Common use of Conditions Precedent to All Transfers Clause in Contracts

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (d) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each The obligation ------------------------------------- of the Transferee to accept each Transfer hereunder (including the initial Transfer) hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) With respect to any such Transfer, on or prior to the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as date of such Transfer DateTransfer, both before and after giving effect to such Transfer and the Originator shall have delivered to the application of the Sale Price thereforTransferee, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) if requested by the Administrative Agent Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall not have declared be compatible with the Commitment Termination Date to have occurred following the occurrence Transferee's computer equipment) as of a Termination Eventdate not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Commitment Termination Date shall not have automatically occurredReceivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in either eventeach case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and xxxx its master data processing records evidencing such Receivables and the Related Contracts, in accordance with Section 9.01 of each case in a manner reasonably acceptable to the Funding Agreement;Administrative Agent, evidencing that such Receivables have been transferred; and (c) each Originator On the date of such Transfer the following statements shall be true (and member the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the Parent Group shall be in compliance with each date of its covenants such Transfer as though made on and other agreements set forth herein or in any other Related Documentas of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) each Originator The Transferee shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Transferee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence continuance of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (dc) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contributionacceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each The Initial Purchase, each Incremental Purchase and each other Transfer hereunder (including from the initial Transfer) Trust Depositor by the Trust shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) the Servicer shall have delivered to the Facility Administrator and the Custodian those items listed on Schedule IB on or before the dates listed therein and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correct: (i) the representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of each of Superior and each Originator contained herein or any Seller Party in any Transaction Document (other Related Document shall be than this Agreement) are true and correct on and as of such Transfer Dateday as though made on and as of such date; (iii) no event has occurred and is continuing, both before and or would result from such Purchase which constitutes a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Transfer and to Purchase, the application Outstanding Amount will not exceed the lesser of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Funding Date to have occurred following the occurrence of a Termination Event, Overcollateralization and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding AgreementNote Purchase Limit; (cv) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each Originator and member has performed in all material respects all of the Parent Group agreements contained in this Agreement and the other Transaction Documents to be performed by such Person at or prior to such day; (d) no law, rule or regulation shall be prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in compliance with each of its covenants and addition to the other agreements documents set forth herein or in any on Schedule 1B, the Custodian shall have received an original note/instrument and related Allonge with respect to each such Receivable (other Related Documentthan with respect to an Aruba Receivable); and (df) each Originator the Facility Administrator shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Facility Administrator may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each The obligation of the Buyer to purchase any Receivable and other Receivable Assets on each Transfer hereunder Date (including the initial TransferEffective Date) shall be subject to satisfaction the further conditions precedent, which, other than conditions precedent relating to Purchase Termination Events set forth in Section 7.01(g) or (h), may be waived by the Buyer, that, on and as of such Transfer Date, the following statements shall be true (and the acceptance by each Originator of the following further conditions precedent as of the Sale Price for such Receivable and other Receivable Assets on such Transfer Date therefor:shall constitute a representation and warranty by such Originator that on such Transfer Date the statements in clauses (i) and (ii) below are true): (ai) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document Sections 4.01 and 4.02 shall be true and correct on and as of such Transfer Date as though made on and as of such date, except insofar as such representations and warranties are expressly made only as of another date (in which case they shall be true and correct as of such Transfer Date, both before and other date); (ii) after giving effect to such Transfer and purchase, no Purchase Termination Event or Potential Purchase Termination Event (including, without limitation, any event set forth in Section 7.01 (d)(ii)(A)) with respect to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date applicable Originator shall have occurred and except for changes therein expressly permitted by this Agreementbe continuing; (iiii) the Administrative Agent after giving effect to such purchase, no Termination Event or Incipient Termination Event shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Documentcontinuing; and (div) each Originator the Buyer shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as the Buyer may reasonably request. The acceptance by any Originator ; provided, however, that the failure of the Sale Price for applicable Originator to satisfy any Sold Receivables and of the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date foregoing conditions shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by not prevent such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any from subsequently selling Receivables originated by it and other Receivable Assets related thereto upon satisfaction of all such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfiedconditions.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Company (with respect to itself and the Receivables) and the Administrator shall have certified and are deemed to have represented and warranted hereunder and shall so represent and warrant in the related Collateral Assignment that: (i) the representations and warranties (A) of each the Company and AutoBond set forth in Sections 11.01 and 11.02 hereof and (B) of Superior and each Originator contained herein or the Administrator set forth in any other Related Document shall be the applicable Servicing Agreement, are true and correct on and as of such Transfer Datedate, both before and after giving effect to such Transfer, as though made on and as of such date; (ii) no event has occurred, or would result from such Transfer and to or from the application of the Sale Price thereforproceeds therefrom, except to which constitutes an Event of Default or would constitute an Event of Default but for the extent requirement that any such representation notice be given or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreementtime elapse or both; (iiii) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 each of the Funding Agreement; (c) each Originator Company and member of the Parent Group shall be AutoBond is in material compliance with each of its covenants and other agreements set forth herein and in all Related Documents; (iv) no event has occurred which constitutes an Event of Servicing Termination or in any other Related Documentwould constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both; and (v) 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 Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders of the applicable Series) as custodian for and on behalf of the Trust Estate an executed copy of the related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Documents with respect to the Receivables subject to such Transfer; and (d) each Originator No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no Noteholder shall have taken notified the Trustee of the same, and the Trustee shall have received such other action, including delivery of approvals, consentsdocuments, opinions, documents certificates and instruments to Buyer as Buyer any Noteholder or the Trustee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Borrower (with respect to itself and the related Receivables) and the Master Servicer shall have certified and are deemed to have represented and warranted hereunder and shall so represent and warrant in the related Collateral Assignment that: (i) the representations and warranties (A) of each the Borrower and TWRI set forth in Sections 11.1 and 11.2 hereof and (B) of Superior and each Originator contained herein or in any other Related Document shall be the Master Servicer set forth herein, are true and correct on and as of such Transfer Datedate, both before and after giving effect to such Transfer, as though made on and as of such date; (ii) no event has occurred, or would result from such Transfer and to or from the application of the Sale Price thereforproceeds therefrom, except to which constitutes an Event of Default or would constitute an Event of Default but for the extent requirement that any such representation notice be given or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreementtime elapse or both; (iiii) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 each of the Funding Agreement; (c) each Originator Borrower and member of the Parent Group shall be TWRI is in material compliance with each of its covenants and other agreements set forth herein and in all Warehouse Facility Documents; and (iv) no event has occurred which constitutes an Event of Master Servicer Termination or would constitute an Event of Master Servicer Termination but for the requirement that notice be given or time elapse or both. (b) The Borrower shall have delivered to the Trustee and the Noteholders an executed copy of the related Collateral Assignment, an executed UCC-1 financing statement and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the effectiveness thereof as specified herein shall have been satisfied; (c) The Custodian shall have confirmed receipt of the related Receivable Documents and shall have delivered a Receipt as provided in any other Related DocumentSection 4.8 hereof; and (d) each Originator No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled, and no Noteholder shall have taken notified the Trustee of the same, and the Trustee shall have received such other action, including delivery of approvals, consentsdocuments, opinions, documents certificates and instruments to Buyer as Buyer any Noteholder or the Trustee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each The Initial Purchase, each Incremental Purchase and each other Transfer hereunder (including from the initial Transfer) Trust Depositor by the Trust shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) the Servicer shall have delivered to the Facility Administrator and the Custodian those items listed on Schedule IB on or before the dates listed therein and such additional information as may be reasonably requested by the Facility Administrator; (b) all actions or additional actions necessary, in the reasonable judgment of the Facility Administrator, to obtain an absolute ownership interest in favor of the Trust in the Trust Assets being transferred shall have been taken (and the Facility Administrator may in its discretion require, as a condition to such determination, the delivery of an Opinion of Counsel to such effect); (c) on each Transfer Date, the following statements shall be true and correct: (i) the representations and warranties contained in Sections 5.1, 5.4, 5.5 and, solely with respect to the Assets being transferred on such Transfer Date, Section 5.2 of this Agreement and Section 3.2 of the Sale and Contribution Agreement, are true and correct on and as of such day as though made on and as of such date; (ii) all other representations and warranties of each of Superior and each Originator contained herein or any Seller Party in any Transaction Document (other Related Document shall be than this Agreement) are true and correct on and as of such Transfer Dateday as though made on and as of such date; (iii) no event has occurred and is continuing, both before and or would result from such Purchase which constitutes a Servicer Event of Termination, Termination Event or an Event of Default; (iv) after giving effect to such Transfer and to Purchase, the application Outstanding Amount will not exceed the lesser of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Funding Date to have occurred following the occurrence of a Termination Event, Overcollateralization and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding AgreementNote Purchase Limit; (cv) on and as of such day, the Sellers, the Trust Depositor, the Servicer and the Club Trustee each Originator and member has performed in all material respects all of the Parent Group shall agreements, paid all fees, costs and expenses and satisfied all conditions contained in this Agreement and the other Transaction Documents to be in compliance with each of its covenants and other agreements set forth herein performed by such Person at or in any other Related Document; andprior to such day; (d) each Originator no law, rule or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or government body, agency or instrumentality shall prohibit or enjoin any of the activities contemplated by the Transaction Documents; (e) in addition to the other documents set forth on Schedule 1B, the Custodian shall have taken received an original note/instrument and related Allonge with respect to each such Receivable (other than with respect to an Aruba Receivable); (f) the Facility Administrator shall have received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Facility Administrator may reasonably request. The acceptance by any Originator of ; (g) the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date Custodian shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title issued its Custodian's Certificate with no exceptions related to the Transferred applicable Receivables sold or contributed Files, except any exceptions indicated on Schedule 1 attached to such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfiedCustodian's Certificate that are expressly permitted pursuant to the Custodial Agreement.

Conditions Precedent to All Transfers. Each The obligation of ------------------------------------- the Transferee to accept each Transfer hereunder (including the initial Transfer) hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) With respect to any such Transfer, on or prior to the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as date of such Transfer DateTransfer, both before and after giving effect to such Transfer and the Originator shall have delivered to the application of the Sale Price thereforTransferee, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) if requested by the Administrative Agent Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall not have declared be compatible with the Commitment Termination Date to have occurred following the occurrence Transferee's computer equipment) as of a Termination Eventdate not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Commitment Termination Date shall not have automatically occurredReceivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in either eventeach case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and xxxx its master data processing records evidencing such Receivables and the Related Contracts, in accordance with Section 9.01 of each case in a manner reasonably acceptable to the Funding Agreement;Administrative Agent, evidencing that such Receivables have been transferred; and (c) each Originator On the date of such Transfer the following statements shall be true (and member the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the Parent Group shall be in compliance with each date of its covenants such Transfer as though made on and other agreements set forth herein or in any other Related Documentas of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) each Originator The Transferee shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Transferee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Company and the Administrator shall have certified and are deemed to have represented and warranted hereunder and shall so represent and warrant in the related Collateral Assignment that: (i) the representations and warranties (A) of each the Company and AutoBond set forth in Sections 11.01 and 11.02 hereof and (B) of Superior and each Originator contained herein or the Administrator set forth in any other Related Document shall be the applicable Servicing Agreement, are true and correct on and as of such Transfer Datedate, both before and after giving effect to such Transfer, as though made on and as of such date; (ii) no event has occurred, or would result from such Transfer and to or from the application of the Sale Price thereforproceeds therefrom, except to which constitutes an Event of Default or would constitute an Event of Default but for the extent requirement that any such representation notice be given or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreementtime elapse or both; (iiii) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 each of the Funding Agreement; (c) each Originator Company and member of the Parent Group shall be AutoBond is in material compliance with each of its covenants and other agreements set forth herein and in all Related Documents; (iv) no event has occurred which constitutes an Event of Servicing Termination or in any other Related Documentwould constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both; and (v) 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 Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders) as custodian for and on behalf of the Trust Estate an executed copy of the related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Files with respect to the Receivables subject to such Transfer; and (d) each Originator No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no Noteholder shall have taken notified the Trustee of the same, and the Trustee shall have received such other action, including delivery of approvals, consentsdocuments, opinions, documents certificates and instruments to Buyer as Buyer any Noteholder or the Trustee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Purchaser Agent shall not have declared the Commitment Facility Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Facility Termination Date shall not have otherwise automatically occurred, in either event, in accordance with Section 9.01 8.01 of the Funding Purchase Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (dc) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to its Related Buyer as such Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to a Buyer by the Member its Related Originator of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contributionacceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in the applicable Related Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial TransferPurchases) hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) with respect to any such Transfer, on or prior to the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as date of such Transfer DatePurchase, both before and after giving effect to such Transfer and the applicable Seller shall have delivered to the application of the Sale Price thereforPurchaser, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) if requested by the Administrative Agent Purchaser, such Seller’s accounting records (which if in magnetic tape or diskette format shall not have declared be compatible with the Commitment Termination Date to have occurred following the occurrence Purchaser’s computer equipment) as of a Termination Eventdate not more than thirty-one (31) days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Commitment Termination Date Receivables to be included in such Transfer and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Transfer, on or prior to the date of such Purchase, the Collection Agent shall not have automatically occurreddelivered to the Purchaser, in either eventform and substance satisfactory to the Purchaser, in accordance with a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 9.01 of 6.02(b) and containing such additional information as may reasonably be requested by the Funding AgreementPurchaser; (c) each Originator the date of such Transfer the following statements shall be true (and member the applicable Seller, by accepting the Purchase Price for such Purchase or by making such contribution pursuant to Section 2.06, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the Parent Group date of such Transfer as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or an Unmatured Event of Termination, (iii) The Purchaser shall be in compliance with each of its covenants and other agreements set forth herein or in not have delivered to the Sellers a notice that the Purchaser shall not make any other Related Documentfurther Transfers hereunder; and (d) each Originator the Purchaser shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Purchaser may reasonably request. The acceptance by any Originator Notwithstanding the foregoing conditions precedent in Sections 3.02(c)(i) and (ii), upon payment of the Sale Purchase Price for any Sold Receivables Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price) and the contribution to Buyer by the Member upon each Contribution of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contributionReceivable, title to such Receivable and the Transferred Receivables sold or contributed on such Transfer Date Related Security with respect thereto shall be vested absolutely vest in Buyerthe Purchaser, whether or not such conditions precedent to the Purchase were in fact so satisfied. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have waived by reason of completing such Transfer) all applicable rights and remedies under Sections 2.04, 7.01 and 8.01 and otherwise.

Conditions Precedent to All Transfers. Each The Transfer hereunder (including to take place on the initial Transfer) Transfer Effective Date and each Transfer to take place on a subsequent Transfer Effective Date hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) the representations and warranties of each of Superior and each Originator contained herein On or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect prior to such Transfer and Effective Date, the Originator (or the Servicer on its behalf) shall, at its own expense, have marked its records related to each Insurance Premium Loan in which a Participation has been transferred hereunder with a notation, acceptable to the application Participant, stating that a Participation in such Insurance Premium Loan, the related promissory note and all other documents in the Loan Documentation Package for such Insurance Premium Loan and Collections with respect thereto and other proceeds thereof, has been sold in accordance with this Agreement, and the Originator further agrees not to alter such file designation with respect to any applicable Insurance Premium Loan in which a Participation has been transferred hereunder during the term of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) On each Transfer Effective Date, the following statements shall be true: (i) all of the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence Originator’s representations and warranties contained in Section 5.01 are correct on and as of a Termination Event, such date as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Event of Termination but for the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreementrequirement that notice be given or that time elapse or both; (c) On each Transfer Effective Date, the Originator and member of the Parent Group Participant shall be in compliance with have executed a Participation Certificate for each of its covenants and other agreements set forth herein or in any other Related Document; andInsurance Premium Loan for which a Participation has been transferred hereunder; (d) On each Transfer Effective Date, the Originator shall have taken such other actioncomplied with all of its covenants hereunder and shall have fulfilled in all material respects all of its obligations hereunder; (e) As of each Transfer Effective Date, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. no Originator shall be insolvent; The acceptance by any the Originator of the Sale Purchase Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date Participation shall be deemed to constitute, as of any such Transfer Date, be a representation and warranty by such the Originator that as to the conditions precedent matters set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfiedSection.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial TransferPurchases) hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) with respect to any such Transfer, on or prior to the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as date of such Transfer DatePurchase, both before and after giving effect to such Transfer and the applicable Seller shall have delivered to the application of the Sale Price thereforPurchaser, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) if requested by the Administrative Agent Purchaser, such Seller’s accounting records (which if in magnetic tape or diskette format shall not have declared be compatible with the Commitment Termination Date to have occurred following the occurrence Purchaser’s computer equipment) as of a Termination Eventdate not more than thirty-one (31) days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Commitment Termination Date Receivables to be included in such Transfer and such additional information concerning such Receivables as may reasonably be requested by the Purchaser; (b) with respect to any such Transfer, on or prior to the date of such Purchase, the Collection Agent shall not have automatically occurreddelivered to the Purchaser, in either eventform and substance satisfactory to the Purchaser, in accordance with a completed Seller Report for the most recently ended reporting period for which information is required pursuant to Section 9.01 of 6.02(b) and containing such additional information as may reasonably be requested by the Funding AgreementPurchaser; (c) each Originator on the date of such Transfer the following statements shall be true (and member the applicable Seller, by accepting the Purchase Price for such Purchase or by making such contribution pursuant to Section 2.06, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the Parent Group date of such Transfer as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or an Unmatured Event of Termination, (iii) The Purchaser shall be in compliance with each of its covenants and other agreements set forth herein or in not have delivered to the Sellers a notice that the Purchaser shall not make any other Related Documentfurther Transfers hereunder; and (d) each Originator the Purchaser shall have taken received such other action, including delivery of approvals, consents, opinions, opinions or documents and instruments to Buyer as Buyer the Purchaser may reasonably request. The acceptance by any Originator Notwithstanding the foregoing conditions precedent in Sections 3.02(c)(i) and (ii), upon payment of the Sale Purchase Price for any Sold Receivables Receivable (whether by payment of cash or through an increase in the Deferred Purchase Price) and the contribution to Buyer by the Member upon each Contribution of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contributionReceivable, title to such Receivable and the Transferred Receivables sold or contributed on such Transfer Date Related Security with respect thereto shall be vested absolutely vest in Buyerthe Purchaser, whether or not such conditions precedent to the Purchase were in fact so satisfied.. If any of the foregoing conditions precedent is not satisfied, the Purchaser shall have available to it (and shall not be deemed to have waived by reason of completing such Transfer) all applicable rights and remedies under Sections 2.04, 7.01 and 8.01 and otherwise. 163008276

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Company (with respect to itself and the Loans) and the Administrator shall have certified and are deemed to have represented and warranted hereunder and shall so represent and warrant in the related Collateral Assignment that: (i) the representations and warranties (A) of each the Company and Epic set forth in Sections 11.1 and 11.2 hereof and (B) of Superior and each Originator contained herein or the Administrator set forth in any other Related Document shall be the applicable Servicing Agreement, are true and correct on and as of such Transfer Datedate, both before and after giving effect to such Transfer, as though made on and as of such date; (ii) no event has occurred, or would result from such Transfer and to or from the application of the Sale Price thereforproceeds therefrom, except to which constitutes an Event of Default or would constitute an Event of Default but for the extent requirement that any such representation notice be given or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreementtime elapse or both; (iiii) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 each of the Funding Agreement; (c) each Originator Company and member of the Parent Group shall be Epic is in material compliance with each of its covenants and other agreements set forth herein or and in any other all Related DocumentDocuments; and (iv) 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. (b) The Company shall have delivered to the Trustee (and the Noteholders of the applicable Series) an executed copy of the related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the effectiveness thereof as specified herein shall have been satisfied; (c) The Custodian shall have confirmed receipt of the Loan Documents with respect to the Loans subject to such Transfer; (d) each Originator No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no Noteholder shall have taken notified the Trustee of the same, and the Trustee shall have received such other action, including delivery of approvals, consentsdocuments, opinions, documents certificates and instruments to Buyer as Buyer any Noteholder or the Trustee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables ; and (e) A Custody Agreement and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date a Servicing Agreement shall be deemed to constitute, as of any such Transfer Date, a representation in full force and warranty by such Originator that effect for the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfiedrelated Loans.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (d) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member AK Steel of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each The obligation of the ------------------------------------- Transferee to accept each Transfer hereunder (including the initial Transfer) hereunder shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) With respect to any such Transfer, on or prior to the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as date of such Transfer DateTransfer, both before and after giving effect to such Transfer and the Originator shall have delivered to the application of the Sale Price thereforTransferee, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) if requested by the Administrative Agent Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall not have declared be compatible with the Commitment Termination Date to have occurred following the occurrence Transferee's computer equipment) as of a Termination Eventdate not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Commitment Termination Date shall not have automatically occurredReceivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in either eventeach case correlated to Transfers; (b) With respect to any such Transfer, on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Transferee, in accordance with form and substance satisfactory to the Transferee, a completed Originator Report for the most recently ended reporting period for which information is required pursuant to Section 9.01 of 6.02(b) and containing such additional information as may reasonably be requested by the Funding AgreementTransferee; (c) each Originator and member At the request of the Parent Group shall be Transferee or its assignee, the Originator will xxxx its master data processing records regarding the Transferred Receivables and each Contract giving rise to Transferred Receivables and all other relevant records evidencing the Receivables which are the subject of such Transfer with a legend, acceptable to the Transferee, stating that such Receivables, the Related Security and Collections with respect thereto, have been transferred in compliance accordance with each of its covenants and other agreements set forth herein or in any other Related Documentthis Agreement; and (d) each Originator On the date of such Transfer the following statements shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables be true (and the contribution to Buyer Originator, by accepting the Member amount of any Contributed Receivables on any Transfer Date such Transfer, shall be deemed to constitute, have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of any the date of such Transfer Dateas though made on and as of such date; and (ii) No event has occurred and is continuing, a representation and warranty by or would result from such Originator Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (e) The Transferee shall have received such other approvals, opinions or documents as the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfiedTransferee may reasonably request.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement;; Receivables Sale and Servicing Agreement (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence continuance of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (dc) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contributionacceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; (d) each of those conditions precedent set forth in Section 3.02 of the Funding Agreement shall have been satisfied or waived in writing as provided therein; and (de) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member Parent of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date thereforthat: (a) On the related Assignment Date (including the initial Transfer on the date hereof), the Company and the Administrator shall have certified and are deemed to have represented and warranted hereunder and shall so represent and warrant in the related Collateral Assignment that: (i) the representations and warranties (A) of each the Company and AutoBond set forth in Sections 11.01 and 11.02 hereof and (B) of Superior and each Originator contained herein or the Administrator set forth in any other Related Document shall be the applicable Servicing Agreement, are true and correct on and as of such Transfer Datedate, both before and after giving effect to such Transfer, as though made on and as of such date; (ii) no event has occurred, or would result from such Transfer and to or from the application of the Sale Price thereforproceeds therefrom, except to which constitutes an Event of Default or would constitute an Event of Default but for the extent requirement that any such representation notice be given or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreementtime elapse or both; (iiii) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 each of the Funding Agreement; (c) each Originator Company and member of the Parent Group shall be AutoBond is in material compliance with each of its covenants and other agreements set forth herein and in all Related Documents; (iv) no event has occurred which constitutes an Event of Servicing Termination or in any other Related Documentwould constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both; and (v) 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 Company shall have delivered to the Trustee (with a copy to each Rating Agency and the Noteholders) as custodian for and on behalf of the Trust Estate an executed copy of the related Collateral Assignment and an Officer's Certificate stating and representing and warranting (and hereby represents and warrants) that all conditions precedent to the effectiveness thereof as specified herein shall have been satisfied; (c) The Trustee shall have confirmed receipt of the Loan Documents with respect to the Receivables subject to such Transfer; and (d) each Originator No Responsible Officer of the Trustee has actual knowledge that any conditions to such Transfer have not been fulfilled and no Noteholder shall have taken notified the Trustee of the same, and the Trustee shall have received such other action, including delivery of approvals, consentsdocuments, opinions, documents certificates and instruments to Buyer as Buyer any Noteholder or the Trustee may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document, except to the extent non-compliance could not be reasonably expected to have a Material Adverse Effect; (d) each of those conditions precedent set forth in Section 3.02 of the Funding Agreement shall have been satisfied or waived in writing as provided therein; and (de) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Buyer as the Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to the Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in the Buyer, whether or not such conditions were in fact so satisfied.

Conditions Precedent to All Transfers. Each Transfer hereunder (including the initial Transfer) shall be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor: (a) the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct in all material respects as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) (i) the Administrative Agent shall not have declared the Commitment Termination Date to have occurred following the occurrence continuance of a Termination Event, and (ii) the Commitment Termination Date shall not have automatically occurred, in either event, in accordance with Section 9.01 of the Funding Agreement; (c) each Originator and member of the Parent Group shall be in compliance with each of its covenants and other agreements set forth herein or in any other Related Document; and (dc) each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the Sale Price for any Sold Receivables and the contribution to Buyer by the Member of any Contributed Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 Article III have been satisfied. Upon any such acceptance or contributionacceptance, title to the Transferred Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.