of such date (except for those representations and shall be deemed to have been warranties which are specifically made on and only as of such date (unless stated to relate solely to an earlier a different date, in which case such representations and warranties shall be true correct on and correct in all material respects as of the date made); (iii) No event has occurred and is continuing, or would result from such earlier date)Purchase which constitutes 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 (iiiv) With respect to Purchases requested to be made by a Conduit Purchaser the Seller related Managing Agent shall not have delivered to the Intermediate Seller a notice stating that such Conduit Purchaser shall not make any further Purchases hereunder. Each delivery of a Purchase Request to the Managing Agents, and the Buyer acceptance by the Seller of the Purchase Price with respect to any Purchase, shall constitute a duly completed Loan List that is truerepresentation and warranty by the Seller that, accurate and complete in all respects as of the related Purchase Date, which list shall be as date of such date incorporated into Purchase, both before and made a after giving effect thereto and the application of the proceeds thereof, each of the foregoing statements are true and correct. It is expressly understood that each Reinvestment Purchase, unless any applicable Managing Agent has notified the Seller, the Servicer and the Program Agent, in accordance with Section 2.02(c), that such Reinvestment Purchase shall not be made, shall occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of this Agreement any Person and an assignment substantially notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in the form respect of Exhibit A hereto, as applicablesuch Reinvestment Purchase.

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the applicable Seller shall have delivered to the Intermediate Seller and Purchaser, if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete such Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than thirty-one (31) days prior to the Closing Datedate of such Purchase, which lists are made a part of this Agreement.and such additional information concerning the Receivables as may reasonably be requested by the Purchaser; (b) The obligation on or prior to the date of such Purchase, the Intermediate Servicer shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Servicer Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) on or prior to the date of such Purchase, the applicable Seller shall have marked its master data processing records with a legend, acceptable to purchase the Collateral from Purchaser, stating that such Seller’s Receivables, together with the Seller Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase, the following statements shall be true (and the obligation of applicable Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all the representations and warranties (A) of the made by such Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (ii) no event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or an Incipient Event of Termination, and (iii) the Purchaser shall be deemed not have delivered to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties the Sellers a notice that the Purchaser shall be true and correct in all material respects as of such earlier date)not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.

Conditions Precedent to All Purchases. (a) The obligation Each purchase under this Agreement is subject to the condition precedent that the agreement of the Intermediate Seller to purchase the Collateral from the Seller sell Receivables, and the obligation agreement of the Buyer to purchase Receivables, shall not have terminated under the Collateral from the Intermediate Sellerterms of this Agreement, in each case on the Closing Date, and shall be subject further to the satisfaction of the following conditions precedent that: 6.2.1 In the case of each purchase, Seller shall have delivered to KBC prior to such purchase (i) all Receivables Invoices with respect to the immediately preceding calendar month and (ii) an Offer Notice, together with such additional information as may be reasonably requested by Buyer or KBC; 6.2.2 Seller shall have delivered acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Purchased Receivables previously granted by Seller; 6.2.3 Seller shall have delivered to Buyer any and all financial statements of Seller required under this Agreement or reasonably requested by Buyer; 6.2.4 Prior to the sale of any Receivables hereunder, Seller shall (i) execute all other agreements, instruments, notices, forms and documents and shall perform all further acts which Buyer may require with respect to the Purchased Receivables to ensure compliance with the Assignment of Claims Act, and all applicable regulations issued pursuant thereto, (ii) cause to be filed or submitted with the Government any and all agreements, instruments, notices, forms and documents required pursuant to the Assignment of Claims Act and all applicable regulations issued pursuant thereto, and (iii) have received, prior to the sale of any Purchased Receivables under this Agreement, any and all necessary and applicable approvals and consents from the Government pursuant to Assignment of Claims Act and all applicable regulations issued pursuant thereto; 6.2.5 Since September 30, 2008, no event or events shall have occurred which have had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 6.2.6 No Event of Default or shall have occurred and be continuing or be imminent or pending or result from the purchase of the Purchased Receivables; 6.2.7 Buyer shall have received any information reasonably requested by it under or in connection with the USA Patriot Act; 6.2.8 Buyer shall have completed any due diligence or shall have received and be satisfied in its sole discretion with any and all confirmations related to Seller as an Eligible Contractor or the Receivables as Eligible Receivables; 6.2.9 Buyer shall have completed and be satisfied in its sole discretion of any and all due diligence performed by Buyer relating to Seller, the Receivables or any transactions contemplated herein, and Buyer shall have approved the invoice relating to, and be satisfied with, the Initial Purchase Price being paid by Buyer for each Purchased Receivables sold under this Agreement; 6.2.10 Seller shall have been found to have met any and all requirements of the Underwriter’s annual review set forth in the Contractor Review Agreement. 6.2.11 The representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be herein are true and correct in all material respects on and as the Closing Date of such day as though made on and as of such day and shall be deemed to have been made on such day (unless except that any such representation or warranty that is expressly stated to relate solely to an as being made only as of a specified earlier date, in which case such representations and warranties date shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral Each Purchase from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following conditions precedent thatthat as of each Purchase Date: (ia) all representations No Event of Seller Default has occurred and warranties (A) of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 and (B) 4.2 of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); andthis Agreement; (iib) the The Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and Purchaser a complete in all respects as copy of each of the Closing Datethen current Carrier Agreements, which lists are made a part Clearinghouse Agreements and Billing and Collection Agreements and any amendment or modification of this Agreement.such agreements; (bc) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Purchaser a copy of each written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements; (d) The Termination Date shall not have occurred; (e) The Seller shall have taken such other action, including but not limited to any necessary audit or audit update of the Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as delivery of (i) an opinion of counsel prior to the related initial Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially Date in the form of Exhibit A heretoD hereto and (ii) such other approvals, opinions or documents to the Purchaser, as applicable.the Purchaser may reasonably request; and (f) The Seller shall have (i) timely filed all tax returns which Seller is required by law to file or has obtained valid extensions therefor and all taxes and other sums owing by Seller to any governmental authority have been fully paid or are being contested in good faith and adequately reserved for (with written notice thereof having been provided to the Purchaser), (ii) maintained adequate reserves to pay such tax liabilities as they accrue, and (iii) delivered to Purchaser satisfactory evidence that Seller

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the applicable Seller shall have delivered to the Intermediate Seller and Purchaser, if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete (i) such Seller’s General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser’s computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) The obligation with respect to any such Purchase, on or prior to the date of such Purchase, the Intermediate Collection Agent shall have delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to purchase Section 6.02(b) and containing such additional information as may reasonably be requested by the Collateral from Purchaser; (c) the applicable Seller shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, reasonably acceptable to the Purchaser and (prior to the RPA Final Payment Date) the Program Agent, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation of applicable Seller, by accepting the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date Price for such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:): (i) all the representations and warranties made by such Seller in Section 4.01 are (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04if such representation or warranty is not by its terms qualified by materiality, as applicable, shall be true and correct in all material respects on and as of the date of such Purchase or (B) if such representation or warranty is by its terms qualified by materiality, correct on and as of the date of such Purchase, in each case, as though made on and as of such date and (except that the representation contained in the second sentence of Section 4.01(f) shall be deemed to have been made only on the date of the initial Purchase hereunder); Table of Contents (ii) no event has occurred and as is continuing, or would result from such Purchase, that constitutes an Event of such date (unless stated to relate solely to Termination or an earlier date, in which case such representations and warranties shall be true and correct in all material respects as Incipient Event of such earlier date)Termination; and (iiiii) the Seller Purchaser shall not have delivered to the Intermediate Seller and Sellers a notice that the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list Purchaser shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablenot make any further Purchases hereunder.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct on and as of such Purchase Date in all material respects respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as the Closing Date of such date (unless stated to relate solely to an earlier date, other than any representation and warranty that is made as of a specific date in which case such representations and warranties representation or warranty shall be true and correct in all material respects as of such earlier specific date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.; (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) the Seller Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a “Schedule I” thereto that is true, accurate and complete in all material respects as of the related Purchase Date. (c) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicableany Lien (other than Permitted Liens).

Conditions Precedent to All Purchases. (a) The obligation obligations of the Intermediate Seller Buyer to purchase Purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (ia) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and; (iib) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto; (c) on and as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Buyer’s ownership interest in the Collateral Obligations have been duly filed; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default (unless such purchase would cure such Event of Default) and the Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; (f) no applicable law shall prohibit or enjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof; and (g) all corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Buyer and its assignees, and the Buyer shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings, approvals and opinions) relevant to the transactions herein contemplated as applicablethe Buyer may reasonably have requested.

Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller Purchase to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case take place on the Closing Date, initial Purchase Date and each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the same under the applicable Loan Agreement inure to the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders). (e) The Seller shall have received a copy of an assignment substantially Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and absolute discretion of the form Sale to the Purchaser of Exhibit A hereto, as applicablethe Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Purchase ------------------------------------- (aincluding the initial Capital Purchase and Lease Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and by the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Purchaser shall be subject to the satisfaction of the following further conditions precedent that: (a) on or prior to the date thereof, the Servicer shall have delivered (i) all representations to the Deal Agent, (1) a completed Purchase Request in accordance with Section 2.02, (2) a duly completed Asset Report for the most recently ended month, and warranties (A3) with respect to each Lease Purchase, evidence, in form and substance reasonably satisfactory to the Deal Agent, that the Seller has entered into Interest Rate Xxxxxx satisfying the terms of this Agreement and in a notional amount equal to the aggregate Outstanding Balance of the Seller contained in Sections 4.01 Eligible Assets subject to such Lease Purchase (together, for any Interest Rate Xxxxxx the counterparty of which is not FNBB, with an Interest Rate Hedge Assignment Acknowledgment duly executed by such counterparty and 4.02 concurrently delivered to the Deal Agent), and (Bii) with respect to each Lease Purchase, to the Collateral Custodian, the single original copy of each Lease under which the Intermediate Seller contained Assets to be included in Sections 4.03 such Purchase arose; (b) all amounts then due and 4.04payable under the Facility Documents have been paid (including, as applicablein connection with the initial Lease Purchase to made hereunder, the Up-Front Fee); (c) all Adverse Claims with respect to the Purchased Assets, Equipment Collateral and Related Security shall have been released; and (d) on the date of each Purchase the following statements shall be true and correct the Seller by accepting the amount for a Capital Purchase or by receiving the proceeds of reinvested Collections in all material respects on and as the Closing Date (unless stated consideration for a Purchase pursuant to relate solely to an earlier date, in which case such representations and warranties Section 2.06(d) shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall deemed to have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent certified that: (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are ------------ correct in all material respects on and as of such date day as though made on and as of such date and shall be deemed to have been 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 true and correct in all material respects as of such earlier date); and (ii) No event has occurred and is continuing, or would result from such Purchase which constitutes an Event of Termination or would constitute an Event of Termination but for the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List requirement that is true, accurate and complete in all respects as of the related Purchase Date, which list shall notice be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablegiven or time elapse or both.

Conditions Precedent to All Purchases. (a) The obligation of Each Purchase to take place on a Purchase Date on or after the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, Restatement Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) The following statements shall be true: (i) all The representations and warranties (A) of the Seller contained in Sections 4.01 4.1 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, 4.2 shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement. (b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that: (i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date Purchase Date in all material respects, before and after giving effect to the Purchase to take place on such Purchase Date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and shall be deemed to have been warranty that is made on and as of such date a specific date); (unless stated to relate solely to an earlier date, ii) The Seller is in which case such representations and warranties shall be true and correct compliance in all material respects as with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred or would result from such earlier date)Purchase; (iv) The Facility Maturity Date has not yet occurred; and (iiv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Seller making of any such Purchase by the Purchaser in accordance with the provisions hereof. (b) The Purchaser shall have delivered to the Intermediate Seller and the Buyer received a duly executed and completed First Tier Loan List Assignment along with a Schedule I that is true, accurate and complete in all respects as of the related Cut-Off Date. (c) The Seller shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, which list shall be as upon the Sale of such date incorporated into Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and made marketable title to (subject to Section 10.20) and a part valid and perfected ownership interest in such Sale Portfolio, free and clear of this any Xxxx, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and an assignment substantially the rights to enforce rights and remedies in respect of the form same under the applicable Loan Agreement inure to the benefit of Exhibit A hereto, as applicablethe holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).

Conditions Precedent to All Purchases. Each Purchase (aincluding the initial Purchase) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, hereunder shall be subject to the satisfaction of the following further conditions precedent that: (ia) all representations and warranties (A) of with respect to any such Purchase, on or prior to the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as date of such earlier date); and (ii) Purchase, the relevant Seller shall have delivered to the Intermediate Seller and Purchaser, (i) if requested by the Buyer duly completed Loan Lists that are truePurchaser, accurate and complete such Seller's General Trial Balance (which if in all respects magnetic tape or diskette format shall be compatible with the Purchaser's computer equipment) as of a date not more than 31 days prior to the Closing Datedate of such Purchase, which lists are made and (ii) a part of this Agreement.written report identifying, among other things, the Receivables to be included in such Purchase and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) The obligation relevant Seller shall have marked its master data processing records and, at the request of the Intermediate Seller Purchaser, each Contract giving rise to purchase Purchased Receivables and all other relevant records evidencing the Collateral from Receivables which are the Seller subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the obligation relevant Seller, by accepting the amount of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date such Purchase, shall be subject deemed to the satisfaction of the following conditions precedent have certified that:) (i) all The representations and warranties (A) of the Seller contained in Sections Section 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date date, (ii) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Termination or would constitute an Incipient Event of Termination and (iii) The Purchaser shall be deemed not have delivered to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties Seller a notice that the Purchaser shall be true and correct in all material respects as of such earlier date)not make any further Purchases hereunder; and (iie) the Seller Purchaser shall have delivered to received such other approvals, opinions or documents as the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicablePurchaser may reasonably request.