Common use of Conditions Precedent to Subsequent Payments Clause in Contracts

Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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 Receivables any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator 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 event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Eventis continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto 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 such Originator 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 such 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. BuyerThe SPE’s obligation to pay for Receivables coming into existence on any Purchased Receivable or to accept the contribution of any Contributed Receivable transferred hereunder after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit CSA; and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator 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 event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Eventis continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Purchased Receivable originated by any Originator (whether by payment of cash or through an increase in by offset of amounts owed to the amounts outstanding under such Originator’s Subordinated Note)Buyer) and/or credit to the Capital Account of the Contributed Value of any Contributed Receivable, title to such Receivable and the Related Security and Collections with respect thereto other related Receivables Assets shall vest in Buyerthe SPE, whether or not the conditions precedent to Buyerthe SPE’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Restatement Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit occurred; and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, . Each Originator represents and (c) 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 such Originator warrants that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such each Receivable came into existence as though made on and as of such date (or to the extent such representations and warranties specifically relate to an earlier date, then such representations and warranties were true, correct and complete in all material respects as of such earlier date); and (ii) no event has occurred and is continuing provided, however, that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for the Purchase Price in respect of any Receivables coming into existence on or after the applicable 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 Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator that such statements are then true): (ia) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (iib) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note)manner provided in Section 1.3, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfiedsatisfied or waived. The failure of such an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to (x) a right of Buyer to rescind the related purchase of the applicable Receivables and direct (y) an obligation of such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. 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 Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) the Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such the 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (iiiii) no event has occurred and is continuing that will constitute a Termination an Amortisation Event or an Unmatured Termination a Potential Amortisation Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated NoteNote or by set-off of amounts owed to the Buyer), 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 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 such the 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 such the 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or acquired by Seller after the applicable Purchase Date date hereof shall be subject to the further conditions precedent that: : (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator 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; PROVIDED, HOWEVER, that the preceding standard shall not apply to those representations and warranties which themselves contain materiality standards; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator Seller to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's ------------------------------------------- obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 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; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such the applicable Originator that such statements are then true): (i) the representations and warranties set forth in Article II 0 are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such the applicable Originator to pay to 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. Buyer’s 's obligation to pay any Originator for Receivables coming into existence on or after the applicable Purchase Date any Future Receivable originated by it shall be subject to the further conditions precedent that: (a) as of the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) applicable Purchase Date, Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (cb) 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 such the 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; PROVIDED THAT the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)Future Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to 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 such the applicable Originator to satisfy any of the foregoing conditions precedent, however, precedent shall give rise to a right of Buyer to rescind the related purchase Purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Amendment Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (ac) the Facility Termination Date shall not have occurred under the Credit occurred; and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, . Each Originator represents and (c) 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 such Originator warrants that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such each Receivable came into existence as though made on and as of such date (or to the extent such representations and warranties specifically relate to an earlier date, then such representations and warranties were true, correct and complete in all material respects as of such earlier date); and (ii) no event has occurred and is continuing provided, however, that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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 coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) the Buyer (or its assignsor, 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 (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon and subject to the applicable Originator's receipt of payment of the Purchase Price for any Receivable originated by any Originator (whether by payment Receivable, all of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)'s right, title to and interest in and under such Receivable and the 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 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 Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s Interface's obligation to pay for Receivables coming into existence on or after the applicable Purchase 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 Credit and Security Agreementoccurred; (b) Buyer Interface (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or through an increase in the and/or by offset of amounts outstanding under such Originator’s Subordinated Noteowed to Interface), title to such Receivable and the Related Security and Collections with respect thereto shall vest in BuyerInterface, whether or not the conditions precedent to Buyer’s Interface's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator any Original Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer Interface to rescind the related purchase of Receivables from such Original Seller and to direct such Originator Original Seller to pay to 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. Buyer’s obligation to pay each Originator for Receivables coming into existence on or after the applicable Purchase Date originated by such Originator shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the applicable Subordinated Note, and/or by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase from such Originator and direct such Originator to pay to 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. Buyer’s Each applicable Transferee's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Credit and Security 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 approvals, opinions or documents as it may reasonably request, ; and (cd) 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 such Originator the 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute constitutes a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment the applicable Purchase Date for a Receivable (prior to the occurrence of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Notea Termination Event), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyerthe applicable Transferee, whether or not the conditions precedent to Buyer’s such Transferee's obligation to pay for such Receivable were in fact satisfied. The failure satisfied and whether or not the Purchase Price has actually been paid as of such Originator date. If any Seller fails to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to Buyer, as the ultimate Transferee, may rescind the related purchase Purchase and direct such Originator BAI to pay to 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. Buyer’s Each applicable Transferee's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to the applicable Transferee and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyerthe applicable Transferee, whether or not the conditions precedent to Buyer’s such applicable Transferee's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer the applicable Transferee to rescind the related purchase and direct such Originator to pay to Buyer the 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Date purchase Receivables, Related Security and Collections shall be subject to the further 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 Credit and Security Agreement; (bc) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably requestrequest (provided that Buyer's obligation to purchase shall not be subject to receipt of such approval, and 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); (d) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.; and

Conditions Precedent to Subsequent Payments. BuyerPurchaser’s obligation to pay for Receivables coming into existence Contracts on or after the applicable any Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Purchase Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer 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, 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 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 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; and (iib) no event has occurred and is continuing that will constitute a Termination Event or an a Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator Contract (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated NoteNotes and/or by offset of amounts owed to Purchaser), title to such Receivable and Contract, the Related Security, the Related Security Documents and Collections with respect thereto shall vest in BuyerPurchaser, whether or not the conditions precedent to BuyerPurchaser’s obligation to pay for such Receivable Contract were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer Purchaser to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and to direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 the Originator of such Originator Receivable that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence originated by Seller on or and after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 such Originator Seller that such statements are then true): (i) the representations and warranties of Seller set forth in Article II are true and correct on and as of the date such Receivable came into existence was originated by Seller as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, if applicable, by offset of amounts owed to Buyer and or by acceptance of capital contributions, if applicable), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator Seller to pay to 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 obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) the Buyer (or its assignsor, 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 (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon and subject to the applicable Originator’s receipt of payment of the Purchase Price for any Receivable originated by any Originator (whether by payment Receivable, all of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)right, title to and interest in and under such Receivable and the 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 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 Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables each Receivable coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Credit and Security Loan Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)a Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure satisfied and whether or not the Purchase Price has actually been paid as of such date. If any Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of Buyer to rescind the related purchase Purchase and direct such the applicable Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator that such statements are then true):): 13 (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, and/or by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 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; PROVIDED, HOWEVER, that the preceding standard shall not apply to those representations and warranties which themselves contain materiality standards; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s Subordinated the Revolving Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; Agreement and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Date date hereof shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator IPCO that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator IPCO to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator IPCO to pay to 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 coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) the Buyer (or its assignsor, at any time the Credit and Security Agreement remains in effect, the Agent as the Buyer's assignee) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II ---------- are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon and subject to the applicable Originator's receipt of payment of the Purchase Price for any Receivable originated by any Originator (whether by payment Receivable, all of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)'s right, title to and interest in and under such Receivable and the 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 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 Buyer to rescind the related purchase and direct such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.this Agreement. ----------

Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Date purchase Receivables, Related Security and Collections shall be subject to the further 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 Credit and Security Agreement; (bc) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably requestrequest (provided that Buyer's obligation to purchase shall not be subject to receipt of such approval, and 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); (d) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 originated by any Originator (whether by payment of cash or through an increase arises and is transferred to Buyer in accordance with the amounts outstanding under such Originator’s Subordinated Note)provisions hereof, title to such Receivable and the Related Security and Collections with respect thereto shall vest in BuyerBuyer for purposes of collateral security (and each Originator hereby grants to Buyer a security interest therein for such purposes) for the repayment 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 Buyer’s 's obligation to pay for purchase such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Credit and Security Loan Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) ): the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) and no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)Eligible Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure satisfied and whether or not the Purchase Price has actually been paid as of such date. If Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of Buyer to rescind the related purchase Purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for continue to purchase Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Sale Price for any Receivable originated by any Originator (whether by payment of cash or through an increase in the by offset of amounts outstanding under such Originator’s Subordinated Noteowed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for purchase such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s 's Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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 purchased Receivables coming into existence on or after the applicable Purchase 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 the Credit and Security Agreement; occurred, (b) the Buyer and the Administrative Agent (or as its assignsassignee) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no No event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 cash, by offset of amounts owed to the Buyer, or through an increase in the amounts outstanding by other means permitted under such Originator’s Subordinated Notethis Agreement), title to such Receivable and the 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 such any 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 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable any Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (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, 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 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 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; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated NoteNotes and/or by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s Each applicable Transferee's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Credit and Security 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 approvals, opinions or documents as it may reasonably request, ; and (cd) 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 such Originator the 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute constitutes a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment the applicable Purchase Date for a Receivable (prior to the occurrence of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Notea Termination Event), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyerthe applicable Transferee, whether or not the conditions precedent to Buyer’s such Transferee's obligation to pay for such Receivable were in fact satisfied. The failure satisfied and whether or not the Purchase Price has actually been paid as of such Originator date. If any Seller fails to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to Buyer, as the ultimate Transferee, may rescind the related purchase Purchase and direct such Originator BAI to pay to 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. Buyer’s 's ------------------------------------------- obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article ------- II are true and correct on and as of the date such Receivable came -- into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Sale Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such the 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; and (ii) no event has occurred and is continuing that will constitute constitutes a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s a Subordinated Note, by offset of amounts owed to Buyer and/or by receipt of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such an Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to ------------------------------------------- pay for Receivables coming into existence on or after the applicable Purchase Date date hereof shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assignsand 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 (c) 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 such Originator that such statements are then true): (ia) the representations and warranties set forth in Article II are true and ---------- correct on and as of the date such Receivable came into existence as though made on and as of such date; and (iib) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II 2 are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s Originator's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer Originator (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or through an increase in the and/or by offset of amounts outstanding under such owed to Originator’s Subordinated Note), title to such Receivable and the Related Security and Collections with respect thereto shall vest in BuyerOriginator, whether or not the conditions precedent to Buyer’s Originator's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator any Original Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer Originator to rescind the related purchase of Receivables from such Original Seller and to direct such Originator Original Seller to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable any Purchase Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (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, 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 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 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; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated NoteNotes and/or by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence originated by Seller on or and after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 such Originator Seller that such statements are then true): (i) the representations and warranties of Seller set forth in Article II are true and correct on and as of the date such Receivable came into existence was originated by Seller as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, if applicable, by offset of amounts owed to Buyer), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator Seller to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator Seller to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator IPFS that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator IPFS to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator IPFS to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or originated by any Originator after the applicable Purchase 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 Credit and Security Transfer Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or through an increase in the amounts outstanding under such Originator’s Subordinated Note)Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) that the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured a Potential Termination Event. AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated NoteNotes, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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 Receivables any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Purchase Agreement; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, and (c) 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 such Originator 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 event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Eventis continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable originated by any Originator (whether by payment of cash or cash, through an increase in the amounts outstanding under such Originator’s a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto 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 such Originator 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 such 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. Buyer’s SPV's obligation to pay for Receivables coming into existence on or after the applicable Purchase 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 Credit and Security Agreementoccurred; (b) Buyer SPV (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator Interface that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to SPV and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in BuyerSPV, whether or not the conditions precedent to Buyer’s SPV's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator Interface to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer SPV to rescind the related purchase and to direct such Originator Interface to pay to 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. Buyer’s obligation to pay for Receivables each Receivable coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Commitment Termination Date shall not have occurred under the Credit and Security Loan Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, ; and (c) 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 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 on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event. Notwithstanding the foregoing conditions precedent, upon payment of the applicable Purchase Price Date for any Receivable originated by any Originator (whether by payment of cash or through an increase in the amounts outstanding under such Originator’s Subordinated Note)a Receivable, title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure satisfied and whether or not the Purchase Price has actually been paid as of such date. If any Originator fails to satisfy any of the foregoing conditions precedent, however, Buyer shall give rise to a right of Buyer to rescind the related purchase Purchase and direct such the applicable Originator to pay to 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. Buyer’s obligation to pay for Receivables coming into existence on or after the applicable Purchase Amendment Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or an Unmatured 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to 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. Buyer’s 's obligation to pay for Receivables coming into existence on or after the applicable Purchase Initial Cutoff Date shall be subject to the further conditions precedent that: that (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreementoccurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request, request and (c) 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 such Originator that such statements are then true): (i) the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and (ii) no event has occurred and is continuing that will constitute a Termination Event or 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 or cash, through an increase in the amounts outstanding under such Originator’s the Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s 's obligation to pay for such Receivable were in fact satisfied. The failure of such Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.