Common use of Conditions Precedent to the Purchase Clause in Contracts

Conditions Precedent to the Purchase. (a) The Purchase hereunder is subject to the conditions precedent (i) that the Deal Agent shall have received on or before the Closing Date the items listed in SCHEDULE I, each (unless otherwise indicated) dated as of such date, in form and substance satisfactory to the Deal Agent and the Purchaser, (ii) that all fees and expenses required to be paid prior to the Purchase pursuant to the Fee Letter have been paid, (iii) on and as of the Closing Date, the Purchase Price is less than or equal to the remainder of the Eligible Receivables Balance MINUS the Yield Reserve, and (iv) each of S&P, ▇▇▇▇▇'▇ and DCR shall have delivered written confirmation to the Deal Agent to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings of the Commercial Paper. (b) The Purchase from the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing Date, the Servicer shall have delivered to the Deal Agent, in each case in form and substance satisfactory to the Deal Agent, a completed Monthly Asset Report dated as of November 30, 1998, and containing such additional information as may be reasonably requested by the Deal Agent; (ii) on the date of the Purchase the following statements shall be true and the Seller by accepting the Purchase Price shall be deemed to have certified that: (A) The representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, (B) No event has occurred and is continuing, or would result from the Purchase which constitutes a Trigger Event, (C) On and as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Purchaser in accordance with the provisions hereof. and (iii) the Deal Agent shall have received such other approvals, opinions or documents as the Deal Agent may reasonably request.

Conditions Precedent to the Purchase. (a) The making of the Purchase hereunder is subject to the following conditions precedent precedent: (ia) that The Bankruptcy Court shall have entered an order or orders confirming the Deal Plan of Reorganization, such order or orders shall have not been judicially stayed and such order or orders shall be satisfactory in form and substance to the Program Agent. (b) The Parent shall not have waived any material condition of the Plan of Reorganization without the consent of the Program Agent and all material changes and deviations in the Plan of Reorganization from the Current Plan shall be satisfactory in form and substance to the Program Agent. (c) The Plan of Reorganization shall be substantially consummated (or will be substantially consummated with the distributions required to be made with the proceeds of the drawings under the Credit Agreement and the proceeds of the Purchases under the Transaction Documents). (d) The Program Agent shall have received on or before the Closing Purchase Date the items listed in SCHEDULE Ifollowing, each dated such date (unless otherwise indicated) dated as of such datespecified), in form and substance satisfactory to the Deal Agent Program Agent: (i) Certified copies of the resolutions of the Board of Directors of the Parent, the Servicer, each other Originator, the Transferor and the PurchaserTrustee approving each Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to each Transaction Document. (ii) that all fees A copy of (A) the charter of the Parent, the Servicer, each other Originator and expenses required to be paid prior to the Transferor and each amendment thereto, certified (as of a date reasonably near the Purchase pursuant to Date) by the Fee Letter have been paid, Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof and (B) a certified true and correct copy of the charter of the Parent as filed with the Secretary of State of Ohio on the Purchase Date. SERIES 1997-1 LOAN AGREEMENT (iii) A copy of a certificate of the Secretary of State of the jurisdiction of its incorporation, dated reasonably near the Purchase Date, certifying that (A) the Transferor has paid all franchise taxes to the date of such certificate and (B) the Parent, the Servicer, each other Originator and the Transferor are in good standing under the laws of the jurisdiction of its incorporation. (iv) A certificate of the Parent, the Servicer, each other Originator and the Transferor, signed on behalf of the Parent, the Servicer, each other Originator and the Transferor, respectively, by its President or a Vice President, dated the Purchase Date (the statements made in which certificate shall be true on and as of the Closing Purchase Date), certifying as to (A) the absence of any amendments to its charter since the date of the certificate referred to in Section 4.01(d)(ii), (B) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the Purchase Date, (C) its due incorporation and good standing as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for its dissolution or liquidation, (D) the truth of its representations and warranties contained in the Transaction Documents as though made on and as of the Purchase Price is less than Date and (E) the absence of any event occurring and continuing, or equal to resulting from the remainder Purchase, that constitutes, or with notice or the lapse of time would constitute, an Early Amortization Event or a Termination Event (as defined in the Purchase Agreements). (v) A certificate of the Eligible Receivables Balance MINUS Secretary or an Assistant Secretary (or, in the Yield Reservecase of the Trustee, an Assistant Treasurer) of the Parent, the Servicer, each other Originator, the Transferor and the Trustee certifying the names and true signatures of the officers of the Parent, the Servicer, each other Originator, the Transferor and the Trustee, respectively, authorized to sign the Transaction Documents to which such Person is a party and any other documents contemplated hereunder or thereunder, and appropriately evidencing the incumbency of such officers and such Secretary or Assistant Secretary. (ivvi) each A certificate of S&Pthe Trustee, signed on its behalf by its President or a Vice President or any Assistant Treasurer, dated the Purchase Date (the statements made in which certificate shall be true on and as of the Purchase Date), certifying as to (A) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the Purchase Date and (B) the due authentication of the Collateral Investor Certificates. (vii) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & Pogu▇, ▇▇▇'▇ unsel for the Parent, the Servicer, each other Originator and DCR shall have delivered written confirmation the Transferor, in form and SERIES 1997-1 LOAN AGREEMENT substance satisfactory to the Deal Agent Program Agent, which shall include, without limitation, (A) an opinion as to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings perfection of the Commercial Papertransfers of the Receivables, (B) an opinion as to enforceability and (C) a general corporate opinion. (bviii) The Purchase from A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & Pogu▇, ▇▇unsel for the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing DateParent, the Servicer shall have delivered to Servicer, each other Originator and the Deal AgentTransferor, in each case in form and substance satisfactory to the Deal Program Agent, which shall include (A) a completed Monthly Asset Report dated "true sale" opinion with respect to the sales of Receivables from each Originator to the Transferor or another Originator, as of November 30, 1998the case may be, and containing such additional information (B) an opinion relating to the likelihood of a substantive consolidation of any Originator with the Transferor. (ix) A favorable opinion of Jone▇, ▇▇y, Reav▇▇ & Pogu▇, ▇▇unsel for the Parent, the Servicer, each other Originator and the Transferor, in form and substance acceptable to the Program Agent, with regard to tax matters, including Federal, Ohio and New York tax matters and to the effect set forth in the first sentence of Section 3.07 of the Pooling and Servicing Agreement. (x) A favorable opinion of Sewa▇▇ & ▇iss▇▇, ▇▇unsel for the Trustee, in form and substance satisfactory to the Program Agent. (xi) A favorable opinion of Shearman & Sterling, counsel for the Program Agent, in form and substance satisfactory to the Program Agent. (xii) Stamped-receipt copies or other evidence of filing of proper financing statements covering the Receivables, naming the applicable Originator as seller/debtor, the Transferor or another Originator, as the case may be, as purchaser/secured party and the Trustee or Transferor, as the case may be, as assignee, or other similar instruments or documents, as may be reasonably requested necessary or, in the opinion of the Program Agent, desirable under the UCC of any appropriate jurisdiction or other applicable law to perfect Chargit's and the Transferor's respective first priority interests in the Receivables and the assignment thereof by the Deal Agent; Transferor to the Trustee. (iixiii) on Stamped-receipt copies or other evidence of filing of proper financing statements covering the date Receivables and the other Trust Assets, naming the Transferor as seller/debtor and the Trustee as purchaser/secured party, or other similar instruments or documents, as may be necessary or, in the opinion of the Purchase Program Agent, desirable under the following UCC of any appropriate jurisdiction or other applicable law to perfect the Trustee's first priority interest in the Trust Assets. (xiv) Copies of proper financing statements shall (Form UCC-3) and other documents to be true and the Seller by accepting duly filed on or about the Purchase Price shall be deemed Date, if any, necessary to have certified that:release all security interests and other rights of any Person in the Receivables granted by any Originator or the Transferor other than to the Trustee or the secured parties under the Collateral Documents (as defined in the Credit Agreement). (Axv) Certified copies of completed requests for information or a similar search report certified by a party acceptable to the Program Agent dated a date reasonably near the Purchase Date, listing all effective financing statements which name as debtor any Originator or the Transferor (under such Originator's or Transferor's present name and any previous name) and which are filed in the jurisdictions in which filings were made pursuant to Sections 4.01(d)(xii) and 4.01(d)(xiii) together with copies of such financing statements (none of which (except those with respect to which releases have been obtained pursuant to Section 4.01(d)(xiv) above) shall cover any property which may be Receivables or Collections). (xvi) A Collection Account Letter substantially in the form of Exhibit E to the Pooling and Servicing Agreement, in respect of each Collection Account maintained by the Servicer, duly executed by each Person with whom such Collection Account is maintained. (xvii) An executed subordinated note substantially in the form of Exhibit A to the Purchase Agreement between the Transferor and Chargit, to be delivered by the Transferor to Chargit. (xviii) The representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, (B) No event has occurred and is continuingCollateral Investor Certificates, or would result from the Purchase which constitutes a Trigger Event, (C) On and as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Purchaser delivered in accordance with the provisions hereof. of Section 2.01(c). (xix) Evidence that all bank accounts required to be established and (iii) the Deal Agent maintained under any Transaction Document shall have received such other approvals, opinions or documents as been established. (xx) Each Transaction Document duly executed by each party thereto. (xxi) Evidence of payment of all related fees and expenses then due and payable in connection with the Deal Agent may reasonably request.Transaction Documents. SERIES 1997-1 LOAN AGREEMENT

Conditions Precedent to the Purchase. (a) 1. The making of the Purchase hereunder is subject to the following conditions precedent precedent: (i) that the Deal Agent Seller shall have received on furnished to the Program Agent an opinion or before opinions of Br▇▇▇ & Wo▇▇ ▇LP, counsel for the Closing Seller, dated the Purchase Date the items listed in SCHEDULE I, each (unless otherwise indicated) dated as of such date, and satisfactory in form and substance satisfactory to the Deal Program Agent, as to certain corporate and bankruptcy matters and such matters as the Program Agent and the Purchaser, may reasonably require; (ii) that all fees and expenses required to be paid prior the Seller shall have furnished to the Program Agent an opinion of Br▇▇▇ & Wood LLP, counsel for the Seller, dated the Purchase pursuant Date and satisfactory in form and substance to the Fee Letter have been paidProgram Agent, as to federal income tax consequences with respect to the Class A Certificates and the Trust; (iii) on and as of the Closing Date, the Purchase Price is less than or equal Seller shall have furnished to the remainder Program Agent an opinion of the Eligible Receivables Balance MINUS the Yield Reserve, and (iv) each of S&P, Dy▇▇▇▇ ▇o▇▇▇▇▇'▇ , counsel for the Seller, dated the Purchase Date and DCR shall have delivered written confirmation to the Deal Agent to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings of the Commercial Paper. (b) The Purchase from the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing Date, the Servicer shall have delivered to the Deal Agent, in each case satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust; (iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (v) the Seller shall have furnished to the Program Agent an opinion of Ba▇▇▇ & Mc▇▇▇▇▇▇, Canadian counsel for Federal-Mogul Canada Limited, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (vi) the Program Agent shall have received an opinion of counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to such matters as the Program Agent may reasonably require; (vii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, which such certificate shall state, among other things, that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (viii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of each Receivables Seller, which such certificate shall state, among other things, that the representations and warranties of such Receivables Seller contained in the applicable Receivables Purchase Agreement are true and correct, and the Receivables Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (ix) the Purchaser shall have received evidence satisfactory to it that, on or before the Deal AgentPurchase Date, a completed Monthly Asset Report dated as (a) amended UCC-1 financing statements have been or are being filed in the office of November 30the Secretary of State of the State of Michigan reflecting the grant of the security interest in the Receivables by the Sellers named in the Receivable Purchase Agreements to the Seller and the grant of the security interest by the Seller in the Trust Assets to the Trustee, 1998for the benefit of the Class A Certificateholders and (b) UCC-1 continuation statements have been filed in the applicable jurisdictions; (x) no Early Amortization Event or Servicer Default, and containing no event that (a) if notice of such additional information as may event were given or (b) after a specified amount of time had elapsed would become an Early Amortization Event or Servicer Default, shall have occurred and be reasonably requested continuing; (xi) the Revolving Period shall not have ended and an Early Amortization Period shall not have occurred and be continuing; (xii) any and all representations and warranties made by the Deal Agent; (ii) on Seller and by the date of Servicer in this Agreement, the Purchase Pooling and Servicing Agreement and the following statements Series 1997-1 Supplement shall be true and correct in all material respects, as if repeated on such date with respect to the Seller by accepting the Purchase Price shall be deemed to have certified that:facts and circumstances then existing; (Axiii) The any and all representations and warranties contained made by each Receivables Seller in SECTION 4.01 are the applicable Receivables Purchase Agreement shall be true and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiv) the Pooling and Servicing Agreement, Series 1997-1 Supplement and Receivables Purchase Agreements shall be in full force and effect; (xv) after making the Purchase or funding such Increase, the Class A Invested Amount shall not exceed the Class A Purchase Limit; and (xvi) the Program Agent shall have received by 12:00 noon (New York City time), on the Business Day immediately preceding the Purchase Date or the date of such Increase (a) in the case of the Purchase, the Distribution Date Statement relating to the Distribution Date in February 1997 and (b) in the case of any Increase, a certificate of the Servicer delivered pursuant to Section 5.03 of the Series 1997-1 Supplement dated as of such day as though made Business Day, which shall be prepared on a pro forma basis and as of such date, shall show that the Servicer is in compliance with the Pooling and Servicing Agreement and the Series 1997-1 Supplement (B) No event has occurred and is continuing, or would result from the Purchase which constitutes a Trigger Event, (C) On and as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of Purchase or such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Purchaser in accordance with the provisions hereof. and (iii) the Deal Agent shall have received such other approvals, opinions or documents as the Deal Agent may reasonably requestIncrease).

Conditions Precedent to the Purchase. (a) The making of the Purchase hereunder is subject to the following conditions precedent precedent: (i) that the Deal Agent Seller shall have received on or before furnished to the Closing Purchaser an opinion of Bake▇ & ▇ott▇, ▇.L.P., counsel for the Seller, dated the Purchase Date the items listed in SCHEDULE I, each (unless otherwise indicated) dated as of such date, and satisfactory in form and substance satisfactory to the Deal Agent and the Purchaser, as to such matters as the Purchaser may reasonably require; (ii) that all fees and expenses required to be paid prior the Seller shall have furnished to the Purchase pursuant to the Fee Letter have been paid, (iii) on and as Purchaser an opinion of the Closing Date, the Purchase Price is less than or equal to the remainder of the Eligible Receivables Balance MINUS the Yield Reserve, and (iv) each of S&P, Thom▇▇ ▇. ▇▇▇▇▇'▇ , ▇▇unsel for the Seller, dated the Purchase Date and DCR shall have delivered written confirmation to the Deal Agent to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings of the Commercial Paper. (b) The Purchase from the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing Date, the Servicer shall have delivered to the Deal Agent, in each case satisfactory in form and substance satisfactory to the Deal AgentPurchaser, a completed Monthly Asset Report dated as of November 30, 1998, and containing such additional information as may be reasonably requested by the Deal Agent; (ii) on the date of the Purchase the following statements shall be true and the Seller by accepting the Purchase Price shall be deemed to have certified that: (A) The representations and warranties contained in SECTION 4.01 are correct on and as of such day as though made on and as of such date, (B) No event has occurred and is continuing, or would result from the Purchase which constitutes a Trigger Event, (C) On and as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by matters as the Purchaser in accordance with the provisions hereof. and may reasonably require; (iii) the Deal Agent Purchaser shall have received an opinion of Brow▇ & Wood, counsel for the Purchaser, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such other approvals, opinions or documents matters as the Deal Agent Purchaser may reasonably request.require; (iv) the Purchaser shall have received an opinion of in-house counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Purchaser may reasonably require; (v) the Purchaser shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller in which such officer shall state that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date; (vi) the Purchaser shall have received evidence satisfactory to it that, on or before the Purchase Date, UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Texas reflecting the grant of the security interest by the Originators in the Receivables to the Transferor and the grant of the security interest by the Transferor in the Trust Assets to the Trustee, for the benefit of the Certificateholders; (vii) the Class A Certificates shall have been rated "AAA" by S&P and DCR;