Common use of Conditions Precedent on All Transfer Dates Clause in Contracts

Conditions Precedent on All Transfer Dates. Each purchase of a Purchased Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider and the Purchaser shall have agreed upon the terms of such purchase and also that: (a) The Provider shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two Business Days prior to such Transfer Date, in form and substance satisfactory to the Purchaser: (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on or prior to the most recent Batching Time preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased on such Transfer Date, directing such Obligors to make payment to the address and account designated in the Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider shall be deemed a representation and warranty by the Provider that such statements are then true): (i) the representations and warranties contained in Exhibit III are correct on and as of the date of such purchase as though made on and as of such date except to the extent made with respect to an earlier date, and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master Servicer. (d) The Purchaser shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III

Conditions Precedent on All Transfer Dates. Each purchase of a Purchased Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider and the Purchaser shall have agreed upon the terms of such purchase and also that: (a) The Each Provider shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two Business Days on or prior to such Transfer Date, in form and substance satisfactory to the Purchaser: (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on or prior to the most recent Batching Time preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased on such Transfer Date, directing such Obligors to make payment to the address and account designated in the Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider Primary Servicer on behalf of the Providers shall be deemed a representation and warranty by the each Provider that such statements are then true): (i) the representations and warranties contained in Exhibit III are correct on and as of the date of such purchase as though made on and as of such date except to the extent made with respect to an earlier date, and and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an a Group-Wide Event of Termination or that would constitute an a Group-Wide Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master Servicer. (d) The Purchaser shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III.

Conditions Precedent on All Transfer Dates. Each purchase of a Purchased Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider and the Purchaser shall have agreed upon the terms of such purchase and also that: (a) The Provider shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two Business Days prior to such Transfer Date, in form and substance satisfactory to the Purchaser: (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on or prior to the most recent Batching Time preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased on such Transfer Date, directing such Obligors to make payment to the address and account designated in the Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider shall be deemed a representation and warranty by the Provider that such statements are then true): (i) the representations and warranties contained in Exhibit III are correct on and as of the date of such purchase as though made on and as of such date except to the extent made with respect to an earlier date, and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master Servicer. (d) The Purchaser shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III

Conditions Precedent on All Transfer Dates. Each purchase and contribution of a Purchased Transferred Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider Primary Servicer and the Providers and the Purchaser shall have agreed upon the terms of such purchase and also that: (a1) The Provider Providers shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two Business Days prior to no later than 10:30 a.m. on such Transfer Date, in form and substance satisfactory to the Purchaser: (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on or prior to the most recent Batching Time preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and Servicer (ii) as the case may be), to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased on such Transfer Date, directing such Obligors to make payment to the address and account designated in the Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors.an executed (b2) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider shall be deemed a representation and warranty by the Provider that such statements are then true):correct: (i1) the representations and warranties contained in Exhibit III are true and correct in all material respects on and as of the date of such purchase as though made on and as of such date except to the extent made with respect to an earlier date, and and (ii2) no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or that would constitute an Event of Termination but for the requirement that notice be given or time elapse or both. REPRESENTATIONS AND WARRANTIES The Parent, the Primary Servicer and each Provider represents and warrants as follows: (3) It is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation as set forth in the preamble hereto, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except in any jurisdiction other than that of its chief executive offices where the failure to be so qualified would not have a Material Adverse Effect. (c4) Affirmation from The execution, delivery and performance by it of the Agreement and the other documents to be delivered by it thereunder, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) its charter or by-laws, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting it or its Property, or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its Property, and (iv) do not result in or require the creation of any Lien upon or with respect to any of its Properties, other than the interests created by the Agreement. The Agreement has been duly executed and delivered by it. It has furnished to the Purchaser a true, correct and complete copy of its certificate of incorporation and by-laws, including all amendments thereto. (5) No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity is required for the due execution, delivery and performance by it of the Agreement or any other document to be delivered thereunder. (6) The Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law). (7) It has all power and authority, and has all permits, licenses, accreditations, certifications, authorizations, approvals, consents and agreements of all Obligors, accreditation agencies and any other Person, other than those permits, licenses, accreditations, certifications, authorizations, approvals, consents and agreements, the failure of which to have is not reasonably likely to result in a Material Adverse Effect, for it (i) to own the assets (including Receivables) that it now owns, and (ii) to carry on its business as now conducted. (8) It has not been notified by any Obligor, or any other Person, during the immediately preceding 12 Month period, that such party has rescinded or not renewed, or is reasonably likely to rescind or not renew, any such permit, license, accreditation, certification, authorization, approval, consent or agreement granted to it or to which it is a party except as disclosed in Schedule III hereto or which is not reasonably likely to result in a Material Adverse Effect. (9) As of the Initial Transfer Date, all conditions precedent set forth in Exhibit II have been fulfilled or waived in writing by the Purchaser, and as of each Transfer Date, the conditions precedent set forth in paragraph 2 of such Exhibit II have been fulfilled or waived in writing by the Purchaser. (10) The balance sheets of the Parent and its Subsidiaries as at February 29, 2000, and the related statements of income and expense, cash flows and retained earnings of the Parent and its Subsidiaries for the fiscal periods then ended, copies of which have been furnished to the Purchaser, fairly present the financial condition of the Parent and its Subsidiaries as at such date and the results of the (11) There is no pending or, to its knowledge, threatened action or proceeding or injunction, writ or restraining order affecting it or any of its Subsidiaries before any court, Governmental Entity or arbitrator which could reasonably be expected to result in a Material Adverse Effect, and it or any Subsidiary thereof is not currently the subject of, and has no present intention of commencing, an insolvency proceeding or petition in bankruptcy. (12) Such Provider is the legal and beneficial owner of the each Batch Receivable free and clear of any Lien; upon each purchase or contribution of a Transferred Batch, the Purchaser shall acquire valid ownership of each Batch Receivable therein and in the collections with respect thereto prior to all other Liens thereon. No effective financing statement or other instrument similar in effect covering any Collateral or any Batch Receivable is on file in any recording office, except those filed in favor of the Purchaser, Healthco-4 or any permitted assignee of Healthco-4 relating to the Agreement (or with respect to the Additional Collateral those filed in connection with Permitted Liens securing Debt which remains outstanding), and no competing notice or notice inconsistent with the transactions contemplated in the Agreement remains in effect with respect to any Obligor. (13) All Receivable Information, information provided in the application for the program effectuated by the Agreement, and each other document, report and Transmission provided by the Primary Servicer or any Provider to the HFG Group is or shall be accurate in all material respects as of its date and as of the date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (14) The principal place of business and chief executive office of the Parent and each Provider and the office where the Parent and such Provider keeps its records concerning the Collateral and the Batch Receivables are located at the respective address referred to on the signature pages of the Agreement and there have been no other such locations for the four immediately prior Months. (15) Each transfer of a Transferred Batch will constitute a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (16) Each Receivable included in a Purchased Batch is, as of the Transfer Date of such Purchased Batch, an Eligible Receivable. (17) The provisions of the Agreement create legal and valid security interests in all of the Collateral owned or held by each Provider in the Purchaser's favor, and when all proper filings and other actions necessary to perfect such Liens have been completed, will constitute a perfected and continuing Lien on all of the Collateral owned or held by such Provider (excluding the Batch Receivables sold or contributed to the Purchaser pursuant to the provisions of the Agreement), having priority over all other Liens on such Collateral (other than Permitted Liens on Additional Collateral existing on the date hereof) of such Provider, enforceable against such Provider and all third parties. (18) All required Notices to Obligors have been prepared and delivered to each applicable Obligor, and all invoices now bear only the appropriate remittance instructions for payment direction to the proper Lockbox and the proper Lockbox Account, as the case may be. (19) Except as disclosed on Schedule III hereto, neither the Parent nor any Provider has changed its principal place of business or chief executive office in the last five years. (20) The exact name of the Parent and each Provider is as set forth on the signature pages of the Agreement and, except as set forth on such signature page, neither the Parent nor any Provider has changed its name in the last five years and, except as set forth on Schedule III, during such period and neither the Parent nor any Provider has used or now uses, any other fictitious, assumed or trade name. (21) With respect to itself or any Subsidiary there exists no event which has or is reasonably likely to have a Material Adverse Effect. (22) It is not in violation under any applicable statute, rule, order, decree or regulation of any court, arbitrator or governmental body or agency having jurisdiction over it which could reasonably be expected to have a Material Adverse Effect. (23) Except as disclosed in writing by the Parent to the Master Servicer thatprior to the Closing Date, in its sole judgmentit has filed on a timely basis all tax returns (federal, state and local) required to be filed and has paid, or made adequate provision for payment of, all computer linkups taxes, assessments and interfaces continue to be fully operational other governmental charges due from it, unless contested in good faith by appropriate proceedings. No tax Lien has been filed and is now effective against it or any of its Properties, except any Lien in respect of taxes and other charges not yet due or contested in good faith by appropriate proceedings. To its knowledge, there are no pending investigations of it by any taxing authority or any pending but unassessed tax liability of it. It does not have any obligation under any tax sharing agreement. (1) (24) It is solvent and will not become insolvent after giving effect to the satisfaction transactions contemplated by the Agreement; it has not incurred debts or liabilities beyond its ability to pay; it will, after giving effect to the transaction contemplated by the Agreement, have an adequate amount of capital to conduct its business in the Master Servicerforeseeable future; the sales and contributions of Receivables hereunder are made in good faith and without intent to hinder, delay or defraud its present or future creditors. (d25) Other than as set forth on Schedule III attached hereto, the Lockboxes are the only post office boxes and the Lockbox Accounts are the only lockbox accounts maintained for Receivables, all funds on deposit in each Lockbox Account are transmitted each Business Day to the Concentration Account, and no direction is in effect directing Obligors to remit payments on Receivables other than to the Provider Lockbox or the Lockbox Account, each as described on Schedule IV. The Providers agree (i) not to instruct any Obligor to make any payment in respect of the Receivables to the account described on Schedule III and to use reasonable efforts (including, without limitation, the sending of a Notice to Obligors to the applicable Obligors, in multiple copies if necessary) to prevent any payment in respect of the Receivables from being made to such account and (ii) to deposit any funds received in such account into a Lockbox Account within one Business Day of receipt thereof. (26) Each pension plan or profit sharing plan to which it is a party has been fully funded in accordance with its obligations as set forth in such plan. (27) Except as disclosed on Schedule III, there are no pending civil or criminal investigations by any Governmental Entity involving it or its officers or directors, in their capacity as such, and neither it nor any of its officers or directors, in their capacity as such, has been involved in, or the subject of, any civil or criminal investigation by any Governmental Entity. (28) The primary business of the Providers is the provision of healthcare and healthcare related services, products, merchandise or equipment. (29) The assets of the Parent each Provider are free and clear of any Liens in favor of the Internal Revenue Service, any Employee Benefit Plan or the PBGC other than inchoate tax liens resulting from an assessment of the Parent or such Provider. (30) With respect to each Employee Benefit Plan of it, including to its knowledge as to any Multiemployer Plan, such Employee Benefit Plan has complied and been administered in accordance with its terms and in substantial compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended; neither it nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA; and it has no material unpaid liability for any Employee Benefit Plan. (31) No Batch Receivable constitutes or has constituted an obligation of the Parent, the Primary Servicer, any Subsidiary or other Person which is its Affiliate. (32) No transaction contemplated under this Agreement requires compliance with any bulk sales act or similar law. (33) It has, or has the right to use, valid provider identification numbers and licenses to generate the Receivables. (34) It shall treat each sale of Receivables hereunder as a sale for federal and state income tax, reporting and accounting purposes and shall treat each contribution of Receivables hereunder as a contribution for federal and state income tax, reporting and accounting purposes. (35) It is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U, or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any extension of credit under this Agreement will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. (36) With respect to each Receivable contributed to the capital of the Purchaser in each Batch, the Purchaser shall have received record in each applicable Provider's own capital account the aggregate Expected Net Value of such Receivables as a capital contribution. (37) All of the employees of each Provider are salaried employees and are not, and do not claim to be independent contractors. No such employee has any rights in, and has not claimed any rights in any Receivable. (38) Each Receivable represents the direct payment obligation of the applicable Obligor, and is not subject to any condition that such Obligor receive any payment or reimbursement from any third party. (39) ATC Staffing has no Subsidiary other approvalsthan the Purchaser; ATC Healthcare has no Subsidiaries other than the Purchaser, opinions ATC Staffing and Applied Management; Applied Management has no Subsidiaries; and the Purchaser has no Subsidiaries. (40) Except as listed on Schedule VIII hereto, no Provider or documents as it may reasonably request. any of their respective Subsidiaries has any Debt (other than the Debt of the Purchaser under the Loan Agreement). (1) EXHIBIT IIIIV

Conditions Precedent on All Transfer Dates. Each purchase of a Purchased Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Primary Servicer, each Provider and the Purchaser shall have agreed upon the terms of such purchase and also that: (a) The Provider Providers shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two Business Days prior to such Transfer Date, in form and substance satisfactory to the Purchaser: (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on or prior to the most recent Batching Time preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased on such Transfer Date, directing such Obligors to make payment to the address addresses and account accounts designated in the Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider Primary Servicer on behalf of the Providers shall be deemed a representation and warranty by the each Provider that such statements are then true): (i) the representations and warranties contained in Exhibit III are true and correct in all material respects on and as of the date of such purchase as though made on and as of such date (except to the extent any representation or warranty that expressly indicates that it is being made with respect to an earlier as of a specific date, in which case such representation or warranty shall be correct on and as of such date), and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an a Group-Wide Event of Termination or that would constitute an a Group-Wide Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from The Purchaser shall have received a duly executed Subscription Agreement for each Provider that became a Provider after the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master ServicerInitial Transfer Date. (d) The Purchaser shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III

Conditions Precedent on All Transfer Dates. Each purchase of a Purchased Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider Primary Servicer and each Originator and the Purchaser Company shall have agreed upon the terms of such purchase and also that: (a) The Provider Each Originator shall have delivered to the Purchaser Company or the Master Servicer, as the case may be, at least two Business Days on or prior to such Transfer Date, in form and substance satisfactory to the PurchaserCompany: (i) completed Receivable Account Information with respect to each Proposed Eligible Receivable Account (such Receivable Account Information having been delivered on or prior to the most recent Batching Time Deadline preceding such Transfer Date), together with such additional information as may reasonably be requested by the Purchaser Company or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables Accounts to be purchased on such Transfer Date, directing such Obligors to make payment to the address addresses and account accounts designated in the Notices, as set forth in Article II 111 hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider Primary Servicer on behalf of the Originators shall be deemed a representation and warranty by the Provider each Originator that such statements are then true): (i) the representations and warranties contained in Exhibit III Article V are correct on and as of the date of such purchase as though made on and as of such date except to the extent made with respect to an earlier date, and and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an a Group-Wide Event of Termination or that would constitute an a Group-Wide Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master Servicer. (d) The Purchaser Company shall have received such other approvals, opinions or documents as it may reasonably request. . (d) No acquisitions by the Originators of more than $1,000,000 shall occur without the prior consent of the Agent. (e) On or prior to April 30, 1999 the Originators shall deliver audited copies of the consolidated balance sheets of each Originator and its Subsidiaries as at December 31, 1998, and the related statements of income and expense and retained earnings of each Originator and its Subsidiaries for the fiscal year then ended, certified in a manner acceptable to the Company by an Independent Public Accountant and demonstrating that there has been no Material Adverse Effect. (f) As soon as possible, and in any event, within 45 days after the Closing Date, favorable opinions of such local counsels for the Originators as the Lender Group requests, substantially in the form attached hereto as EXHIBIT IIIV-A, regarding compliance with patient confidentiality laws, and as to such other matters as the Lender Group requests. (g) As soon as possible, and in any event, within 45 days after the Closing Date, a copy of all of the Originators' blank forms of patient consents to be signed by each patient for which an Account is created, which consents authorize certain demographic and medical information with respect to such patient to be disclosed by each Originator to any assignee of the related Account and to its servicing agents and by such servicing agents to any third party obligors thereon, certified by an officer of each Originator on behalf of the Originator, as being true, complete, correct and the only consent forms presently in effect.

Conditions Precedent on All Transfer Dates. Each purchase and contribution of a Purchased Transferred Batch on a Transfer Date (including the Initial Transfer Date) shall be subject to the further conditions precedent that the Provider Primary Servicer, the Providers and the Purchaser shall have agreed upon the terms of such purchase and also that: (a) The Provider Providers shall have delivered to the Purchaser or the Master Servicer, as the case may be, at least two one Business Days Day prior to such Transfer Date, in form and substance satisfactory to the Purchaser:Purchaser or the Master Servicer (as the case may be), (i) completed Receivable Information with respect to each Proposed Eligible Receivable (such Receivable Information having been delivered on proposed for purchase or prior to the most recent Batching Time preceding such Transfer Date)contribution, together with such additional information as may reasonably be requested by the Purchaser or the Master Servicer; and (ii) to the extent not previously provided, executed Notices to each Obligor responsible for the payment of any of the Batch Receivables to be purchased transferred on such Transfer Date, directing such Obligors to make payment to the address addresses and account accounts designated in the such Notices, as set forth in Article II hereof, together with evidence that such Notices have been delivered to such Obligors. (b) On each such Transfer Date the following statements shall be true (and acceptance of the proceeds of such purchase by the Provider shall be deemed a representation and warranty by the Provider that such statements are then true):correct: (i) the representations and warranties contained in Exhibit III are true and correct on and as of the date of such purchase as though made on and as of such date except to the extent any representation or warranty that expressly indicates that it is being made with respect to an earlier as of a specific date, in which case such representation or warranty shall be true and correct on and as of such date, and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Event of Termination or a Group-Wide Event of Termination or that would constitute an Event of Termination or a Group-Wide Event of Termination but for the requirement that notice be given or time elapse or both. (c) Affirmation from The Purchaser shall have received a duly executed Subscription Agreement for each Provider that became a Provider after the Master Servicer that, in its sole judgment, all computer linkups and interfaces continue to be fully operational to the satisfaction of the Master ServicerInitial Transfer Date. (d) The Purchaser shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III