Common use of Conditions Precedent to All Purchases Clause in Contracts

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.

Conditions Precedent to All Purchases. Each Incremental The Buyer’s obligation to pay for any Purchase of an Investor Interest (including the initial Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent the Seller shall have delivered to the Managing Agents on or prior to Buyer such information concerning such Receivables as may reasonably be requested by the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b)Buyer; and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of the proceeds of Seller, by accepting the Purchase Price for such Incremental Purchase Purchase, shall be deemed a representation to have represented and warranty by Seller that such statements are then truewarranted that): (i) the The representations and warranties set forth contained in Section 5.1 4.01 are true and correct in all material respects on and as of the date of such Incremental Purchase most recent Reporting Date as though made on and as of such date; (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute constitutes a Potential Amortization Termination Event; and (iii) The “Termination Date” shall not have occurred under (and as defined in) the Aggregate Capital does not exceed Receivables Transfer Agreement. Notwithstanding the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood thatforegoing, unless otherwise directed specified by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuingthe Buyer (with a copy to the Administrative Agent) in a written notice to the Seller, each Reinvestment shall, Purchase from the Seller shall occur automatically on each day prior to the Termination Date, with the result that Servicer the title to all Receivables and the Related Property with respect thereto shall receive any Collections vest in the Buyer automatically on the date each such Receivable arises and without the requirement that any further action be taken on the part of any Person kind by the Buyer, the Seller or the Collection Agent, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding the failure of Seller to satisfy any delay in making payment of the foregoing conditions precedentPurchase Price for such Receivables (but without impairing the Buyer’s obligation to pay such Purchase Price in accordance with the terms hereof).

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurred; 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the amount by which the Aggregate Capital exceeds the result of (x) the Net Portfolio Balance, minus (y) the Required Reserve and (ciii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and (d) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Required Reserves, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Facility Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered with respect to the Managing Agents any such Purchase, on or prior to the date of such purchasePurchase, the Seller and the Purchaser shall have executed a fully completed Purchase Confirmation or other written report identifying, among other things, the list of Eligible Receivables to be included in form such Purchase, and substance satisfactory to such additional information concerning such Receivables as may reasonably be requested by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); Purchaser; (b) the Amortization Date Seller shall not have occurred; marked its records to indicate that the Sold Receivables, the Related Security and the Collections with respect thereto, have been sold in accordance with this Agreement; (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of the proceeds of Seller, by accepting the Cash Purchase Price and Deferred Purchase Price as consideration for such Incremental Purchase Purchase, shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that): (i) the representations and warranties set forth contained in Section 5.1 4.01 and the related Purchase Confirmation are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date;, (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute constitutes an Amortization Event, and no event has occurred and is continuing, Event of Termination or would result from an Incipient Event of Termination; (d) after giving effect to such Incremental Purchase, that would constitute a Potential Amortization Eventall Other Amounts owing to the Purchaser have been paid; (e) the Facility Termination Date shall not have occurred; (f) such Purchase (when aggregated with all other outstanding and concurrent Purchases hereunder by the Purchaser and all other outstanding and concurrent purchases under each other Transaction Document providing for the purchase of Receivables by the Purchaser from any Affiliate of the Seller) shall not cause the Facility Limit or any Obligor Limit to be exceeded; and (iiig) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Purchaser shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer opinions or documents as the Purchaser shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller have been reasonably required by a funding source to satisfy any of the foregoing conditions precedentrequest.

Conditions Precedent to All Purchases. Each Purchase (including the initial Incremental Purchase of an Investor Interest and each Reinvestment Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Administrative Agent and each Managing Agents on or prior Agent all Servicer Reports required to be delivered hereunder, each duly completed and containing information covering the date of such purchase, in form most recently ended reporting period for which information is required pursuant to Section 6.03 and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the The representations and warranties set forth contained in Sections 4.01 and 4.02 of this Agreement and Section 5.1 4.01 of the Originator Purchase Agreement are true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty must be true and correct in all respects, subject only to the materiality or Material Adverse Effect qualification set forth therein) on and as of the date of such Incremental Purchase as though made on and as of such date;, and (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute constitutes a Termination Event or an Amortization Incipient Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) In the Aggregate Capital does not exceed case of any Purchase by a Conduit Purchaser, the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any applicable Managing Agent or any Investor or shall not have given the Seller notice (with a copy to the Administrative Agent) that such Conduit Purchaser has terminated the Reinvestment Purchases hereunder (unless an Amortization Event such notice has been revoked by such Managing Agent), and (iv) Medco shall have occurred and be continuingsold or contributed to the Seller, each Reinvestment shallpursuant to the Originator Purchase Agreement, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part all outstanding Receivables as of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.such date; and

Conditions Precedent to All Purchases. Each Incremental The Buyer's obligation to pay for any Purchase of an Investor Interest (including the initial Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent each Seller shall have delivered to the Managing Agents on or prior to Buyer such information concerning such Receivables as may reasonably be requested by the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b)Buyer; and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of each Seller, by accepting the proceeds of Purchase Price for such Incremental Purchase Purchase, shall be deemed a representation to have represented and warranty by Seller that such statements are then truewarranted that): (i) the The representations and warranties set forth contained in Section 5.1 4.01 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such datedate (except that the representations and warranties set forth in Sections 4.01(e), (f) and (s)(i) shall be required to be true and correct only as of the Closing Date and each Reporting Date); (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute constitutes a Termination Event or an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Involuntary Bankruptcy Event; and (iii) The "Termination Date" shall not have occurred under (and as defined in) the Aggregate Capital does not exceed Receivables Loan Agreement. Notwithstanding the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood thatforegoing, unless otherwise directed specified by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuingthe Buyer (with a copy to the Administrative Agent) in a written notice to the Seller Agent, each Reinvestment shall, Purchase from a Seller shall occur automatically on each day prior to the Termination Date for such Seller, with the result that Servicer the title to all Receivables and the Related Property with respect thereto shall receive any Collections vest in the Buyer automatically on the date each such Receivable arises and without the requirement that any further action be taken on the part of any Person kind by the Buyer, any Seller, the Seller Agent or the Collection Agent, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding the failure of Seller to satisfy any delay in making payment of the foregoing conditions precedentPurchase Price for such Receivables (but without impairing the Buyer's obligation to pay such Purchase Price in accordance with the terms hereof).

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Managing Agents Administrative Agent and the Purchasers on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Settlement Reports as and when due under Section 8.5 6.6 and all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and the Beneficial Ownership Rule upon request by the Administrative Agent or Section 8.6(b)any Purchaser; (b) the Amortization Facility Termination Date shall not have occurred; and , (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request, it being understood that no such opinions shall be requested unless there has been a change in law or circumstance and (d) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 Article III are true and correct in all material respects on and as of the date Purchase Date of such Incremental Purchase as though made on and as of such date, except that (i) such representations and warranties expressly qualified by materiality or Material Adverse Effect shall be true and correct and (ii) such representations and warranties that relate to an earlier date shall remain true and correct in all material respects (or if already qualified by materiality or Material Adverse Effect shall remain true and correct) as of such earlier date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, Event or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent no Investment Excess exists or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentwill result from such Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered with respect to the Managing Agents any such Purchase, on or prior to the date of such purchasePurchase, the relevant Seller shall have delivered to the Purchaser, (i) 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 Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Managing AgentsPurchaser, all Periodic Reports 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 and when due under Section 8.5 or Section 8.6(b); (b) may reasonably be requested by the Amortization Date shall not have occurred; and Purchaser; (c) The relevant Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased 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, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of the proceeds relevant Seller, by accepting the amount of such Incremental Purchase Purchase, shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that): (i) the The representations and warranties set forth contained in Section 5.1 4.01 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitutes an Event of Termination or would constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; Incipient Event of Termination and (iii) The Purchaser shall not have delivered to such Seller a notice that the Aggregate Capital does Purchaser shall not exceed make any further Purchases hereunder; and (e) the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Purchaser shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without opinions or documents as the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentPurchaser may reasonably request.

Conditions Precedent to All Purchases. Each Incremental No Purchaser shall be obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of the date thereof: (a) any representation or warranty of MRFC or any Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect as of such date, either before or after giving effect to the Purchase of an Investor Interest shall be subject Purchaser In terests on such date and to the further conditions precedent that application of the proceeds therefrom (and, in the case of each any such purchase: representation or warranty in a Related Document other than this Agreement or the Purchase Agreement, after giving effect to any applicable grace period that may be expressly provided with respect to such representation or warranty in such other Related Document), except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Transfer Agreement; (ab) Servicer or Computation Agent any event shall have delivered occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes a Potential Termination Event, a Termination Event, a Potential Servicer Termination Event or an Event of Servicer Termination; (c) the Facility Termination Date shall have occurred; (d) either before or after giving effect to such Purchase and to the Managing Agents on or prior application of the proceeds therefrom, a Purchase Excess would exist; (e) the Purchaser Interests sold hereunder would, after giving effect to the date of such purchase, in form and substance satisfactory exceed 100%; (f) with respect to the Managing Agentsa Purchase Date, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date MRFC shall not have occurred; delivered a Purchase Request or an Investment Base Certificate with respect to such Purchase Date in accordance with Section 2.03(a). The delivery by MRFC of a Purchase Request with respect to an increase in Capital Investment and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance by MRFC of the proceeds of funds from such Incremental Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by Seller MRFC that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall 3.02 have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen satisfied.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing Agents, Agent and each Purchaser all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Amortization Facility Termination Date shall not have occurred; (c) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser 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 and (ce) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It is expressly understood thatAggregate Capital, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred plus (ii) the Credit Enhancement, in each case, both immediately before and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller after giving effect to satisfy any of the foregoing conditions precedentsuch Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)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 Amortization 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 and (ce) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It is expressly understood thatAggregate Capital, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred plus (ii) the Credit Enhancement, in each case, both immediately before and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller after giving effect to satisfy any of the foregoing conditions precedentsuch Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)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 Amortization 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 on or prior to such date of Purchase and (cf) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It is expressly understood thatAggregate Capital, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred plus (ii) the Credit Enhancement, in each case, both immediately before and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller after giving effect to satisfy any of the foregoing conditions precedentsuch Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurredreceived 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the 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 737938467 18589498 (cd) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Required Reserves, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Facility Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurred; 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the amount by which the Aggregate Capital exceeds the result of (x) the Net Portfolio Balance, minus (y) the Required Reserve and (ciii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and (d) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; ; 25 RECEIVABLES PURCHASE AGREEMENT (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.;

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation the Collection Agent shall have delivered to the Managing Agents Administrative Agent and the Purchasers on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Settlement Reports as and when due under Section 8.5 or Section 8.6(b)6.5; (b) the Amortization Facility Termination Date shall not have occurred; and (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 Article III are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain 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 Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, Event or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent no Investment Excess exists or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentwill result from such Purchase.

Conditions Precedent to All Purchases. Each Incremental The Purchaser shall not be obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of the date thereof: A. M.Castle & Co. et al. and Castle SPFD, LLC, Receivables Purchase and Servicing Agreement (a) any representation or warranty of the Seller, any Servicer or the Independent Member contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of an Investor Interest shall be subject Purchaser Interests on such date and to the further conditions precedent application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes (i) a Termination Event or an Event of Servicer Termination, or (ii) except in the case of each Reinvestment Purchases, an Incipient Servicer Termination Event or an Incipient Termination Event; (c) the Seller or any Servicer is not in compliance with any of its covenants or other agreements set forth herein; (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests sold hereunder would, after giving effect to such purchase: , exceed 100%; (ag) Servicer any of the Seller Parties shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Administrative Agent (on behalf of the Purchaser), as the Purchaser or Computation the Administrative Agent may reasonably request; (h) the Administrative Agent has not received any of the Monthly Reports and Investment Base Certificates in accordance with Section 2.03 or any of the Financial Statements, notices or other information in accordance with Section 5.02; (i) the aggregate Outstanding Balance of Transferred Receivables exceeds $85,000,000; or (j) the Administrative Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Managing Agents on or prior to Seller of a Capital Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of funds from such Incremental Capital Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true):the conditions in this Section 3.02 have been satisfied. (i) the representations A. M. Castle & Xx.xx al. and warranties set forth in Section 5.1 are true Castle SPFD, LLC, Receivables Purchase and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.servicing Agreement

Conditions Precedent to All Purchases. Each Incremental The Buyer’s obligation to accept and pay for any Purchase of (including the initial Purchase) from an Investor Interest Originator hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date representation and warranties of such purchase, Originator contained in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements 4.01 shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of such date, except to the extent any such representation or warranty is expressly made only as of another date of such Incremental Purchase as though made (in which case it shall be true and correct in all material respects on and as of such other date); (iib) the Termination Date shall not have occurred; (c) no event has occurred and voluntary or involuntary case or proceeding is continuing, or would result pending against such Originator under the U.S. Bankruptcy Code; (d) the Buyer shall have received (after giving effect to Section 2.02(c)(i)) payment in full of all amounts for which payment is due from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization EventOriginator pursuant to this Agreement; and (iiie) such Originator shall have delivered to the Aggregate Capital does not exceed Buyer such information concerning such Receivable Assets as may reasonably be requested by the Program Limit and Buyer. Notwithstanding the aggregate of the Investor Interests does not exceed 100%. It is expressly understood thatforegoing, unless otherwise directed by any Managing Agent on or any Investor or unless an Amortization Event prior to such date the Buyer shall have occurred and be continuingspecifically instruct such Originator in writing (with a copy to each Administrative Agent) to the contrary, each Reinvestment shall, Purchase from such Originator shall occur automatically on each day prior to the Termination Date, with the result that Servicer the title to all Receivable Assets with respect thereto shall receive any Collections vest in the Buyer automatically on the date each such Receivable Assets arise and without the requirement that any further action be taken on the part of any Person kind by the Buyer, such Originator, the Originator Agent or the Collection Agent, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any delay in making payment of the Purchase Price for such Receivable Assets (but without impairing the Buyer’s obligation to pay such Purchase Price in accordance with the terms hereof). The Buyer agrees that such instruction may only be sent upon the failure of Seller to satisfy any one of the foregoing conditions precedentset forth in this Section 3.02.

Conditions Precedent to All Purchases. Each Purchase (including the initial Incremental Purchase of an Investor Interest and each Reinvestment Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Administrative Agent and each Managing Agents on or prior Agent all Servicer Reports required to be delivered hereunder, each duly completed and containing information covering the date of such purchase, in form most recently ended reporting period for which information is required pursuant to Section 6.03 and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the The representations and warranties set forth contained in Sections 4.01 and 4.02 of this Agreement and Section 5.1 4.01 of the Originator Purchase Agreement are true and correct in all material respects (except that, to the extent any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty must be true and correct in all respects, subject only to the materiality or Material Adverse Effect qualification set forth therein) on and as of the date of such Incremental Purchase as though made on and as of such date;, and (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute constitutes a Termination Event or an Amortization Incipient Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest from the Seller by the Purchaser shall be subject to the further conditions precedent that in the case as of each such purchase: Purchase Date: (a) Servicer or Computation Agent No Event of Seller Default has occurred and the Seller is in compliance with each of its covenants and representations set forth in Sections 4.1 and 4.2 of this Agreement; (b) The Seller shall have delivered to the Managing Agents on or prior Purchaser a complete copy of each of the then current Billing and Collection Agreements, to the date extent applicable with respect to any Receivable, and any amendment or modification of such purchaseagreements; (c) Unless otherwise approved by Purchaser in writing, in form the Seller shall have (i) (A) successfully converted to parallel operations under Seller's existing accounts receivable operating system and substance satisfactory a Year 2000 Compliant operating system, or (B) successfully completed the conversion of its accounts receivable operating system to Solomon, and (ii) upon completion of such conversion to Solomon, to occur no later than November 30, 1999, delivered to the Managing AgentsPurchaser satisfactory evidence that Solomon is compliant with Section 4.1(l) of this Agreement; (d) Seller shall have delivered to the Purchaser documentation evidencing the following as the same pertains to WITECH: (i) conversion of $1,000,000 note to equity, all Periodic Reports as (ii) execution of $1,000,000 revolving note payable December, 2001, (iii) execution of a $1,000,000 thirty-six month term loan, and when due (iv) full release of any right, title and interest WITECH may have in, to and under Section 8.5 or Section 8.6(b); any Receivable of the Seller and the subordination of any right, title and interest WITECH may have in, to and under the Customer Base of the Seller in favor of a senior interest therein granted by Seller to Purchaser under this Agreement; (be) the Amortization The Termination Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iiif) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event The Seller shall have occurred and be continuingtaken such other action, each Reinvestment shallincluding but not limited to the delivery of an opinion of counsel prior to the initial Purchase Date in the form of Exhibit D hereto, occur automatically on each day that Servicer shall receive any Collections without or delivered such other approvals, opinions or documents to the requirement that any further action be taken on Purchaser, as the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentPurchaser may reasonably request.

Conditions Precedent to All Purchases. Each Incremental The Purchasers shall not be obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: date thereof: (a) any representation or warranty of the Seller, the Servicer or Computation the Independent Member contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect as of such date, either before or after giving effect to the Purchase of Purchaser Interests on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests 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 or the Servicer is not in compliance with any of its covenants or other agreements set forth herein, including, without limitation, the delivery of Monthly Reports and Investment Base Certificates. (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) any of the Seller Parties shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Agent (on behalf of the Purchasers), as any Purchaser or the Agent may reasonably request; or (g) the Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect The delivery by the Managing Agents on or prior to Seller of a Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of funds from such Incremental Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall 3.02 have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen satisfied.

Conditions Precedent to All Purchases. Each Incremental The obligations of the Buyer to Purchase of an Investor Interest the Transferred Assets from the Seller on any Purchase Date (including the initial Purchase Date) shall be subject to the further satisfaction of the following conditions precedent that in the case of each such purchase: precedent: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth of the Seller contained in Section 5.1 are Sections 4.1 and 4.2 shall be true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be made true and correct in all respects) on and as of the date of such Incremental Purchase Date as though made on and as of such Purchase Date and shall be deemed to have been made on and as of such Purchase Date (other than any representation and warranty that is expressly made as of another specific date which were true and correct in all material respects as of such other specific date); (iib) the Seller shall have delivered to the Buyer a Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) no event has occurred and is continuing, continuing or would result from such Incremental PurchasePurchase or from the application of proceeds thereof, that will constitute an Amortization Eventconstitutes a Default (other than any existing Borrowing Base Deficiency that is reduced to the extent permitted under Section 2.14 of the Loan and Security Agreement) or Event of Default; (d) no Applicable Law shall prohibit or enjoin, and no event has occurred and is continuingorder, judgment or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part decree of any Person and notwithstanding federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the failure making of Seller to satisfy any of such Purchase by the foregoing conditions precedentBuyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest to take place on a Purchase Date on or after the Closing Date hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the The following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):: (i) the The representations and warranties set forth of the Seller contained in Section 5.1 are true Sections 4.1 and 4.2 shall be true, complete and correct in all material respects on and as of such Purchase Date in all material respects, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such Incremental Purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date); (ii) no The Seller is in compliance in all material respects with each of its covenants and other agreements set forth herein; (iii) No Seller Termination Event (or event has which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event; (iv) The Facility Maturity Date has not yet occurred; (v) No Applicable Law shall prohibit or enjoin, and no event has occurred and is continuingorder, judgment or would result from decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Incremental Purchase, that would constitute a Potential Amortization EventPurchase by the Purchaser in accordance with the provisions hereof; and (iiivi) No Liens (other than Permitted Liens) exist in respect of Taxes which are prior to the Aggregate Capital does not exceed Lien of the Program Limit 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 Assignment along with a Schedule I that is true, complete and correct 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 each item required to be contained in the Required Loan Documents and the aggregate Loan Asset Checklist of any of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed Loan Assets or Portfolio Assets related thereto being acquired by any Managing Agent or any Investor or unless an Amortization Event the Purchaser within five Business Days of the related Purchase Date. (d) The Seller shall have occurred 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, upon the Sale of such Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and be continuingmarketable title to and a valid and perfected ownership interest in such Sale Portfolio, as lender of record of each Reinvestment shallLoan Asset included in such Sale Portfolio, occur automatically free and clear of any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction on each day that Servicer shall receive any Collections without transferability, the requirement applicable Loan Agreement provides that any further action 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). The Seller shall have caused to be made, taken on the part of or performed all filings (including without limitation UCC filings) required to be made by any Person and notwithstanding all actions required to be taken or performed by any Person in any jurisdiction to give the failure of Seller to satisfy any Collateral Agent, for the benefit of the foregoing conditions precedentSecured Parties, a first priority perfected security interest in such Eligible Loan Assets and the Portfolio Assets related thereto (subject only to 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 absolute discretion of the Sale to the Purchaser of the Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation the Collection Agent shall have delivered prepared and forwarded to the Managing Agents Agent, for each Purchaser and each Bank, on or prior to the date 18th day of each Fiscal Month, a Seller Report related to each Receivable Interest owned by such purchase, in form Purchaser or Bank as of the close of business of the Seller on the last day of the preceding Fiscal Month and substance satisfactory to containing such additional information as may be reasonably requested by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); Agent; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase the following statements shall be true, except that the statements in clauses (iii) and (iv) below are required to be true only if such Purchase is by a Purchaser (and acceptance the Seller by accepting a payment of the proceeds of such Incremental Purchase Price shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that): (i) the The representations and warranties set forth contained in Section 5.1 4.01 of this Agreement are true and correct in all material respects on and as of the such date of such Incremental Purchase as though made on and as of such date;, (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, which constitutes an Event of Termination or Incipient Event of Termination, (iii) On such date, all of the Seller's long-term public senior debt securities are rated at least BBB- by Standard & Poor's Ratings Services or Baa3 by Xxxxx'x Investors Service, Inc., and (iv) The Agent shall not have given the Seller at least one Business Day's notice that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Eventthe Purchasers have terminated new Purchases of Receivable Interests; and (iiic) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without opinions or documents as the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentAgent may reasonably request.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)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 Amortization 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 on or prior to such date of Purchase and (cf) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and742515825 10446458 (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It Aggregate Capital, plus (ii) the Credit Enhancement, in each case, both immediately before and after giving effect to such Purchase; and (iv) the amount on deposit in the Reserve Account is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without at least equal to the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentReserve Account Required Amount.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest No Purchaser shall be subject obligated to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents purchase Purchaser Interests hereunder on or prior to the date of such purchaseany Purchase Date if, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date thereof: (a) any representation or warranty of such Incremental Purchase as though made on and the Seller or any Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of Purchaser Interests on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (iib) no any event has occurred and is continuingshall have occurred, or would result from the Purchase of Purchaser Interests on such Incremental PurchasePurchase Date or from the application of the proceeds therefrom, that will constitute constitutes an Amortization Incipient Termination Event, and no event has occurred and is continuinga Termination Event, an Incipient Servicer Termination Event, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; andan Event of Servicer Termination; (iiic) the Aggregate Capital does Seller shall have failed to timely deliver an Investment Base Certificate as most recently required pursuant Section 2.03(a) or (b) hereof, or the Seller shall otherwise not exceed be in compliance with any of its covenants or other agreements set forth herein; (d) the Program Limit Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the aggregate application of the Investor proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests does not sold hereunder would, after giving effect to such purchase, exceed 100%. It ; (g) any Originator, the Seller or any Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchasers and the Administrative Agent, (i) as any Purchaser or the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; or (h) the Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect; provided, that if an involuntary bankruptcy proceeding is expressly understood thatfiled against any Originator and such proceeding has not been dismissed, unless otherwise directed by the Purchasers shall cease to purchase Purchaser Interests hereunder and the Seller shall cease to purchase Receivables under the Sale and Contribution Agreement; provided, further, that the Purchasers may resume purchasing Purchaser Interests hereunder and the Seller may resume purchasing Transferred Receivables under the Sale and Contribution Agreement if, within ten days after any Managing such filing, (i) the applicable Originator, the Seller, the Administrative Agent or any Investor or unless an Amortization Event Purchaser shall have occurred obtained an order from the court conducting such involuntary bankruptcy proceeding (A) authorizing the Originator to continue to make the transfers of Transferred Receivables under the Sale and Contribution Agreement and (B) confirming that such sales, and any security interest related thereto, will not be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any voidable as a postpetition transaction under Section 549 of the foregoing conditions precedentBankruptcy Code or in any other similar proceedings and (ii) counsel to the applicable Originator and to the Seller shall have reaffirmed the conclusions of the true sale and nonconsolidation opinions delivered pursuant to Section 3.01(a) of the Purchase Agreement, which reaffirmation shall be reasonably acceptable to the Administrative Agent and the Purchasers.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent On the related Purchase Date, the Sponsor shall have delivered to certified in the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental related Purchase shall be deemed a representation and warranty by Seller that such statements are then true):Assignment that: (i) the representations and warranties of the Sponsor, and, to the best of its knowledge, the [Master Administrator], the [Master Servicer] and the Servicer set forth in Section 5.1 Sections 3.01, 3.02, 4.03 and 5.04 are true and correct in all material respects on and as of the date of such Incremental Purchase date, before and after giving effect to such Purchase, as though made on and as of such date; (ii) to the best of its knowledge, no event has occurred and is continuingoccurred, or would result from such Incremental PurchasePurchase or from the application of the proceeds therefrom, that will which constitutes an Event of Default or would constitute an Amortization Event, and no event has occurred and is continuing, Event of Default but for the requirement that notice be given or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; andtime elapse or both; (iii) the Aggregate Capital does not exceed Sponsor is in compliance with each of its covenants set forth herein; (iv) to the Program Limit and the aggregate best of the Investor Interests does not exceed 100%. It is expressly understood thatits knowledge, unless otherwise directed by any Managing Agent no event has occurred which constitutes an Event of Master Servicing Termination or any Investor or unless would constitute an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without of Master Servicing Termination but for the requirement that any further action notice be taken given or time elapse or both; (v) to the best of its knowledge, no event has occurred which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both; (vi) no event has occurred which constitutes an Event of Administrator Termination or would constitute an Event of Administrator Termination but for the requirement that notice be given or time elapse or both; (b) The Principal Amortization Period shall not have begun; (c) The Sponsor shall have delivered to the Servicer as custodian for and on behalf of the Trustee an executed copy of the related Sale Agreement (if such Sale Agreement has not been previously delivered to the Trustee) and Sale Assignment and an Officer's Certificate stating that all conditions precedent to the effectiveness thereof shall have been satisfied to the extent that the failure to do so would have a material adverse effect on the part of any Person and notwithstanding the failure of Seller to satisfy any Certificateholders; (d) Each of the foregoing conditions precedentSponsor, the [Master Administrator], the [Master Servicer], the Originator and the Servicer shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments as may be reasonably requested by each of them, the Trustee or the Rating Agency with respect to the transactions contemplated by this Agreement or such Purchase Assignment.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and each Reinvestment Purchase) by the Purchasers from the Seller shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, each of the following statements shall be true (and acceptance of the proceeds of correct both before and after giving effect to such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):Purchase: (i) the The representations and warranties set forth contained in Section 5.1 ARTICLE IV are true and correct in all material respects on and as of the date of such Incremental Purchase day as though made on and as of such date (except for those representations and warranties which are made only as of a certain date;, in which case such representations and warranties shall be correct on and as of the date made), (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will Purchase which constitutes an Event of Termination or would constitute an Amortization EventEvent of Termination but for the requirement that notice be given or time elapse or both, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) With respect to Purchases requested to be made by the Aggregate Capital does Conduit Purchaser, the Agent shall not exceed have delivered to the Program Limit Seller a notice stating that the Conduit Purchaser shall not make any further Purchases hereunder. Each delivery of a Purchase Request to the Agent, and the aggregate acceptance by the Seller of the Investor Interests does not exceed 100%. It is expressly understood Purchase Price with respect to any Purchase, shall constitute a representation and warranty by the Seller that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred as of the date of such Purchase, both before and be continuingafter giving effect thereto and the application of the proceeds thereof, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentstatements are true and correct.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest Transferee’s obligation to pay for Receivables to be transferred on any Transfer Date (including the initial Transfer Date) shall be subject to the further conditions precedent that in the case of each such purchasethat: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Facility Termination Date shall not have occurred; (b) Transferee (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request as are customary in similar transactions in order to protect the interests of Transferee (and its assigns) under or as contemplated in the Transaction Documents and (c) on the date of each such Incremental Purchaseapplicable Transfer Date, the following statements shall be true (and acceptance of the proceeds of any payment for such Incremental Purchase Receivable shall be deemed a representation and warranty by Seller Transferor that such statements are then true): (i) the representations and warranties set forth in Section 5.1 Article II are true and correct in all material respects on and as of the date of such Incremental Purchase Receivable came into existence as though made on and as of such date;Transfer Date; and (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, continuing that will constitute an Amortization Event, and no event has occurred and is continuing, a Termination Event or would result from such Incremental Purchase, that would constitute a Potential Amortization Termination Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under the Subordinated Note, or by offset of amounts owed to Transferee), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Transferee, whether or not the conditions precedent to Transferee’s obligation to pay for such Receivable were in fact satisfied; provided, however, that Transferee shall retain its claim for indemnity under Article VI in respect of such failure of condition.

Conditions Precedent to All Purchases. Each Incremental Purchase purchase of an Investor a Purchaser Interest (other than pursuant to a Liquidity Agreement) on and after the Effective Date shall be subject to the further conditions precedent that that: (a) the Purchaser shall have timely delivered to the Agent and each Investor Agent a Purchase Notice, as specified in Section 1.2; (b) in the case of each such purchase: (a) , the Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Investor Agent on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agent and the Investor Agents, all Periodic Monthly Reports as and when due under Section 8.5 8.5, and, upon the Agent's or Section 8.6(b); any Investor Agent's request, the Servicer shall have delivered to such requesting Agent or Investor Agent at least three (b3) days prior to such purchase an interim Monthly Report showing the Amortization Date shall not have occurred; and amount of Eligible Receivables; (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth of the RPA Seller made in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date; (iid) the Facility Termination Date shall not have occurred, the Aggregate Capital shall not exceed the Purchase Limit and the aggregate Purchaser Interests shall not exceed 100%; (e) no event has occurred and is continuing, or would result from such Incremental Purchase, purchase that will constitutes or would constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event, or an Excess Aged Receivables Event; (f) all actions and conditions specified in Article XV of this Agreement which are to be taken or satisfied on or prior to an RSA Purchase Date shall have been fully performed or satisfied; (g) the Agent and the Investor Agents shall have received such other approvals, opinions or documents as they may reasonably request; (h) the amount of funds in the Reserve Account (including any funds deposited therein by RPA Seller in connection with such Purchase) shall equal at least the Reserve Fund Required Amount following such Incremental Purchase; and (iiii) the Aggregate Capital does Facility Termination Date shall not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing Agents, Agent and each Purchaser all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Amortization Facility Termination Date shall not have occurred; (c) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser 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 and (ce) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Credit Enhancement, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Temporary Period is not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be then continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase and the Deemed Exchange) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)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 Amortization 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 on or prior to such date of Purchase and (cf) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It Aggregate Capital, plus (ii) the Credit Enhancement, in each case, both immediately before and after giving effect to such Purchase; and (iv) the amount on deposit in the Reserve Account is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without at least equal to the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentReserve Account Required Amount.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) by the Purchaser from the Seller shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchaseeach Purchase, in form each of the following shall be true and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) correct on the date of each such Incremental Purchase both before and after giving effect to such Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):: (ia) the The representations and warranties set forth contained in Section 5.1 Article IV are true and correct in all material respects on and as of the date of such Incremental Purchase day as though made on and as of such date;, except to the extent such representations and warranties are expressly limited to an earlier date, (iib) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will Purchase which constitutes an Event of Termination or in the case of Capital Purchases only would constitute an Amortization EventEvent of Termination but for the requirement that notice be given or time elapse or both, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iiic) In the Aggregate case of a Capital does Purchase, after giving effect to such Purchase, the aggregate outstanding Capital shall not exceed the Program Limit lesser of (i) the Net Receivables Balance minus the Aggregate Reserves and (ii) the Purchase Limit. Each delivery of a Capital Purchase Request to the Agent, and the aggregate acceptance by the Seller of the Investor Interests does not exceed 100%. It is expressly understood Purchase Price with respect to any Purchase, shall constitute a representation and warranty by the Seller that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred as of the date of such Purchase, both before and be continuingafter giving effect thereto and the application of the proceeds thereof, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentstatements are true and correct.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest No Purchaser shall be subject obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of the further conditions precedent that in the case of each such purchase: date thereof: (a) any representation or warranty of the Seller or the Servicer contained herein or Computation in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of Purchaser Interests on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests 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 a Servicer Termination Event; (c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein; (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests sold hereunder would, after giving effect to such purchase, exceed 100%; (g) the Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchasers and the Administrative Agent, (i) as any Purchaser or the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; (h) the Administrative Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to the Managing Agents on have or prior to the date of such purchaseresult in, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); a Material Adverse Effect; (bi) the Amortization Date Administrative Agent shall not have occurred; received an Investment Base Certificate on such date as required by Section 2.3(a); (j) the Administrative Agent shall not have received a certificate from the Servicer confirming that the Non-Transferred Receivables Servicing Fee and the Servicing Fee for the immediately preceding Settlement Period has been paid by Holding and the Seller, respectively, and the same has been received by the Servicer; (ck) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance any of the proceeds conditions precedent set forth in Sections 3.1 and 3.2 of the Contribution Agreement shall not have been satisfied or waived in writing as provided therein; or (l) any of the conditions precedent set forth in Sections 3.1 and 3.2 of the Sale Agreement shall not have been satisfied or waived in writing as provided therein. The delivery by the Seller of a Capital Purchase Request and the acceptance by the Seller of the funds from such Incremental Capital Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall 3.2 have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen satisfied.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including each Subsequent Purchase) shall be subject to the further conditions precedent that (a) in the case of each such purchase: (a) Servicer or Computation Agent Subsequent Purchase, the Seller shall have delivered to the Managing Agents on or Purchaser prior to the date of such purchasepurchase a Preliminary Monthly Receivables Purchase Report, and the Purchaser shall have delivered to the Seller prior to the date of such purchase a Final Monthly Receivables Purchase Report, in form and substance satisfactory to the Managing Agents, all Periodic Reports each case as and when due under Section 8.5 or Section 8.6(b); 2.01(b) and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by the Seller that such statements are then true): (ia) the representations and warranties set forth in Section 5.1 4.01 with respect to AGCO are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date (except to the extent any such representation and warranty specifically relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects on and as of such prior date); (iib) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization AGCO Purchase Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization AGCO Purchase Termination Event or a Purchase Suspension Event; (c) immediately prior to and after giving effect to such Purchase, the Outstanding Balance of the Sold Receivables shall not exceed the Maximum Outstanding Balance; and (iiid) the Aggregate Capital does Termination Date shall not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Managing Agents Administrative Agent and the Purchasers on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Settlement Reports as and when due under Section 8.5 or Section 8.6(b)6.6; (b) the Amortization Facility Termination Date shall not have occurred; and , (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request, it being understood that no such opinions shall be requested unless there has been a change in law or circumstance and (d) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 Article III are true and correct in all material respects on and as of the date Purchase Date of such Incremental Purchase as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain 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 Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, Event or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent no Investment Excess exists or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentwill result from such Purchase.

Conditions Precedent to All Purchases. Each Incremental The obligations of the Buyer to purchase Purchased Assets from the Originator on any Purchase of an Investor Interest Date (including the initial Purchase Date) shall be subject to the further satisfaction of the following conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to all representations and warranties of the Managing Agents on or prior to the date of such purchase, Originator contained in form Sections 4.1 and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements 4.2 shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of such date before and after giving effect to such Purchase and the date application of such Incremental Purchase proceeds thereof as though made on and as of such datedate and shall be deemed to have been made on and of such day; (iib) the Originator shall have delivered to the Buyer, or its designee, a Schedule I and an Assignment Agreement with respect to the Purchased Assets to be purchased on such Purchase Date; (c) on and as of such Purchase Date, the Originator shall have performed all of the covenants, agreements and obligations 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 Incremental Purchasepurchase, that will constitute constitutes (i) a Turbo Event or (ii) an Amortization EventEvent of Default or Unmatured Event of Default (exclusive of either thereof relating to a Servicer Default or Unmatured Servicer Default) or (iii) a Servicer Default, and no event has occurred Unmatured Servicer Default of the type set forth in Section 6.15(k) or 6.15(l) of the Note Purchase Agreement exists; (e) no Applicable Law shall prohibit or enjoin, and is continuingno order, judgment or would result from decree of any federal, state or local court or Governmental Authority shall prohibit or enjoin, the making of any such Incremental Purchase, that would constitute a Potential Amortization EventPurchase by the Buyer in accordance with the provisions hereof; (f) the Facility Termination Date shall not have occurred; (g) UCC financing statements as described in Section 3.2(g) of the Note Purchase Agreement shall have been filed as of the Closing Date or the initial Purchase Date and otherwise as needed to maintain the security interest of the Buyer; (h) UCC financing statement terminations shall have been filed if necessary; and (iiii) the Aggregate Capital does not exceed the Program Limit and the aggregate as of the Investor Interests does not exceed 100%. It is expressly understood thatClosing Date or the initial Purchase Date, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event opinions of counsel shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen delivered.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest and each Reinvestment shall be subject to the further conditions precedent that in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Managing Agents Purchasers on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Monthly Reports as and when due on or before the applicable Purchase Date under Section 8.5 or Section 8.6(b); 6.6 within any applicable period of grace unless waived in accordance with this Agreement, (b) the Amortization Facility Termination Date shall not have occurred; , and (c) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 Article III are true and correct in all material respects on and as of the date Purchase Date of such Incremental Purchase as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain 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 Incremental Purchase, that will constitute constitutes an Amortization Event, and no event has occurred and is continuing, Event or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%no Investment Excess exists or will result from such Purchase. It is expressly understood thatthat each Reinvestment shall, unless otherwise directed by any Managing the Administrative Agent (with the consent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shallat the direction of the Purchasers), 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 any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentprecedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent (with the consent or at the direction of the Purchasers), to rescind the related Reinvestment and direct Seller to pay to the Administrative Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that were applied to the affected Reinvestment.

Conditions Precedent to All Purchases. Each Incremental No Purchaser shall be obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of the date thereof: (a) any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect, as of such date, either before or after giving effect to the Purchase of an Investor Interest shall be subject Purchaser Interests on such date and to the further conditions precedent application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes (i) a Termination Event or an Event of Servicer Termination, or (ii) except in the case of each Reinvestment Purchases, an Incipient Termination Event or an Incipient Servicer Termination Event; (c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein; (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests sold hereunder would after giving effect to such purchase: , exceed 100%; (ag) the Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchasers and the Administrative Agent, (i) as any Purchaser or Computation the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; or (h) the Administrative Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Managing Agents on or prior to Seller of a Capital Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of funds from such Incremental Capital Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%3.02 have been satisfied. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.ARTICLE IV REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) by the Purchasers from the Seller shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, each of the following statements shall be true (and acceptance of the proceeds of correct both before and after giving effect to such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):Purchase: (i) the The representations and warranties set forth contained in Section 5.1 Article IV are true and correct in all material respects on and as of the such date of such Incremental Purchase as though made on and as of such date (except for those representations and warranties which are specifically made only as of a different date;, which such representations and warranties shall be correct on and as of the date made); provided, however, that if on any day a representation or warranty contained in Article IV is not true as of such date and the breach of such representation or warranty is subject to a cure period pursuant to Section 7.01(d), then solely for purposes of satisfying the condition precedent set forth in this Section 3.02(i) with respect to a Reinvestment Purchase, such representation or warranty shall be deemed to be correct on each day during such cure period (it being agreed that the foregoing proviso is not applicable to a Capital Purchase), (ii) (A) If such Purchase is a Capital Purchase, no event has occurred and is continuing, or would result from such Incremental 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 (B) if such Purchase is a Reinvestment Purchase, that will constitute an Amortization Event, and no event Event of Termination has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) With respect to Purchases requested to be made by a Conduit Purchaser the Aggregate Capital does Agent shall not exceed have delivered to the Program Limit 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 aggregate acceptance by the Seller of the Investor Interests does not exceed 100%. It is expressly understood Purchase Price with respect to any Purchase, shall constitute a representation and warranty by the Seller that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred as of the date of such Purchase, both before and be continuingafter giving effect thereto and the application of the proceeds thereof, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentstatements are true and correct.

Conditions Precedent to All Purchases. Each Incremental The obligation of the Purchaser to pay for each Receivable on each Purchase of an Investor Interest Date (including the Closing Date) shall be subject to the further conditions precedent (any one of which can be waived by the Purchaser) that in the case of each on such purchase: Purchase Date: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and the acceptance by each Originator of the proceeds of such Incremental Purchase Price for any Receivables on any Purchase Date shall be deemed constitute a representation and warranty by Seller such Originator that on such Purchase Date such statements are then true): (i) the representations and warranties set forth of each Originator contained in Section 5.1 are true Sections 4.1 and 4.2 shall be correct in all material respects on and as of the date of such Incremental Purchase Date as though made on and as of such date;; and (ii) no event has occurred and is continuing, Purchase Termination Event or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Incipient Purchase Termination Event shall have occurred and be continuing; (b) each Originator 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 material change shall have occurred after the Closing Date with respect to each Originator's systems, each Reinvestment shallcomputer programs, occur automatically on each day that Servicer shall receive any Collections without related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any collection of the foregoing conditions precedentReceivables by such Originator which makes them not sufficient and satisfactory in order to permit the purchase, administration and collection of the Receivables by the Purchaser in accordance with the terms and intent of this Agreement; and (d) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) by the Buyer from the Seller shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered with respect to the Managing Agents any such Purchase, on or prior to the date of such purchasePurchase, the Seller shall have delivered to the Buyer in form and substance satisfactory to the Managing AgentsBuyer (i) a completed Settlement Report as of the end of the immediately preceding calendar month containing any additional information as may be reasonably requested by the Buyer, all Periodic Reports (ii) a notice of purchase and list of the Contracts to be purchased as provided in Section 2.02(b), and when due under Section 8.5 or Section 8.6(b); (biii) a notice from the Amortization Date shall not have occurredCustodian in substantially the form of Exhibit A to the Custodial Agreement confirming that the Custodian has received the Contract Files for each Contract to be included in such Purchase; and (cb) on the date of each such Incremental Purchase, Purchase the following statements shall be true (and acceptance the Seller by accepting the cash portion of the proceeds of such Incremental Purchase Price shall be deemed a representation and warranty by Seller that such statements are then true):to have certified that: (i) the The representations and warranties set forth contained in Section 5.1 4.01 are true and correct in all material respects on and as of the date of such Incremental Purchase day as though made on and as of such date; (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will Purchase which constitutes an Event of Termination or would constitute an Amortization Event, and no event has occurred and is continuing, Event of Termination but for the requirement that notice be given or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; andtime elapse or both; (iii) the Aggregate Capital does not exceed Buyer shall have received such other approvals or documents as the Program Limit Buyer may reasonably request; and (iv) if the FootHill Credit Agreement remains in effect, such Purchase constitutes a “Permitted Disposition” under and as defined in the FootHill Credit Agreement, and the aggregate Seller has taken all actions necessary to release the Transferred Assets that are the subject of such Purchase from any lien or security interest arising in connection with the FootHill Credit Agreement; provided, that this clause (iv) shall not be construed to limit the generality of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred representation and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentwarranty set forth in Section 4.01(h).

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that (a) in the case of each such purchasePurchase: (ai) the Servicer or Computation Agent shall have delivered to the Agent and the Managing Agents on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent and the Managing Agents, all Periodic Reports as and when due under Section 8.5 and (ii) if Rating Level I or Rating Level II is in effect, upon the Agent’s or any Managing Agent’s request, the Servicer shall have delivered to the Agent and the Managing Agents at least three (3) days prior to such Purchase an interim Weekly Report or Monthly Report, as applicable, showing the amount of Eligible Receivables, provided that the Agent may not require that such interim Weekly Reports or Monthly Reports, as applicable, be delivered more frequently than once each week unless an Amortization Event (or a Potential Amortization Event of the type contemplated in Section 8.6(b9.1(f)(x); ) has occurred and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase (excluding any representation and warranty relating to the eligibility or characteristics of any Receivable), as though made on and as of such datedate (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification); (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests Effective Receivables Interest does not exceed 100%; (iv) after giving effect to such Purchase, the Aggregate Capital of all Purchasers that are not Non-Renewing Purchasers does not exceed the Commitments of all Financial Institutions that are not Non-Renewing Financing Institutions; and (v) neither the Seller nor any Originator shall be in default of its obligations to pay amounts in respect of any Deemed Collections or “Purchase Price Credits”, as applicable, under the Transaction Documents. It is expressly understood thatthat each Reinvestment shall, unless otherwise directed by any the Agent (with the consent or at the direction of the Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shallAgents), 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 any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentprecedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent (with the consent or at the direction of the Managing Agents), to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true both before and after giving effect to such Purchase (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller the Originator that such statements are then true): (i) the representations and warranties set forth in Section 5.1 ARTICLE II are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuingoccurred, or would result from such Incremental Purchase, that will constitute an Amortization EventEvent of Default, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization EventEvent of Default; and (iii) the Aggregate Capital does Termination Date shall not exceed have occurred; and (b) the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Buyer shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of opinions or documents as it may reasonably request. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Purchase (whether by payment of cash, through an increase in the amounts outstanding under the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions to be made under the Subscription Agreement), title to the Receivables and related assets included in such Purchase shall vest in the Buyer, whether or not the conditions precedent to such Purchase were in fact satisfied.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurred; 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the amount by which the Aggregate Capital exceeds the result of (x) the Net Portfolio Balance, minus (y) the Required Reserve and (ciii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and (d) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date;; 27 742891150 18589498 (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Required Reserves, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Facility Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date thereof, the Servicer shall have delivered to the Funding Agent, (1) in form and substance reasonably satisfactory to the Funding Agent, a completed Purchase Notice dated at least one Business Day prior to the date of such purchasePurchase and containing such additional information as may be reasonably requested by the Funding Agent, (2) a duly completed Monthly Report for the immediately preceding Settlement Period for which a Monthly Report was due in accordance with this Agreement, and (3) evidence, in form and substance satisfactory reasonably to the Managing AgentsFunding Agent, all Periodic Reports as that the Seller has entered into Interest Rate Xxxxxx satisfying the requirements of Section 5.1(l) (together, for any Interest Rate Xxxxxx the counterparty of which is not a Funding Agent, with an Interest Rate Hedge Assignment Acknowledgment duly executed by such counterparty and when due under Section 8.5 or Section 8.6(bconcurrently delivered to the Funding Agent); and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (true, and acceptance of the Seller, by accepting the amount for an Incremental Purchase or by receiving the proceeds of such Incremental Collections in consideration for a Purchase pursuant to Section 2.5, shall be deemed a representation and warranty by Seller that such statements are then true):to have certified that: (i) the The representations and warranties set forth contained in Section 5.1 4.1 hereof and Section 4.1 of the Receivables Purchase Agreement are true and correct in all material respects on and as of the date of such Incremental Purchase day as though made on and as of such date; (ii) no No event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, Purchase which constitutes a Termination Event or would result from such Incremental Purchase, that would constitute a Potential Amortization EventTermination Event but for the requirement that notice be given or time elapse or both; and (iii) The provisions of Section 2.2(a) hereof have been satisfied in all material respects. (c) at its request, the Aggregate Capital does not exceed Funding Agent shall have received (with copies to the Program Limit and Rating Agencies indicating that each Rating Agency is entitled to rely thereon), with respect to any state in which, after giving effect to such Purchase, more than 10% of the aggregate Outstanding Balance of all Receivables comprising the Investor Interests does not exceed 100%. It is expressly understood thatServicing Portfolio Balance shall relate to Financed Vehicles titled (or to be titled) in such state, unless otherwise directed by an opinion of counsel (or a reliance letter) in form and substance reasonably satisfactory to the Funding Agent; PROVIDED that no such opinion of counsel shall be necessary with respect to any Managing such state to the extent the Funding Agent or any Investor or unless an Amortization Event shall have occurred and be continuingreceived, each Reinvestment shallon, occur automatically or prior to, the Effective Date or on each day that Servicer shall receive any Collections without previous Purchase Date, such an opinion of counsel with respect to such state (unless, in the requirement that any further action be taken on the part opinion of any Person and notwithstanding of them, reasonable legal or factual reasons shall exist at such time to require an additional opinion of counsel with respect to such state); and (d) the failure of Seller to satisfy any of Funding Agent shall have received such other approvals or documents as the foregoing conditions precedentFunding Agent may reasonably request.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest ------------------------------------- shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true both before and after giving effect to such Purchase (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller the Originator that such statements are then true): (i) the representations and warranties set forth in Section 5.1 ARTICLE II are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuingoccurred, or would result from such Incremental Purchase, that will constitute an Amortization EventEvent of Default, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization EventEvent of Default; and (iii) the Aggregate Capital does Termination Date shall not exceed have occurred; and (b) the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Buyer shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of opinions or documents as it may reasonably request. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Purchase (whether by payment of cash, through an increase in the amounts outstanding under the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions to be made under the Subscription Agreement), title to the Receivables and related assets included in such Purchase shall vest in the Buyer, whether or not the conditions precedent to such Purchase were in fact satisfied.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurred; 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the amount by which the Aggregate Capital exceeds the result of (x) the Net Portfolio Balance, minus (y) the Required Reserve and (ciii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and (d) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date;; 27 742893773 18589498 (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Required Reserves, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Facility Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental The Purchaser shall not be required to make any Purchase of an Investor Interest hereunder (including the Initial Purchase) unless the following conditions precedent are first satisfied: (1) The Servicer shall be subject have provided to the further conditions precedent Purchaser the most recent Servicer Report required to be delivered hereunder which shall, among other things, evidence that in the case Eligible Receivables Pool Balance as at the end of each such purchase: the Settlement Period to which the Servicer Report relates equals or exceeds the Minimum Eligible Pool Balance. (a2) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on On the date of each Purchase (both immediately prior to, and immediately subsequent to, such Incremental Purchase, ) the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):: (ia) the representations and warranties set forth contained in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date, except to the extent made as of a specific date and, in such instance, as though made on such date; (iib) the Seller’s long term unsecured debt is rated at least BB by DBRS; and (c) no event has occurred and is continuing, or would result from such Incremental Purchase, that will which event constitutes an Event of Termination or would constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate Event of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without Termination but for the requirement that any further action notice be taken on given or time elapse or both. (3) The Liquidity Agreement shall be in full force and effect and shall provide for a liquidity facility in the part amount of any Person and notwithstanding the failure of Seller to satisfy any at least 102% of the foregoing conditions precedentsum of the Adjusted Cash Paid at such time plus the Cash Payment to be made in respect of the relevant Purchase. (4) A duly executed copy of the Initial Purchase Request or Increase Purchase Request, as applicable, shall have been delivered to the Purchaser. (5) The Purchaser shall have received such other approvals, opinions, confirmations or documents as it may reasonably request.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest purchase (including the initial purchase) shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) , the Servicer or Computation Agent shall have delivered to the Managing Agents on or Administrative Agent at least three Business Days prior to the date of such purchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Reports as a completed Monthly Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and when due demonstrating that after giving effect to such purchase no Event of Termination or Potential Event of Termination under Section 8.5 7.01(o) has occurred and would be continuing or Section 8.6(b); would occur; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchasepurchase, the following statements shall be true, except that the statements in clauses (iii) and (iv) below are required to be true only if such purchase is by an Investor (and acceptance of the proceeds of such Incremental Purchase purchase shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties set forth contained in Section 5.1 4.01 and 4.02 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date;, in which case they shall be true as of such earlier date), (ii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that will constitute constitutes an Amortization EventEvent of Termination or a Potential Event of Termination, and no event default shall have occurred under or in respect of the Fee Agreement, (iii) in the case of any purchase by an Investor, the Administrative Agent shall not have given the Seller at least one Business Day’s notice that the Investor has occurred terminated the purchase of Receivable Interests, and (iv) each Originator shall have sold or contributed to the Seller, pursuant to the Sale and is continuingContribution Agreement, all Originator Receivables arising on or prior to such date; (c) after giving effect to such purchase, the aggregate outstanding Capital of Receivable Interests would result from such Incremental Purchase, that would constitute a Potential Amortization Eventnot exceed the Purchase Limit; and (iiid) the Aggregate Capital does not exceed the Program Limit Liquidity Facility Agreements shall be in full force and effect and the aggregate of the Investor Interests does Liquidity Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive (subject to any Collections without the requirement that any further action be taken on the part extension of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentsuch Liquidity Termination Date).

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurredreceived 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the 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 (cd) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does Aggregate Capital, plus (ii) the Required Reserves, in each case, both immediately before and after giving effect to such Purchase; and (iv) the Facility Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase purchase by the Purchaser under this Agreement of an Investor Interest Loans and their Related Security (including the initial purchase of Loans and their Related Security hereunder) shall be subject to the further conditions precedent that in that, as the case of each such purchase: (a) Servicer or Computation Agent may be, the following shall have delivered to occurred or that the Managing Agents Purchaser shall have received on or prior to before the date of such purchasepurchase the following, each in form and substance (including the date thereof) satisfactory to the Managing Agentsit, all Periodic Reports as and when due under acting reasonably: (a) A completed Loan Purchase Notice in accordance with Section 8.5 or Section 8.6(b); 2.2(b) of this Agreement. (b) On the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such Incremental Purchase purchase shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth contained in Section 5.1 Sections 4.1 and 4.2 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that will constitutes a Servicer Event of Default or that would constitute an Amortization Event, and a Servicer Event of Default but for the requirement that notice be given or time elapse or both; (iii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that constitutes an Issuer Event of Default or that would constitute an Issuer Event of Default but for the requirement that notice be given or time elapse or both; and (iv) no event has occurred and is continuing, or would result from such purchase, that constitutes a Guarantor Event of Default or that would constitute a Potential Amortization EventGuarantor 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, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney as may be required by the Purchaser substantially in the form contemplated by Section 7.5. (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, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Type by the Purchaser and such New Portfolio Asset Type complies with the CMHC Guide and the Covered Bond Legislative Framework. (f) Any New Loans and their Related Security sold by a New Seller to the Purchaser 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, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case 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 thereunder, as the case may be, 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 each such 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 comprised in the Initial Covered Bond Portfolio thereunder. (j) 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); andor 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 satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (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 the Rating Agency Condition has been satisfied. (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 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 Aggregate Capital does not exceed Secretary or an Assistant Secretary of the Program Limit Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the aggregate 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 Investor Interests does not exceed 100%. It is expressly understood thatPurchaser in the applicable Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, unless otherwise directed by any Managing Agent financing change statements, discharges and releases, if any, necessary to discharge or any Investor release all security interests and other rights or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part 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 notwithstanding all other effective financing statements filed in the failure of jurisdictions referred to in Section 3.1(f) above that name the Seller to satisfy as debtor and show no other Adverse Claims on any of the foregoing conditions precedentPurchased 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. Each Incremental Purchase of an Investor Interest (including the initial Purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation the Collection Agent shall have delivered prepared and forwarded to the Managing Agents Agent, for each Purchaser and each Bank, on or prior to the date 18th day of each month, a Seller Report related to each Receivable Interest owned by such purchase, in form Purchaser or Bank as of the close of business of the Seller on the last day of the preceding Settlement Period and substance satisfactory to containing such additional information as may be reasonably requested by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); Agent; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase or reinvestment the following statements shall be true, except that the statement in clause (iv) below is required to be true only if such Purchase or reinvestment is by a Purchaser (and acceptance the Seller by accepting a payment of the proceeds of such Incremental Purchase Capital shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that): (i) the representations and warranties set forth contained in Section 5.1 4.01 of this Agreement are true and correct in all material respects on and as of the such date of such Incremental Purchase as though made on and as of such date;, (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, which constitutes an Event of Termination or Incipient Event of Termination, (iii) on such date, all of the Originator's long-term public senior debt securities are rated at least BB- by Standard & Poor's or Ba3 by Moody's, (iv) the Agent shall not have given the Seller at least one Business Day's notice that will constitute an Amortization Eventthe Purchasers have terminated new Purchases of Receivable Interests or reinvestments therein, and no event has occurred and is continuingand (v) the Originator shall have sold or contributed to the Seller, or would result from such Incremental Purchasepursuant to the Originator Purchase Agreement, that would constitute a Potential Amortization Eventall Pool Receivables then outstanding; and (iiic) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without opinions or documents as the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentAgent may reasonably request.

Conditions Precedent to All Purchases. Each Incremental The obligations of the Buyer to Purchase of an Investor Interest the Transferred Assets from the Seller on any Purchase Date (including the initial Purchase Date) shall be subject to the further satisfaction of the following conditions precedent that in the case of each such purchase: precedent: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth of the Seller contained in Section 5.1 are Sections 4.1 and 4.2 shall be true and correct in all material respects on and as of the such date of such Incremental Purchase as though made on and as of such datedate and shall be deemed to have been made on and as of such day; (iib) the Seller shall have delivered to the Buyer a Loan List that is true, accurate and complete in all respects as of the related Purchase Date and the Buyer shall have consented to the Purchase of such Transferred Assets; (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 pursuant to the provisions of this Agreement; (d) no Purchase Termination Event (or event has which, with the passage of time or the giving of notice, or both, would constitute a Purchase Termination Event) shall have occurred and is continuing, be continuing or would result from such Incremental Purchase; (e) the Final Maturity Date (or, that will constitute an Amortization Eventif sooner, the acceleration of the Advances pursuant to Section 6.02(a) of the Credit and Security Agreement) shall not have occurred; (f) no Applicable Law shall prohibit or enjoin, and no event has occurred and is continuingorder, judgment or would result from decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Incremental Purchase, that would constitute a Potential Amortization EventPurchase by the Buyer in accordance with the provisions hereof; and (iiig) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Seller shall have occurred paid all fees, costs and expenses required to be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken paid by it on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentapplicable Purchase Date.

Conditions Precedent to All Purchases. Each Incremental Purchase purchase by the Purchaser under this Agreement of an Investor Interest Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that in that, as the case of each such purchase: (a) Servicer or Computation Agent may be, the following shall have delivered to occurred or that the Managing Agents Purchaser shall have received on or prior to before the date of such purchasepurchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to the Managing Agentsit, all Periodic Reports as and when due under acting reasonably: (a) A completed Purchase Notice in accordance with Section 8.5 or Section 8.6(b); 2.2(b) of this Agreement. (b) On the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchaseapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such Incremental Purchase purchase shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth contained in Section 5.1 Sections 4.1 and 4.2 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that will constitutes a Servicer Event of Default or that would constitute an Amortization Event, and a Servicer Event of Default but for the requirement that notice be given or time elapse or both; (iii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate an Issuer Event of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent Default or any Investor or unless an Amortization Guarantor Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without of Default but for the requirement that any further action notice be taken on given or time elapse or both; (iv) no event has occurred and is continuing, or would result from such purchase, that (A) constitutes a default made by the part Originator in the performance or observance of any Person and notwithstanding obligation, condition or provision binding on it under the failure B2B Mortgage Sale Agreement, (B) constitutes an actual or impending Insolvency Event (without regard to the parenthetical language in clause (a) of Seller such definition) in relation to satisfy any of the foregoing conditions precedent.Originator, or

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest purchase (including the initial purchase) shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) , the Servicer or Computation Agent shall have delivered to the Managing Agents on or Administrative Agent at least three Business Days prior to the date of such purchase, in form and substance satisfactory to the Managing AgentsAdministrative Agent, all Periodic Reports as a completed Monthly Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and when due demonstrating that after giving effect to such purchase no Event of Termination or Potential Event of Termination under Section 8.5 7.01(o) has occurred and would be continuing or Section 8.6(b); would occur; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchasepurchase, the following statements shall be true, except that the statements in clauses (iii) and (iv) below are required to be true only if such purchase is by an Investor (and acceptance of the proceeds of such Incremental Purchase purchase shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true): (i) the representations and warranties set forth contained in Section 5.1 4.01 and 4.02 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date;, in which case they shall be true as of such earlier date), (ii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that will constitute constitutes an Amortization EventEvent of Termination or a Potential Event of Termination, and no event default shall have occurred under or in respect of the Fee Agreement, (iii) in the case of any purchase by an Investor, the Administrative Agent shall not have given the Seller at least one Business Day's notice that the Investor has occurred terminated the purchase of Receivable Interests, and (iv) each Originator shall have sold or contributed to the Seller, pursuant to the Sale and is continuingContribution Agreement, all Originator Receivables arising on or prior to such date; (c) after giving effect to such purchase, the aggregate outstanding Capital of Receivable Interests would result from such Incremental Purchase, that would constitute a Potential Amortization Eventnot exceed the Purchase Limit; and (iiid) the Aggregate Capital does not exceed the Program Limit Liquidity Facility Agreements shall be in full force and effect and the aggregate of the Investor Interests does Liquidity Termination Date shall not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive (subject to any Collections without the requirement that any further action be taken on the part extension of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentsuch Liquidity Termination Date).

Conditions Precedent to All Purchases. Each Incremental Purchase purchase (including the initial purchase) of an Investor Interest undivided interests pursuant to this Agreement shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each Purchase Date applicable to such Incremental Purchase, purchase the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase purchase shall be deemed a representation and warranty by Seller the Transferor that such statements are then true): (i) the representations and warranties set forth contained in Section 5.1 5.01 are true and correct on and as of such Purchase Date as ------------ though made on and as of such date (except to the extent any representation and warranty is expressly made as of an earlier date); (ii) the representations and warranties of Mattel contained in any Loan Document (except the representation and warranty contained in Section 5.09 of the Mattel Credit Agreement and, in the case of a ------------ purchase of where the aggregate Purchasers' Investment being made on that date equals or is less than the aggregate Purchasers' Investment maturing on that date, the representation and warranty contained in Section 5.11 of the Mattel Credit Agreement), shall be true, correct ------------ and complete in all material respects on and as of that Purchase Date (except to the date extent that such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects as of such Incremental Purchase earlier date) to the same extent as though made on and as of such date;that Purchase Date; and (iiiii) no event has occurred and is continuing, or would result from such Incremental Purchasepurchase, that will constitute constitutes a Termination Event or an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, Unmatured Termination Event that would constitute a Potential Amortization EventTermination Event or an Unmatured Termination Event with respect to the Obligor in each case, other than a Termination Event or an Unmatured Termination Event as described in Sections 7.01(e) or (i) hereof with respect to an Obligor whose Receivables are not to be purchased on such Purchase Date on the Listed Receivables being purchased but for the requirement that notice be given or time elapse or both; (b) after giving effect to the payment contemplated by Section ------- 2.02 on the date of such purchase, the aggregate outstanding Purchaser's ---- Investments shall not exceed the Purchasers' Investment Limit; (c) the Administrative Agent shall have received a list of Eligible Receivables in accordance with Section 2.02; ------------ (d) such Purchase Date is also a "Purchase Date" as defined in the Purchase and Sale Agreement; (e) the related Due Date is prior to the Facility Termination Date; and (iiif) after giving effect to the Aggregate Capital does not exceed the Program Limit Yield Period in connection with such purchase, there are no other Yield Periods in effect. - 15 - Mattel, Inc. First Amended and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.Restated Receivables Purchase Agreement

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest to take place on a Purchase Date on or after the Closing Date hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the The following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):: (i) the The representations and warranties set forth of the Transferor contained in Section 5.1 are true 4.1 and Section 4.2 shall be true, complete and correct in all material respects (or, in the case of any representation and warranty that is already qualified by materiality, subject to the materiality standard set forth therein) on and as of such Purchase Date, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such Incremental Purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date); (ii) There exists no material breach of any covenant contained in Article V and other agreements set forth herein before and after giving effect to each Purchase; (iii) No Transferor Termination Event (or event has which, with the passage of time or the giving of notice, or both would constitute a Transferor Termination Event) shall have occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event; (iv) The Facility Maturity Date has not yet occurred; (v) No Applicable Law shall prohibit, and no event has occurred and is continuingorder, judgment or would result from decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Incremental Purchase, that would constitute a Potential Amortization EventPurchase by the Purchaser in accordance with the provisions hereof; and (iiivi) No Liens exist in respect of Taxes (other than Permitted Liens) which are prior to the Aggregate Capital does not exceed Lien of the Program Limit 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 Assignment along with an updated Schedule I that is true, complete and correct as of the related Cut-Off Date. (c) The Transferor 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 aggregate Loan Asset Checklist of any of the Investor Interests does Loan Assets or Related Assets related thereto being acquired by the Purchaser not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event later than the related Purchase Date. (d) The Transferor shall have occurred 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, upon the Sale of such Sale Portfolio from the Transferor to the Purchaser pursuant to the terms hereof, 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 continuingmade, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections taken or performed all filings (including without the requirement that any further action limitation UCC filings) required to be taken on the part of made by any Person and notwithstanding all actions required to be taken or performed by any Person in any jurisdiction to give the failure of Seller to satisfy any Collateral Agent, for the benefit of the foregoing conditions precedentSecured 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 Administrative Agent shall have provided an Approval Notice to the Transferor for each of the Eligible Loan Assets identified on an updated Schedule I on the applicable Purchase Date.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) prior to the initial Purchase hereunder, Agent shall have received on or before the date of such Purchase those documents listed on Schedule B; (b) prior to the initial Purchase hereunder, Agent shall have received opinions regarding general corporate matters, enforceability, no-conflicts with organizational documents, material agreements, Illinois and Federal law, ’40 Act and Xxxxxxx Rule Matters, security interest and perfection matters in form and substance reasonably acceptable to Agent; (c) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing Agents, Agent and each Purchaser all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (bd) the Amortization Facility Termination Date shall not have occurred; (e) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser may reasonably request; (f) if required to be in effect pursuant to Section 7.3, the Hedging Agreements shall be in full force and effect and (cg) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true both before and after giving effect to such Purchase (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller the applicable Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Section 5.1 Article II are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuingoccurred, or would result from such Incremental Purchase, that will constitute an Amortization EventEvent of Default, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization EventEvent of Default; and (iii) the Aggregate Capital does Termination Date shall not exceed have occurred; and (b) the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event Buyer shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of opinions or documents as it may reasonably request. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Purchase (whether by payment of cash, through an increase in the amounts outstanding under the applicable Subordinated Note, by offset of amounts owed to the Buyer or otherwise), title to the Receivables and related assets included in such Purchase shall vest in the Buyer, whether or not the conditions precedent to such Purchase were in fact satisfied.

Conditions Precedent to All Purchases. Each Incremental No Purchaser shall be obligated to purchase Purchaser Interests hereunder on any date if, as of such date: (a) any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of an Investor Interest shall be subject Purchaser Interests on such date and to the further conditions precedent application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes, (i) a Termination Event or an Event of Servicer Termination, or (ii) except in the case of each Reinvestment Purchases, an Incipient Servicer Termination Event or an Incipient Termination Event; (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 occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests sold hereunder would, after giving effect to such purchase: , exceed 100%; (ag) the Seller shall have failed to timely deliver the Investment Base Certificate as most recently required pursuant to SECTION 2.03(A) or (B) hereof; (h) 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 Purchasers and the Administrative Agent and, if applicable, either Rating Agency, (i) as any Purchaser or Computation the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; or (i) the Administrative Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Managing Agents on or prior to Seller of a Capital Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of funds from such Incremental Capital Purchase or any Reinvestment Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall this SECTION 3.02 have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen satisfied.

Conditions Precedent to All Purchases. Each Incremental No Purchaser shall be obligated to purchase Purchaser Interests hereunder on any Purchase Date if, as of the date thereof: (a) any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect in any material respect, as of such date, either before or after giving effect to the Purchase of an Investor Interest shall be subject Purchaser Interests on such date and to the further conditions precedent application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Purchaser Interests on such Purchase Date or from the application of the proceeds therefrom, that constitutes (i) a Termination Event or an Event of Servicer Termination, or (ii) except in the case of each Reinvestment Purchases, an Incipient Termination Event or an Incipient Servicer Termination Event; (c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein; GE Capital Corporation/Blue Hill II, Inc. Amended and Restated Receivables Purchase and Servicing Agreement (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) the Purchaser Interests sold hereunder would after giving effect to such purchase: , exceed 100%; (ag) the Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchasers and the Administrative Agent, (i) as any Purchaser, any Purchaser Agent or Computation the Administrative Agent may reasonably request, or (ii) as either Rating Agency may request; or (h) the Administrative Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Managing Agents on or prior to Seller of a Capital Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of funds from such Incremental Capital Purchase on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall 3.02 have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentbeen satisfied.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that in the case of each such purchase: that: (a) Servicer or Computation the Collection Agent shall have delivered prepared and forwarded to the Managing Agents Agent, for each Purchaser and each Bank, on or prior to the date 18th day of each month, a Seller Report related to each Receivable Interest owned by such purchase, in form Purchaser or Bank as of the close of business of the Seller on the last day of the preceding Settlement Period and substance satisfactory to containing such additional information as may be reasonably requested by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); Agent; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, Purchase or reinvestment the following statements shall be true, except that the statement in clause (iv) below is required to be true only if such Purchase or reinvestment is by a Purchaser (and acceptance the Seller by accepting a payment of the proceeds of such Incremental Purchase Capital shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that): (i) the representations and warranties set forth contained in Section 5.1 4.01 of this Agreement are true and correct in all material respects on and as of the such date of such Incremental Purchase as though made on and as of such date;, (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, which constitutes an Event of Termination or Incipient Event of Termination, (iii) on such date, all of the Originator's long- term public senior debt securities are rated at least BB- by Standard & Poor's or Ba3 by Moody's, (iv) the Agent shall not have given the Seller at least one Business Day's notice that will constitute an Amortization Eventthe Purchasers have terminated new Purchases of Receivable Interests or reinvestments therein, and no event has occurred and is continuingand (v) the Originator shall have sold or contributed to the Seller, or would result from such Incremental Purchasepursuant to the Originator Purchase Agreement, that would constitute a Potential Amortization Eventall Pool Receivables then outstanding; and (iiic) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuingreceived such other approvals, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without opinions or documents as the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentAgent may reasonably request.

Conditions Precedent to All Purchases. Each Incremental Purchase purchase of an Investor a Purchaser Interest (other than pursuant to Section 13.1) shall be subject to the further conditions precedent that (a) in the case of each such purchase: (ai) the Servicer or Computation Agent shall have delivered to the Managing Agents Agent on or prior to the date of such purchase, in form and substance satisfactory to the Managing AgentsAgent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b)and (ii) upon the Agent's request, the Servicer shall have delivered to the Agent at least three (3) days prior to such purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Amortization Facility Termination Date shall not have occurred; (c) the Agent shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as it may reasonably request, (d) if required to be in effect pursuant to Section 7.3, the Hedging Agreement shall be in full force and effect and (ce) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate of the Investor Purchaser Interests does do not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.XXXXXXXXX RECEIVABLES PURCHASE AGREEMENT

Conditions Precedent to All Purchases. Each Incremental The Purchaser ------------------------------------- shall not be obligated to purchase Transferred Receivables hereunder on any Purchase Date if, as of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: date thereof: (a) any representation or warranty of the Seller or the Servicer contained herein or Computation in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of Transferred Receivables on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) 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 Facility Termination Date shall have occurred; (d) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (e) the CGS Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser and the Operating Agent, (i) as the Purchaser or the Operating Agent may reasonably request, or (ii) within a reasonable time as the Rating Agency may request; or (f) the Operating Agent or the Collateral Agent shall have delivered determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Managing Agents on or prior to Seller of a Purchase Request and the date of such purchase, in form and substance satisfactory to acceptance by the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance Seller of the proceeds of such Incremental purchase price for any Transferred Receivables on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth conditions in this Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%------- 3.02 have been satisfied. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.----

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) prior to the initial Purchase hereunder, Agent shall have received on or before the date of such Purchase those documents listed on Schedule B; (b) prior to the initial Purchase hereunder, Agent shall have received opinions regarding general corporate matters, enforceability, no-conflicts with organizational documents, material agreements, Illinois and Federal law, ’40 Act and Xxxxxxx Rule Matters, security interest and perfection matters in form and substance reasonably acceptable to Agent; (c) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing Agents, Agent and each Purchaser all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (bd) the Amortization Facility Termination Date shall not have occurred; (e) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser may reasonably request; (f) if required to be in effect pursuant to Section 7.3, the Hedging Agreements shall be in full force and effect and (cg) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):): 737579529 11089703 19 12794124v1 (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It is expressly understood thatAggregate Capital, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred plus (ii) the Credit Enhancement, in each case, both immediately before and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller after giving effect to satisfy any of the foregoing conditions precedentsuch Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including each Subsequent Purchase) shall be subject to the further conditions precedent that (a) in the case of each such purchase: (a) Servicer or Computation Agent Subsequent Purchase, the Seller shall have delivered to the Managing Agents on or Purchaser at least one (1) Business Day prior to the date of such purchasePurchase a Preliminary Monthly Receivables Purchase Report, and the Purchaser shall have delivered to the Seller prior to the date of such Purchase a Final Monthly Receivables Purchase Report, in form and substance satisfactory to the Managing Agentseach case, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); 2.01(b) and (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by the Seller that such statements are then true): (ia) the representations and warranties set forth in Section 5.1 4.01 with respect to the Seller and in Section 4.02 with respect to AGCO are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date (except to the extent any such representation and warranty specifically relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects on and as of such prior date); (iib) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization a Purchase Termination Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Purchase Termination Event or a Purchase Suspension Event; (c) immediately prior to and after giving effect to such Purchase, the Outstanding Balance of the Sold Receivables shall not exceed the Maximum Outstanding Balance; and (iiid) the Aggregate Capital does Termination Date shall not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (other than pursuant to Section 13.1) shall be subject to the further conditions precedent that in the case of each such purchase: : (a) the Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 9.5 and upon the Deal Agent's or Section 8.6(b)any Managing Agent's request, the Servicer shall have delivered to the Managing Agents at least three (3) days prior to such purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 6.1 are (A) with respect to any representations and warranties which contain a materiality qualifier, true and correct on and as of the date of such Incremental Purchase as though made on and as of such date and (B) with respect to any representations and warranties which do not contain a materiality qualifier, true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does do not exceed 100%the Maximum Investor Interest. It is expressly understood thatthat each Reinvestment shall, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shallInvestor, 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 any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Incremental Purchase) and Reinvestment shall be subject to the further conditions precedent that that: (a) in the case of each such purchase: (a) Incremental Purchase, Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser Agent on or prior to the date of such purchaseIncremental Purchase, in form and substance satisfactory to the Managing AgentsAgent and each Purchaser Agent, all Periodic Monthly Reports and Weekly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5; (b) in the Amortization Date case of each Incremental Purchase, Agent and each Purchaser Agent shall not have occurred; 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 accrued and unpaid Servicing Fees, CP Costs, Financial Institution Yield, Broken Funding Costs and all other unpaid fees under any Fee Letter, in each case, through the date of such Reinvestment, (ii) the amount by which the Aggregate Capital exceeds the result of (x) the Net Receivable Pool Balance, minus (y) the Required Reserve and (ciii) the amount of all other accrued and unpaid Obligations through the date of such Reinvestment; and (d) on the date of each such Incremental PurchasePurchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Purchase Limit and no Capital Coverage Deficit exists, in each case, both immediately before and after giving effect to such Purchase; and (iv) the aggregate of the Investor Interests does Facility Termination Date shall not exceed 100%have occurred. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.736370695 19636993

Conditions Precedent to All Purchases. Each Incremental Purchase purchase of an Investor a Purchaser Interest (other than pursuant to Section 13.1) shall be subject to the further conditions precedent that that: (a) the Purchaser shall have delivered to the Agent a Purchase Notice, as specified in Section 1.2; (b) in the case of each such purchase: (a) the Servicer or Computation Agent shall have delivered to the Managing Agents Agent on or prior to the date of such purchase, in form and substance satisfactory to the Managing AgentsAgent, all Periodic Monthly Reports as and when due under Section 8.5 or Section 8.6(b); 8.5, and, upon the Agent's request, the Servicer shall have delivered to the Agent at least three (b3) days prior to such purchase an interim Monthly Report showing the Amortization Date shall not have occurred; and amount of Eligible Receivables; (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth of the Seller made in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase purchase as though made on and as of such date; (iid) the Facility Termination Date shall not have occurred, the aggregate Capital of all Purchaser Interests shall not exceed the Purchase Limit and the aggregate Purchaser Interests shall not exceed 100%; (e) no event has occurred and is continuing, or would result from such Incremental Purchase, purchase that will constitutes or would constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event, or an Excess Aged Receivables Event; (f) all actions and conditions specified in Article XV of this Agreement which are to be taken or satisfied on or prior to an RSA Purchase Date shall have been fully performed or satisfied; (g) the Agent shall have received such other approvals, opinions or documents as it may reasonably request; (h) the amount of funds in the Reserve Account (including any funds deposited therein by Seller in connection with such Purchase) shall equal at least the Reserve Fund Required Amount following such Incremental Purchase; and (iiii) the Aggregate Capital does Facility Termination Date shall not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentoccurred.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest (including the initial Purchase) shall be subject to the further conditions precedent that in the case of each such purchasePurchase: (a) prior to the initial Purchase hereunder, Agent shall have received on or before the date of such Purchase those documents listed on Schedule B; (b) prior to the initial Purchase hereunder, Agent shall have received opinions regarding general corporate matters, enforceability, no-conflicts with organizational documents, material agreements, Illinois and Federal law, ’40 Act and Xxxxxxx Rule Matters, security interest and perfection matters in form and substance reasonably acceptable to Agent; (c) Servicer or Computation Agent shall have delivered to the Managing Agents Agent and each Purchaser on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Managing Agents, Agent and each Purchaser all Periodic Monthly Reports as and when due under Section 8.5 8.5, and upon Agent’s or Section 8.6(b)any Purchaser’s request, Servicer shall have delivered to Agent and each Purchaser at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (bd) the Amortization Facility Termination Date shall not have occurred; (e) Agent and each Purchaser shall have received a duly executed Purchase Notice and such other approvals, opinions or documents as Agent or any Purchaser may reasonably request; (f) if required to be in effect pursuant to Section 7.3, the Hedging Agreements shall be in full force and effect and (cg) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true): (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and (iii) the Aggregate Capital does not exceed the Program Purchase Limit and the aggregate Net Portfolio Balance equals or exceeds the sum of (i) the Investor Interests does not exceed 100%. It is expressly understood thatAggregate Capital, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred plus (ii) the Credit Enhancement, in each case, both immediately before and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller after giving effect to satisfy any of the foregoing conditions precedentsuch Purchase.

Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that (a) in the case of each such purchasePurchase: (ai) the Servicer or Computation Agent shall have delivered to the Agent and the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agent and the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (cii) on if Rating Level I or Rating Level II is in effect, upon the date of each such Incremental PurchaseAgent’s or any Managing Agent’s request, the following statements Servicer shall have delivered to the Agent and the Managing Agents at least three (3) days prior to such Purchase an interim Weekly Report or Monthly Report, as applicable, showing the amount of Eligible Receivables, provided that the Agent may not require that such interim Weekly Reports or Monthly Reports, as applicable, be true delivered more frequently than once each week unless an Amortization Event (and acceptance or a Potential Amortization Event of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):type contemplated in Section 9.1(f)(x)) has occurred: (i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase (excluding any representation and warranty relating to the eligibility or characteristics of any Receivable), as though made on and as of such datedate (it being understood that the materiality threshold referenced above shall not be applicable with respect to any clause of any representation or warranty which itself contains a materiality qualification); (ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and; (iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests Effective Receivables Interest does not exceed 100%; (iv) the Aggregate Capital of all Purchasers that are not Non-Renewing Purchasers does not exceed the Commitments of all Financial Institutions that are not Non-Renewing Financing Institutions; (v) if (A) such Purchase is an Incremental Purchase or a Reinvestment and (B) such Incremental Purchase or Reinvestment is funded by a Conduit, such Conduit shall be party to unexpired Liquidity Agreements; and (vi) neither the Seller nor any Originator shall be in Default of its Obligations to pay amounts in respect of any Deemed Collections or “Purchase Price Credits”, as applicable, under the Transaction Documents. It is expressly understood thatthat each Reinvestment shall, unless otherwise directed by any the Agent (with the consent or at the direction of the Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shallAgents), 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 any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedentprecedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent (with the consent or at the direction of the Managing Agents), to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections prior to the Amortization Date that shall have been applied to the affected Reinvestment.