Common use of Conditions Precedent to All Purchases Clause in Contracts

Conditions Precedent to All Purchases. Each Purchase (including the Initial Purchase) shall be subject to the further conditions precedent that: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, and (iii) 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 such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of the Buyer to Purchase (including the Initial Purchase) Collateral from the Seller on any Purchase Date shall be subject to the further satisfaction of the following conditions precedent that: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties of the Seller contained in Article IV are Sections 4.01 and 4.02 shall be true and correct on and as of such day date as though made on and as of such date, except for those that refer to specific dates, which date and shall be correct deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the dates indicated therein,related Purchase Date; (iic) No on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, which that constitutes a Termination Default or an Event of TerminationDefault (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (iiif) No law no Applicable Law shall prohibit or regulation shall prohibitenjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of the Buyer to Purchase (including the Initial Purchase) Sale Assets as contemplated by this Agreement on any Purchase Date shall be subject to the further satisfaction of the following conditions precedent thatprecedent, which conditions may be waived by the Buyer with the consent of the Administrative Agent: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties of the Seller contained in Article IV are Section 4.1 shall be true and correct in all respects on and as of such day (except to the extent such representations and warranties relate to an earlier date, in which case they shall be true and correct in all respects as of such earlier date as though made on and as of such date, except for those that refer to specific dates, which date and shall be correct deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly executed and completed Sale Assignment along with a Schedule I thereto that is true, accurate and complete in all respects as of the dates indicated therein,related Purchase Date (except that, to the extent any representation or warranty referenced therein expressly relates to an earlier date, such representation or warranty was true, accurate and complete in all respects on and as of such earlier date; (iic) No event has occurred and is continuing, no Termination Event or an Unmatured Termination Event would occur as a result from of such Purchase, which constitutes a Termination or an Event of Termination, ; and (iiid) No law no Applicable Law shall prohibit or regulation shall prohibitenjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality Governmental Authority shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of the Buyer to Purchase (including the Initial Purchase) Transferred Assets from the Seller on any Transfer Date shall be subject to the further satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 (x) with respect to any such Purchase, Transferred Assets shall be true and correct in all respects on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), such date and (by) each of the Originators shall have marked its master data processing records and concerning all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements matters shall be true: (i) The representations true and warranties contained in Article IV are correct on and as of such day date in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), before and after giving effect to the Purchase to take place on such date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date, except for those that refer to specific dates, which shall be true and correct in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such earlier date); (b) the Seller shall have delivered to the Buyer a Collateral Obligation List that is true, accurate and complete in all material respects as of the dates indicated therein,related Transfer Date; (iic) No event has occurred on and is continuingas of such Transfer Date, the Seller shall have performed all of the covenants and agreements required to be performed by it with respect to such Transferred Assets on or would result from prior to such Purchase, which constitutes a Termination or an Event date in accordance with the provisions of Termination, this Agreement; and (iiid) No law no Applicable Law shall prohibit or regulation shall prohibitenjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each (a) The obligations of the Buyer to Purchase (including the Initial Purchase) Collateral from the Seller on any Purchase Date shall be subject to the further satisfaction of the following conditions precedent that: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The all representations and warranties of the Seller contained in Article IV are Sections 4.01 and 4.02 shall be true and correct in all material respects on and as of such day date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, except for those that refer to specific dates, in which case such representations and warranties shall be true and correct in all material respects as of the dates indicated therein,such earlier date); (ii) No event has occurred the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and is continuing, or would result from such Purchasecomplete in all respects as of the related Purchase Date, which constitutes list shall be as of such date incorporated into and made a Termination or part of this Agreement and an Event assignment substantially in the form of Termination, andExhibit A hereto; (iii) No law or regulation shall prohibit, on 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 as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it with respect to the Buyer in accordance with related Collateral on or prior to such date pursuant to the provisions hereofof this Agreement, including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Buyer’s ownership interest in the related Collateral Obligations have been duly filed; and (iv) such Purchase Date occurs during the Reinvestment Period.

Conditions Precedent to All Purchases. Each The obligation of Purchaser to pay for each Receivable on each Purchase Date (including the Initial PurchaseClosing Date) shall be subject to the further conditions precedent that(any one of which can be waived by Purchaser) that on such Purchase Date: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true (and the acceptance by Originator of the Purchase Price for any Receivables on any Purchase Date shall constitute a representation and warranty by Originator that on such Purchase Date such statements are true:): (i) The the representations and warranties of Originator contained in Article IV are Sections 4.1 and 4.2 shall be correct on and as of such day Purchase Date as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,; and (ii) No event has no Purchase Termination Event or Incipient Purchase Termination Event shall have occurred and is be continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, and; (iiib) No law or regulation Originator shall prohibit, have clearly and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, unambiguously marked its accounting records evidencing the making of Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to Purchaser in accordance with this Agreement; (c) no material change shall have occurred after the Closing Date with respect to Originator's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of the Receivables by Originator which makes them not sufficient and satisfactory in order to permit the Buyer purchase, administration and collection of the Receivables by Purchaser in accordance with the provisions hereofterms and intent of this Agreement; and (d) Purchaser shall have received such other approvals, opinions or documents as Purchaser may reasonably request.

Conditions Precedent to All Purchases. Each Purchase (including the Initial initial Purchase) hereunder shall be subject to the further conditions precedent that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, SAI shall have delivered to the Purchaser a written report identifying, among other things, the Receivables (including the underlying Contracts) to be included in such Purchase Date relating theretoand the then outstanding Purchased Receivables and the aged balance thereof, in each case correlated to Purchases; (b) on or prior to the date of such Purchase, the Collection Agent shall have delivered to the BuyerPurchaser, in each case in form and substance satisfactory to the BuyerPurchaser, a completed Monthly Receivables Report dated on or before for the most recent Monthly Report Due Date; provided, that so long recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under may reasonably be requested by the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a),Purchaser; (bc) each of the Originators Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the BuyerPurchaser, stating that such Receivables, the Contracts, Related Security and Collections with respect thereto, have been sold in accordance with this Agreement,; and (cd) on the date of such Purchase, Purchase the following statements shall be true:true (and each Seller, by accepting the amount of such Purchase, shall be deemed to have certified that): (i) The the representations and warranties of such Seller contained in Article IV Section 4.01 are correct on and as of the date of such day Purchase as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No event has occurred and is continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, and (iii) 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 such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each Purchase (including the Initial initial Purchase) hereunder shall be subject to the further conditions precedent that: (a) with respect to any such Purchase, on or prior to the date of such Purchase, the Seller shall have delivered to the Purchaser a written report identifying, among other things, the Receivables (including the underlying Contracts) to be included in such Purchase Date relating theretoand the then outstanding Purchased Receivables and the aged balance thereof, in each case correlated to Purchases; (b) on or prior to the date of such Purchase, the Collection Agent shall have delivered to the BuyerPurchaser, in each case in form and substance reasonably satisfactory to the BuyerPurchaser, a completed Monthly Receivables Report dated on or before for the most recent Monthly Report Due Date; provided, that so long recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under may reasonably be requested by the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a),Purchaser; (bc) each of the Originators Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the BuyerPurchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement,; and (cd) on the date of such Purchase, Purchase the following statements shall be true:true (and the Seller, by accepting the amount of such Purchase, shall be deemed to have certified that): (i) The a. the representations and warranties contained in Article IV Section 4.01 are correct in all material respects on and as of the date of such day Purchase as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein, (ii) No b. no event has occurred and is continuing, or would result from such Purchase, which that constitutes a Termination or an Event of Termination, Termination or would constitute an Incipient Event of Termination and (iii) 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 such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of Buyer to Purchase the Mortgage Loans as contemplated by this Agreement on any Purchase Date (including the Initial Purchaseinitial Purchase Date) shall be subject to the further satisfaction of the following conditions precedent thatprecedent: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties of Seller contained in Article IV are ________________. shall be true and correct in all material respects on and as of such day date as though made on and as of such date, except for those that refer to specific dates, which date and shall be correct deemed to have been made on and as of such day (other than any representation and warranty that is made as of a specific date); (b) Seller shall have delivered to Buyer a duly executed and completed Sale Assignment along with a Schedule I that is true, accurate and complete in all material respects as of the dates indicated therein,related Purchase Date; (iic) No event has Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no Termination Event or Unmatured Termination Event shall have occurred and is continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, ; and (iiie) No no applicable law shall prohibit or regulation shall prohibitenjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of Buyer to Purchase the Mortgage Loans as contemplated by this Agreement on any Purchase Date (including the Initial Purchaseinitial Purchase Date) shall be subject to the further satisfaction of the following conditions precedent thatprecedent: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties of Seller contained in Article IV are ARTICLE V shall be true and correct in all material respects on and as of such day date as though made on and as of such date, except for those that refer to specific dates, which date and shall be correct deemed to have been made on and as of such day (other than any representation and warranty that is made as of a specific date); (b) Seller shall have delivered to Buyer a duly executed and completed Sale Assignment along with a Schedule I that is true, accurate and complete in all material respects as of the dates indicated therein,related Purchase Date; (iic) No event has Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no Termination Event or Unmatured Termination Event shall have occurred and is continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, ; and (iiie) No no applicable law shall prohibit or regulation shall prohibitenjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. Each The obligations of the Buyer to Purchase (including the Initial Purchase) Transferred Assets from the Seller on any Purchase Date shall be subject to the further satisfaction of the following conditions precedent that: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form all representations and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each warranties of the Originators Seller contained in Sections 4.01 and 4.02 shall have marked its master data processing records be true and correct in all other relevant records evidencing the Receivables which are the subject material respects as of such Purchase with a legend, acceptable Date to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties contained in Article IV are correct on and as of such day same extent as though made on and as of such that date, except for those to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; (b) the Seller shall have delivered to the Buyer a duly completed Collateral Asset List that refer to specific datesis true, which shall be correct accurate and complete in all respects as of the dates indicated therein,related Purchase Date; (iic) No event has occurred on and is continuingas of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it in all material respects on or would result from prior to such Purchase, which constitutes a Termination or an Event date pursuant to the provisions of Termination, this Agreement; and (iiid) No no applicable law shall prohibit or regulation shall prohibitenjoin, 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 any such Purchase by the Buyer in accordance with the provisions hereof.