Common use of Conditions Precedent to Subsequent Payments Clause in Contracts

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date shall be subject to the conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no Termination Event is continuing. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence on or after the Initial Cutoff applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash, cash or through an increase in the amounts outstanding under a such Originator’s Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The BuyerSPE’s obligation to pay for any Purchased Receivable or to accept the contribution of any Contributed Receivable coming into existence transferred hereunder after the Initial Cutoff Date shall be subject to the conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase AgreementCSA; and (b) on the date such Receivable came into existenceis transferred hereunder, the following statements shall be true (and acceptance of the proceeds of any payment for such Purchased Receivable (or acceptance of the contribution of any Contributed Receivable) shall be deemed a representation and warranty by each of the Originators TPNA that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no Termination Event is continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Purchased Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, cash or by offset of amounts owed to the Buyer Buyer) and/or by offset credit to the Capital Account of capital contributions)the Contributed Value of any Contributed Receivable, title to such Receivable and the other related Receivables Assets shall vest in the BuyerSPE, whether or not the conditions precedent to the BuyerSPE’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution Purchase Price in respect of any Contributed Receivable coming into existence after the Initial Cutoff Receivables on any Purchase Date shall be subject to the satisfaction or waiver by Buyer of the further conditions precedent that: (a) as of such Purchase Date, the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer shall have received such other approvals, opinions or documents as it may reasonably request, and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (ia) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (iib) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)manner provided in Section 1.3, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfiedsatisfied or waived. The failure of any of the Originators an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to (x) a right of the Buyer to rescind the related purchase and direct of the applicable Receivables and (y) an obligation of such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with received by it in respect to any Receivables related theretoof such Receivables.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Restatement Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; and (b) on the date Buyer (or its assigns) shall have received such Receivable came into existenceother approvals, the following statements shall be true (opinions or documents as it may reasonably request. Each Originator represents and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators warrants that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such each Receivable came into existence as though made on and as of such date (except or to the extent such representations and warranties refer specifically relate to an earlier date, in which case they shall be true then such representations and warranties were true, correct and complete in all material respects as of such earlier date); and (ii) no Termination Event is continuing. Notwithstanding provided, however, that 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Upon acceptance by the Buyer of the offer made in an Offer Notice by payment of the Purchase Price by the Buyer in accordance with Clause 2.3, the Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under occurred; (b) the Purchase Agreement; Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the Originator has complied with all of its reporting and other obligations under this Deed; (ii) the representations and warranties set forth out in Article II Clause 3 are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (iiiii) no Termination event has occurred and is continuing that will constitute an Amortisation Event is continuingor a Potential Amortisation Event. 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 a the Subordinated Note, Note or by offset set-off of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), the offer made in an Offer Notice delivered pursuant to Clause 2.1(a) shall have been accepted by the Buyer and title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's ------------------------------------------- obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true ---------- and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s SPV's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) SPV (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Interface that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer SPV and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the BuyerSPV, whether or not the conditions precedent to the Buyer’s SPV's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Interface to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer SPV to rescind the related purchase and to direct the applicable Originator Interface to pay to the Buyer SPV an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's ------------------------------------------- obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article ------- II are true and correct in all material respects on and as of the date such Receivable came -- into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence Receivables originated by Seller on and after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existencewas originated by Seller, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Seller that such statements are then true): (i) the representations and warranties of Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence was originated by Seller as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, if applicable, by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator Seller to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables that are related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed each Receivable coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Loan Agreement; (b) Buyer (or its assigns) shall have received such other documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)Receivable, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfiedsatisfied and whether or not the Purchase Price has actually been paid as of such date. The failure of If any of the Originators Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of the Buyer to rescind the related purchase Purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Receivables related theretoincluded in such Purchase.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) the Buyer (or, at any time the Credit and Security Agreement remains in effect, the Administrative Agent as the Buyer's assignee) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingEvent. Notwithstanding the foregoing conditions precedent, upon and subject to the applicable Originator's receipt of payment of the Purchase Price for any Receivable (whether by payment Receivable, all of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)such Originator's right, title to and interest in and under such Receivable and the other related Receivables Assets Related Security with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedentprecedent may, however, shall give rise to a right claim for indemnity under Article VI of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related theretothis Agreement.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence Receivables originated by Seller on and after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existencewas originated by Seller, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Seller that such statements are then true): (i) the representations and warranties of Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence was originated by Seller as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, if applicable, by offset of amounts owed to the Buyer and/or and or by offset acceptance of capital contributions, if applicable), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator Seller to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables that are related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Loan Agreement; (b) Buyer (or its assigns) shall have received such other documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) ): the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations date; and warranties refer to an earlier date, in which case they shall be true no event has occurred and correct in all material respects as of such earlier date); and (ii) no is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)Eligible Receivable, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfiedsatisfied and whether or not the Purchase Price has actually been paid as of such date. The failure of any of the Originators If Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of the Buyer to rescind the related purchase Purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Eligible Receivables related thereto.included in such Purchase. COVENANTS

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators applicable Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that constitutes a Termination Event is continuingEvent. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset receipt of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed each Receivable coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Loan Agreement; (b) Buyer (or its assigns) shall have received such other documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)Receivable, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfiedsatisfied and whether or not the Purchase Price has actually been paid as of such date. The failure of If any of the Originators Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of the Buyer to rescind the related purchase Purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Receivables related theretoincluded in such Purchase.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and to direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each the Originator of the Originators such Receivable that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s Interface's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Interface (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment by any Original Seller for such Receivable shall be deemed a representation and warranty by each of the Originators such Original Seller that such statements are then true): (i) the representations and warranties of such Original Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a Subordinated Note, cash and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsInterface), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the BuyerInterface, whether or not the conditions precedent to the Buyer’s Interface's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Original Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer Interface to rescind the related purchase of Receivables from such Original Seller and to direct the applicable Originator such Original Seller to pay to the Buyer Interface an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s Each applicable Transferee's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Loan Agreement; (b) Buyer (and the Administrative Agent as its pledgee) shall not have received written notice that the indebtedness under the Bowater Credit Agreement has been accelerated (it being understood that this condition precedent cannot be waived by Buyer or its assigns); (c) Buyer (or its assigns) shall have received such other documents as it may reasonably request; and (bd) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators applicable Seller that such statements are then true): (i) the representations and warranties of such Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that constitutes a Termination Event is continuingEvent. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any a Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed prior to the Buyer and/or by offset occurrence of capital contributionsa Termination Event), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyerapplicable Transferee, whether or not the conditions precedent to the Buyer’s such Transferee's obligation to pay for such Receivable were in fact satisfiedsatisfied and whether or not the Purchase Price has actually been paid as of such date. The failure of If any of the Originators Seller fails to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer, as the Buyer to ultimate Transferee, may rescind the related purchase Purchase and direct the applicable Originator BAI to pay to the Buyer (and BAI may, in turn direct Bowater to pay to BAI) an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Receivables related theretoincluded in such Purchase.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable continue to purchase Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date any such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Sale Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, cash or by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for purchase such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Sale Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence on or after the Initial Cutoff applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true):): 13 (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash, cash or through an increase in the amounts outstanding under a such Originator’s Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date purchase Receivables, Related Security and Collections shall be subject to the conditions precedent that: : (a) Buyer shall have been capitalized with the Initial Contributed Receivables; (b) the Facility Termination Date shall not have occurred under the Purchase Credit Agreement; (c) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request (provided that Buyer's obligation to purchase shall not be subject to receipt of such approval, opinion or document requested pursuant to this clause (c) unless reasonable prior notice has been given to Buyer and such approval, opinion or document has not been received on or before the Settlement Date next succeeding the date of such request); (bd) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event; and (e) Buyer shall have received on or before the Initial Funding Date those documents listed on Schedule A hereto and identified therein as to be received on or before the Initial Funding Date. Notwithstanding the foregoing conditions precedent, upon payment of on and after the Purchase Price for any Initial Funding Date, on the date each Receivable (whether by payment of cash, through an increase arises and is transferred to Buyer in accordance with the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)provisions hereof, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in Buyer for purposes of collateral security (and each Originator hereby grants to Buyer a security interest therein for such purposes) for the Buyerrepayment to Buyer of any and all funds of Buyer received by such Originator at any time to the extent such funds did not constitute either (i) Purchase Price payments owed to such Originator by Buyer or (ii) payments permitted by the terms of the Transaction Documents in respect of the principal of, or interest on, any Subordinated Loan owed by Buyer to such Originator, such title to vest in Buyer for such purposes whether or not the conditions precedent to the Buyer’s 's obligation to pay for purchase such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators IPFS that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators IPFS to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator IPFS to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay any Originator for any Purchased Future Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date originated by it shall be subject to the further conditions precedent that: (a) as of the Facility Termination Date applicable Purchase Date, Buyer (or its assigns) shall not have occurred under the Purchase Agreement; received such other documents as it may reasonably request and (b) on as of the date such Receivable came into existenceapplicable Purchase Date, the following statements shall be true (and acceptance of the proceeds of any payment for such Future Receivable shall be deemed a representation and warranty by each of the Originators applicable Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Future Receivable came into existence as though made on and as of such date (except date; PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to the extent such representations and warranties refer to an earlier date, in any representation or warranty which case they shall be true and correct in all material respects as of such earlier date)itself contains a materiality threshold; and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)Future Receivable, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The satisfied and whether or not the Purchase Price has actually been paid as of such date; PROVIDED, HOWEVER, that failure of any of the Originators applicable Originator to satisfy any of the foregoing conditions precedent, however, precedent shall give rise to a right of the Buyer to rescind the related purchase Purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Future Receivables related theretoincluded in such Purchase.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Amendment Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the applicable Initial Cutoff Date shall be subject to the conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no Termination Event is continuing. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s Each applicable Transferee's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer applicable Transferee and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyerapplicable Transferee, whether or not the conditions precedent to the Buyer’s such applicable Transferee's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer applicable Transferee to rescind the related purchase and direct the applicable such Originator to pay to the Buyer applicable Transferee an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II 2 are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Sale Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Sale Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (ac) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; and (b) on the date Buyer (or its assigns) shall have received such Receivable came into existenceother approvals, the following statements shall be true (opinions or documents as it may reasonably request. Each Originator represents and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators warrants that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such each Receivable came into existence as though made on and as of such date (except or to the extent such representations and warranties refer specifically relate to an earlier date, in which case they shall be true then such representations and warranties were true, correct and complete in all material respects as of such earlier date); and (ii) no Termination Event is continuing. Notwithstanding provided, however, that 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.. -ll-

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to ------------------------------------------- pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date date hereof shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (and the Collateral Agent and each Co-Agent, as Buyer's assignees) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and the acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (ia) the representations and warranties set forth in Article II are true and ---------- correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (iib) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s Each applicable Transferee's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Purchase Loan Agreement; (b) Buyer (and the Administrative Agent as its pledgee) shall not have received written notice that the indebtedness under the Bowater Credit Agreement has been accelerated (it being understood that this condition precedent cannot be waived by Buyer or its assigns); (c) Buyer (or its assigns) shall have received such other documents as it may reasonably request; and (bd) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators applicable Seller that such statements are then true): (i) the representations and warranties of such Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that constitutes a Termination Event is continuingEvent. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any a Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed prior to the Buyer and/or by offset occurrence of capital contributionsa Termination Event), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyerapplicable Transferee, whether or not the conditions precedent to the Buyer’s such Transferee's obligation to pay for such Receivable were in fact satisfiedsatisfied and whether or not the Purchase Price has actually been paid as of such date. The failure of If any of the Originators Seller fails to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer, as the Buyer to ultimate Transferee, may rescind the related purchase Purchase and direct the applicable Originator BAI to pay to the Buyer (and BAI and Lake Superior may, in turn direct their applicable Sellers to pay to them) an amount equal to the Purchase Price payment that shall have been payment, if any, made with respect to any the Receivables related theretoincluded in such Purchase.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date purchase Receivables, Related Security and Collections shall be subject to the conditions precedent that: : (a) Buyer shall have been capitalized with the Initial Contributed Receivables; (b) the Facility Termination Date shall not have occurred under the Purchase Credit Agreement; (c) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request (provided that Buyer's obligation to purchase shall not be subject to receipt of such approval, opinion or document requested pursuant to this clause (c) unless reasonable prior notice has been given to Buyer and such approval, opinion or document has not been received on or before the Settlement Date next succeeding the date of such request); (bd) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through or an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.Unmatured Termination Event; and

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence Receivables acquired by Seller after the Initial Cutoff Date date hereof shall be subject to the further conditions precedent that: : (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existenceis acquired by Seller under the First Step Receivables Sale Agreement, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Seller that such statements are then true): (i) the representations and warranties set forth in Article ARTICLE II are true and correct in all material respects on and as of the date such Receivable came into existence was acquired by Seller as though made on and as of such date (except date; PROVIDED, HOWEVER, that the preceding standard shall not apply to the extent such those representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)themselves contain materiality standards; and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator Seller to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators applicable Originator that such statements are then true): (i) the representations and warranties set forth in Article II 0 are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingEvent. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The BuyerPurchaser’s obligation to pay for Contracts on any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Purchase Termination Date shall not have occurred under the Purchase Agreementoccurred; and (b) Purchaser (or its assigns) shall have received the notice required pursuant to Section 2.2, and such other approvals, opinions or documents as it may reasonably request and (c) on the date Purchase Date for such Receivable came into existenceContracts, the following statements shall be true (and acceptance of the proceeds by any Originator of any payment for such Receivable Contract shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (ia) the representations and warranties of such Originator set forth in Article II IV are true and correct in all material respects on and as of such Purchase Date (and after giving effect to the date such Receivable came into existence Purchase consummated thereon) as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (iib) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable Contract (whether by payment of cash, through an increase in the amounts outstanding under a the Subordinated Note, Notes and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsPurchaser), title to such Receivable Contract, the Related Security, the Related Security Documents and the other related Receivables Assets Collections with respect thereto shall vest in the BuyerPurchaser, whether or not the conditions precedent to the BuyerPurchaser’s obligation to pay for such Receivable Contract were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer Purchaser to rescind the related purchase and direct the applicable such Originator to pay to the Buyer Purchaser an amount equal to the Purchase Price payment that shall have been made paid with respect to any Receivables Contracts related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds by any Originator of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT 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 a the Subordinated NoteNotes, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Amendment Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for Receivables on any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; and (b) Buyer (or its assigns) shall have received the notice required pursuant to Section 1.1(a)(ii), an executed Sale Assignment and such other approvals, opinions or documents as it may reasonably request and (c) on the date Purchase Date for such Receivable came into existenceReceivables, the following statements shall be true (and acceptance of the proceeds by any Originator of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of such Purchase Date (and after giving effect to the date such Receivable came into existence Purchase consummated thereon) as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, Notes and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made paid with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay each Originator for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date Receivables originated by such Originator shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash, through an increase in the amounts outstanding under a the applicable Subordinated Note, and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase from such Originator and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article ARTICLE II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except date; PROVIDED, HOWEVER, that the preceding standard shall not apply to the extent such those representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date)themselves contain materiality standards; and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a Subordinated the Revolving Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit Agreement; Buyer shall have received such other approvals, opinions or documents as it may reasonably request and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for Receivables originated by any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence Originator after the its Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination no Amortization Date with respect to all Groups shall not have occurred under the Purchase Transfer Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)Receivable, title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been was made with respect to any Receivables related thereto (but without duplication of any Purchase Price Credit previously received by Buyer with respect thereto).

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the applicable Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) the Buyer (or, at any time the Credit and Security Agreement remains in effect, the Administrative Agent as the Buyer’s assignee) shall have received such other approvals, opinions or documents as it may reasonably request; and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingEvent. Notwithstanding the foregoing conditions precedent, upon and subject to the applicable Originator’s receipt of payment of the Purchase Price for any Receivable (whether by payment Receivable, all of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions)such Originator’s right, title to and interest in and under such Receivable and the other related Receivables Assets Related Security with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedentprecedent may, however, shall give rise to a right claim for indemnity under Article VI of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related theretothis Agreement.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable purchased Receivables coming into existence after the Initial Cutoff close of business on the Cut-Off Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under occurred, (b) the Purchase Agreement; Buyer and the Administrative Agent (as its assignee) shall have received such other approvals, opinions or documents as it may reasonably request, and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators that such statements are then true): (i) the Such Originator’s representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no No event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a Subordinated Note, by offset of amounts owed to the Buyer and/or Buyer, or by offset of capital contributionsother means permitted under this Agreement), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto, subject to Section 1.4.

Conditions Precedent to Subsequent Payments. The Buyer’s Originator's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; (b) Originator (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment by any Original Seller for such Receivable shall be deemed a representation and warranty by each of the Originators such Original Seller that such statements are then true): (i) the representations and warranties of such Original Seller set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a Subordinated Note, cash and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsOriginator), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the BuyerOriginator, whether or not the conditions precedent to the Buyer’s Originator's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Original Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer Originator to rescind the related purchase of Receivables from such Original Seller and to direct the applicable Originator such Original Seller to pay to the Buyer Originator an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for Receivables on any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Purchase Agreementoccurred; and (b) :Buyer (or its assigns) shall have received the notice required pursuant to Section 1.1(a)(ii), an executed Sale Assignment and such other approvals, opinions or documents as it may reasonably request and (c) on the date Purchase Date for such Receivable came into existenceReceivables, the following statements shall be true (and acceptance of the proceeds by any Originator of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties of such Originator set forth in Article II are true and correct in all material respects on and as of such Purchase Date (and after giving effect to the date such Receivable came into existence Purchase consummated thereon) as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor a Potential Termination Event. 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 a the Subordinated Note, Notes and/or by offset of amounts owed to the Buyer and/or by offset of capital contributionsBuyer), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made paid with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s 's obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash, cash or through an increase in the amounts outstanding under a such Originator's Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence on or after the Initial Cutoff applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; Credit and Security Agreement and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash, cash or through an increase in the amounts outstanding under a such Originator’s Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable such Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable Receivables coming into existence after the Initial Cutoff Date date hereof shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (bc) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators IPCO that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (ii) no event has occurred and is continuing that will constitute a Termination Event is continuingor an Unmatured Termination Event. 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 a the Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets Related Security and Collections with respect thereto shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators IPCO to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator IPCO to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.