Common use of Conditions Precedent to Purchase of Receivables Clause in Contracts

Conditions Precedent to Purchase of Receivables. The obligation of the ----------------------------------------------- Purchaser to purchase Receivables and other Receivable Assets on each Sale Date (including the Effective Date) is subject to the satisfaction of the following conditions precedent, that, on and as of the related Originator Date, the following statements shall be true with respect to the Receivables originated by such Originator (and the delivery by such Originator of the Originator Daily Report for such Receivable on such Sale Date shall constitute a representation and warranty by such Originator that on such Sale Date the statements in clauses (a) and (b) below are true with respect to the Receivables originated by such Originator): (a) the representations and warranties of such Originator contained in Sections 4.01 shall be true and correct on and as of such Sale 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 other date); (b) after giving effect to such sale, no Originator Termination Event or Potential Originator Termination Event with respect to such Originator shall have occurred and be continuing; (c) such Originator shall have delivered or transmitted via telecopy to the Purchaser, with respect to the Receivables, an Originator Daily Report with respect to Receivables sold by it to the Purchaser and originated by it, reasonably acceptable to the Purchaser and the Funding Agent showing, as of such Sale Date, at least the information specified in Schedule 1 as to the ---------- Receivables to be sold, assigned, transferred and conveyed on such Sale Date; (d) since the Effective Date, no material adverse change has occurred in the overall rate of collection of the Receivables; and (e) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; provided, however, that the failure of such Originator to satisfy any of the -------- ------- foregoing conditions shall not prevent such Originator from subsequently contributing Receivables originated by it, or purchased by it pursuant to a Receivables Purchase Agreement, upon satisfaction of all such conditions.

Conditions Precedent to Purchase of Receivables. The obligation of the ----------------------------------------------- Purchaser Buyer shall not be required to purchase Eligible Receivables and other Receivable Assets described in a Request (or substitutions thereof as approved by Buyer on each Sale Date (including the Effective Purchase Date) is subject unless on the Purchase Date therefor: (i) Buyer has received an Assignment transferring such Purchased Receivables to Buyer on such Purchase Date duly executed by the satisfaction of the following conditions precedentapplicable Seller, that, on and as of the related Originator Date, the following statements shall be true with respect to the Receivables originated by such Originator (and the delivery aggregate value of all such Purchased Receivables to be purchased by such Originator of the Originator Daily Report for such Receivable Buyer on such Sale Purchase Date shall constitute a representation and warranty by such Originator that on such Sale Date the statements in clauses (a) and (b) below are true with respect to the Receivables originated by such Originator): (a) the representations and warranties of such Originator contained in Sections 4.01 shall be true and correct on and as of such Sale 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 other date)equals or exceeds $1,000,000; (bii) after giving effect to Buyer has received the invoices for such sale, no Originator Termination Event or Potential Originator Termination Event with respect to Purchased Receivables and such Originator shall have occurred and be continuingother supporting documentation that Buyer has reasonably requested; (ciii) such Originator shall have delivered or transmitted via telecopy to the PurchaserSuch Seller’s representations, with respect to the Receivables, an Originator Daily Report with respect to Receivables sold by it to the Purchaser warranties and originated by it, reasonably acceptable to the Purchaser covenants herein are true and the Funding Agent showing, as of such Sale Date, at least the information specified accurate in Schedule 1 as to the ---------- Receivables to be sold, assigned, transferred and conveyed all material respects on such Sale Purchase Date; (div) since No Event of Repurchase exists on such Purchase Date with respect to which the Effective Dateapplicable Seller has not repurchased, no material adverse change has occurred and paid the full purchase price for, the affected Purchased Receivables to the extent required to do so in accordance with Section 6; (v) The applicable Seller shall have paid to Buyer in immediately available funds the overall rate aggregate Drawdown Fee payable in respect of collection of the such Purchased Receivables; and (evi) in the Purchaser case of any Request which includes Eligible Long-Term Receivables, the following additional conditions precedent shall apply: (1) Buyer shall have received obtained such other internal credit approvals as may be necessary to permit Buyer to purchase such Eligible Long-Term Receivables, it being acknowledged and agreed that (x) Buyer has neither sought nor obtained such approvals as of the date hereof and that, without limitation of the uncommitted nature of Buyer’s obligations hereunder, there can be no assurances that such approvals, opinions if sought, will be obtained, and (y) any such approval, if granted, may be conditioned upon payment by the applicable Seller of a structuring fee or documents as other terms, all of which would be negotiated in good faith by the Purchaser may reasonably request; provided, however, that parties hereto at the failure time of such Originator to satisfy any approval, and (2) not more than one (1) Request in respect of the -------- ------- foregoing conditions shall not prevent such Originator from subsequently contributing Eligible Long-Term Receivables originated by it, or purchased by it pursuant to a Receivables Purchase Agreement, upon satisfaction of all such conditionsmay be delivered hereunder.

Conditions Precedent to Purchase of Receivables. The obligation of the ----------------------------------------------- Purchaser to purchase Receivables and other Receivable Assets on each Sale Date (including including, in the case of the Existing Originators, the Effective Date and, in the case of the New Originators, the New Originator Effective Date) is subject to the satisfaction of the following conditions precedent, that, on and as of the related Originator Date, the following statements shall be true with respect to the Receivables originated by such Originator (and the delivery by such Originator of the Originator Daily Report for such Receivable on such Sale Date shall constitute a representation and warranty by such Originator that on such Sale Date the statements in clauses (a) and (b) below are true with respect to the Receivables originated by such Originator): (a) the representations and warranties of such Originator contained in Sections 4.01 shall be true and correct on and as of such Sale 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 other date); (b) after giving effect to such sale, no Originator Termination Event or Potential Originator Termination Event with respect to such Originator shall have occurred and be continuing; (c) such Originator shall have delivered or transmitted via telecopy to the Purchaser, with respect to the Receivables, an Originator Daily Report with respect to Receivables sold by it to the Purchaser and originated by it, reasonably acceptable to the Purchaser and the Funding Agent showing, as of such Sale Date, at least the information specified in Schedule 1 as to the ---------- Receivables to be sold, assigned, transferred and conveyed on such Sale Date; (d) since the Effective Date, no material adverse change has occurred in the overall rate of collection of the Receivables; and (e) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request; provided, however, that the failure of such Originator to satisfy any of the -------- ------- foregoing conditions shall not prevent such Originator from subsequently contributing Receivables originated by it, or purchased by it pursuant to a Receivables Purchase Agreement, upon satisfaction of all such conditions.