Common use of Conditions Precedent to Purchaser’s Initial Purchase Clause in Contracts

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights hereunder on the Closing Date is subject to the following conditions precedent: (a) The Transaction Documents shall have been executed and delivered and shall be in in full force and effect; (b) The Seller shall have delivered to the Purchaser a copy of duly adopted resolutions of the Seller’s Board of Directors authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table of Contents (c) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or Assistant Secretary certifying the names and true signatures of the officers authorized on behalf of the Seller to sign the Transaction Documents to which it is a party; (d) the Seller shall have filed with the Delaware Secretary of State, at its own expense, a UCC financing statement with respect to the Contracts and Related Rights, naming the Seller as the debtor and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of a file-stamped copy of such UCC financing statement or other evidence of such filing to the Purchaser within five (5) Business Days of the Closing Date; and all other action necessary or desirable, in the opinion of the Purchaser to establish the ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee shall have been duly taken;

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights hereunder on the Closing Date is subject to the following conditions precedent: (a) The Transaction Documents shall have been executed and delivered and shall be in in full force and effect; (b) The Seller shall have delivered to the Purchaser a copy of duly adopted resolutions of the Seller’s Board of Directors authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table of Contents ; (c) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or Assistant Secretary certifying the names and true signatures of the officers authorized on behalf of the Seller to sign the Transaction Documents to which it is a party; (d) the Seller shall have filed with the Delaware Secretary of State, at its own expense, a UCC financing statement with respect to the Contracts and Related Rights, naming the Seller as the debtor and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of a file-stamped copy of such UCC financing statement or other evidence of such filing to the Purchaser within five (5) Business Days of the Closing Date; and all other action necessary or desirable, in the opinion of the Purchaser to establish the ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee shall have been duly taken; (e) the Seller shall have delivered to the Purchaser a Funding Request, including the Receivables Schedule; (f) the Purchaser shall have received photocopies of reports of a UCC search of the Delaware Secretary of State with respect to the Contracts and the Related Rights being purchased on the Closing Date reflecting the absence of Liens thereon, except the Liens created hereunder for the benefit of the Purchaser and/or the Owner Trustee and except for Liens as to which the Purchaser has received UCC termination statements or instruments executed by secured parties releasing any conflicting Liens on such Contracts and Related Rights; (g) the Deposit Account Control Agreement shall have been executed by the parties thereto and delivered to the Purchaser; and (h) the Purchaser shall have received such other approvals, documents, certificates and opinions as the Purchaser may reasonably request.

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights Receivables hereunder on the Closing Date occasion of the initial Purchase from any Originator is subject to the following conditions precedentprecedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated the day of such initial sale and in form and substance satisfactory to the Purchaser: (ai) The Transaction Documents shall have been executed and delivered and shall be in in full force and effect; (b) The Seller shall have delivered to the Purchaser a copy of duly adopted resolutions of the Seller’s Board of Directors of such Originator authorizing or ratifying this Agreement, the execution, delivery documents to be delivered by such Originator hereunder and performance of the Transaction Documents to which it is a partytransactions contemplated hereby, certified by the Seller’s Secretary or Assistant Secretary; Table Secretary of Contents such Originator; (cii) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or an Assistant Secretary of such Originator certifying the names and true signatures of the officers Authorized Officers authorized on behalf of the Seller such Originator to sign the Transaction Documents to which it is a partythis Agreement or any instruments or documents in connection with this Agreement; (diii) the Seller shall have filed with the Delaware Secretary of State, at its own expense, a UCC (A) executed UCC-1 financing statement statements with respect to the Contracts and Related RightsReceivables, naming the Seller such Originator as the debtor seller and each of the Purchaser and as purchaser, in proper form for filing in such jurisdiction in which the Owner Trustee as a secured party and describing Purchaser deems it necessary or desirable to perfect the Contracts and Purchaser's ownership thereof under the Related Rights, and has arranged for delivery of a file-stamped copy UCC or comparable law of such UCC financing statement or other jurisdiction and (B) evidence of such filing to the Purchaser within five (5) Business Days of the Closing Date; and that all other action actions necessary or desirableor, in the opinion of the Purchaser Purchaser, desirable or required to establish perfect the Purchaser's ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee shall Receivables sold hereunder have been duly taken;; and (iv) a letter signed by such Originator or such other of its Affiliates which is a party to any then current Lock-Box Agreements, which Agreements are listed on SCHEDULE IV, in form and substance satisfactory to the Purchaser, which letter shall be acknowledged by the lock-box bank.

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights Receivables hereunder on the occasion of the Closing Date is subject to the following conditions precedent: precedent (any one or more of which can be waived by the Purchaser) that (a) The the Loan Agreement and the other Transaction Documents shall have been executed and delivered and shall be in in full force and effect; effect and all conditions to the initial advance under the Loan Agreement shall have been satisfied or waived, (b) The Seller the Purchaser shall have delivered received on or before the Closing Date the following, each (unless otherwise indicated) dated the day of such sale and in form and substance satisfactory to the Purchaser and (c) the conditions set forth in clauses (iii), (iv) and (v) shall have been satisfied: (i) a copy of duly adopted resolutions of the Seller’s Board of Directors of each Originator authorizing or ratifying the execution, delivery and performance performance, respectively, of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table Secretary of Contents such Originator; (cii) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or an Assistant Secretary of each Originator certifying the names and true signatures of the officers Authorized Officers authorized on behalf of the Seller such Originator to sign the Transaction Documents to which it is a party; (diii) the Seller Administrator shall be satisfied with each Originator's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of Receivables by the Purchaser, and the Administrator shall be reasonably satisfied that the procedures of each Originator for the preparation, storage and retrieval of such materials are sufficient to permit the administration and collection of the Receivables by a servicer without the participation of such Originator or the Purchaser; (iv) each Originator shall have filed with the Delaware Secretary of Stateand recorded, at its own expense, a UCC UCC-1 financing statement statements with respect to the Contracts Purchased Assets in such manner and Related Rights, naming in such jurisdictions as are necessary or desirable to perfect the Seller as Purchaser's ownership interest thereof under the debtor UCC and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of delivered a file-stamped copy of such UCC UCC-1 financing statement statements or other evidence of such filing filings to the Purchaser within five (5) Business Days of and the Closing DateAdministrator on or prior to the date hereof; and all other action necessary or desirable, in the opinion of the Purchaser or the Administrator, to establish the Purchaser's ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee Purchased Assets shall have been duly taken; (v) the Purchaser and the Administrator shall have received photocopies of reports of UCC searches in the central filing office of each Originator and any necessary (vi) the Purchaser and the Administrator shall have received such other documents, certificates and opinions as the Purchaser or the Administrator may request.

Conditions Precedent to Purchaser’s Initial Purchase. The ---------------------------------------------------- obligation of the Purchaser to purchase each Contract and the Related Rights Receivables hereunder on the occasion of the Closing Date is subject to the following conditions precedent: precedent (any one or more of which can be waived by the Purchaser) that (a) The the Loan Agreement and the other Transaction Documents shall have been executed and delivered and shall be in in full force and effect; effect and all conditions to the initial advance under the Loan Agreement shall have been satisfied or waived, (b) The Seller the Purchaser shall have delivered received on or before the Closing Date the following, each (unless otherwise indicated) dated the day of such sale and in form and substance satisfactory to the Purchaser and (c) the conditions set forth in clauses (iii), (iv) and (v) shall have been satisfied: ------------- ---- --- (i) a copy of duly adopted resolutions of the Seller’s Board of Directors of the Originator authorizing or ratifying the execution, delivery and performance performance, respectively, of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table Secretary of Contents the Originator; (cii) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or an Assistant Secretary of the Originator certifying the names and true signatures of the officers Authorized Officers authorized on behalf of the Seller Originator to sign the Transaction Documents to which it is a party; (diii) the Seller Administrator shall be satisfied with the Originator's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of Receivables by the Purchaser, and the Administrator shall be reasonably satisfied that the procedures of the Originator for the preparation, storage and retrieval of such materials are sufficient to permit the administration and collection of the Receivables by a servicer without the participation of the Originator or the Purchaser; (iv) the Originator shall have filed with the Delaware Secretary of Stateand recorded, at its own expense, a UCC UCC-1 financing statement statements with respect to the Contracts Purchased Assets in such manner and Related Rights, naming in such jurisdictions as are necessary or desirable to perfect the Seller as Purchaser's ownership interest thereof under the debtor UCC and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of delivered a file-stamped copy of such UCC UCC-1 financing statement statements or other evidence of such filing filings to the Purchaser within five (5) Business Days of and the Closing DateAdministrator on or prior to the date hereof; and all other action necessary or desirable, in the opinion of the Purchaser or the Administrator, to establish the Purchaser's ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee Purchased Assets shall have been duly taken; (v) the Purchaser and the Administrator shall have received photocopies of reports of UCC searches in the central filing office of the Originator and any necessary local offices of the Originator with respect to the Purchased Assets reflecting the absence of Liens thereon, except the Liens created hereunder, pursuant to the Loan Agreement in favor of the Administrator and except for Liens as to which the Purchaser has received executed UCC termination statements; and (vi) the Purchaser and the Administrator shall have received such other documents, certificates and opinions as the Purchaser or the Administrator may request.

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights Receivables hereunder on the occasion of the Initial Closing Date is subject to the following conditions precedent: precedent (any one or more of which can be waived by the Purchaser) that (a) The the Indenture and the other Transaction Documents shall have been executed and delivered and shall be in in full force and effect; effect and all conditions to the initial advance under the Indenture shall have been satisfied or waived, (b) The Seller the Purchaser shall have delivered received on or before such Purchase Date the following, each (unless otherwise indicated) dated the Purchase Date and in form and substance satisfactory to the Purchaser and (c) the conditions set forth in clauses (iii), (iv) and (v) shall have been satisfied: (i) a copy of duly adopted resolutions of the Seller’s Board of Directors of the Originator and the Initial Seller (or of its general partner, if applicable) authorizing or ratifying the execution, delivery and performance performance, respectively, of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table Secretary of Contents the Originator or the Initial Seller (cor of its general partner, if applicable), as applicable; (ii) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or an Assistant Secretary of the Originator and the Initial Seller (or of its general partner, if applicable) certifying the names and true signatures of the officers Authorized Officers authorized on behalf of the Originator and the Initial Seller to sign the Transaction Documents to which it is a party; (diii) the Seller Originator and the Initial Seller, as applicable, shall have filed with the Delaware Secretary of Stateand recorded, at its own expense, a UCC UCC-1 financing statement statements with respect to the Contracts Purchased Receivables in such manner and Related Rights, naming in such jurisdictions as are necessary or desirable to perfect the Seller as Purchaser's ownership interest thereof under the debtor UCC and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of delivered a file-stamped copy of such UCC UCC-1 financing statement statements or other evidence of such filing filings to the Purchaser within five (5) Business Days of and the Closing DateTrustee on or prior to the date hereof; and all other action necessary or desirable, in the opinion of the Purchaser or the Trustee, to establish the Purchaser's ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee Purchased Receivables shall have been duly taken; (iv) the Originator and the Initial Seller, as applicable, shall have delivered to the Purchaser and the Trustee the Receivable Schedule; (v) the Purchaser and the Trustee shall have received photocopies of reports of UCC searches in the central filing office of the Originator and the Initial Seller and any necessary local offices of the Originator and the Initial Seller with respect to the Purchased Receivables reflecting the absence of Liens thereon, except the Liens created hereunder, pursuant to the Indenture in favor of the Trustee and except for Liens as to which the Purchaser has received UCC termination statements. With respect to Liens on Inventory, the Originator and the Initial Seller shall have furnished evidence that each Inventory Lender shall have no Liens in proceeds from the sale of the Initial Seller's or the Originator's Inventory that constitute Purchased Receivables; and (vi) the Purchaser, the Trustee and any Notice Person shall have received such other documents, certificates and opinions as the Purchaser, the Trustee or such Notice Person may request.

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights hereunder on the Closing Date is subject to the following conditions precedent: (a) The Transaction Documents shall have been executed and delivered and shall be in in full force and effect; (b) The Seller shall have delivered to the Purchaser a copy of duly adopted resolutions of the Seller’s Board of Directors authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table of Contents ; (c) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or Assistant Secretary certifying the names and true signatures of the officers authorized on behalf of the Seller to sign the Transaction Documents to which it is a party; (d) the Seller shall have filed with the Delaware Secretary of State, at its own expense, a UCC financing statement with respect to the Contracts and Related Rights, naming the Seller as the debtor and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of a file-stamped copy of such UCC financing statement or other evidence of such filing to the Purchaser within five (5) Business Days of the Closing Date; and all other action necessary or desirable, in the opinion of the Purchaser to establish the ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee shall have been duly taken; (e) the Seller shall have delivered to the Purchaser a Funding Request, including the Receivables Schedule; (f) the Purchaser shall have received photocopies of reports of a UCC search of the Delaware Secretary of State with respect to the Contracts and the Related Rights being purchased on the Closing Date reflecting the absence of Liens thereon, except the Liens created hereunder for the benefit of the Purchaser and/or the Owner Trustee and except for Liens as to which the Purchaser has received UCC termination statements or instruments executed by secured parties releasing any conflicting Liens on such Contracts and Related Rights; (g) the Deposit Account Control Agreement shall have been executed by the parties thereto and delivered to the Purchaser; and (h) the Purchaser shall have received such other approvals, documents, certificates and opinions as the Purchaser may reasonably request.

Conditions Precedent to Purchaser’s Initial Purchase. The obligation of the Purchaser to purchase each Contract and the Related Rights Receivables hereunder on the occasion of the Closing Date is subject to the following conditions precedent: precedent (any one or more of which can be waived by Purchaser) that (a) The the Loan Agreement and the other Transaction Documents shall have been executed and delivered and shall be in in full force and effect; effect and all conditions to the initial advance under the Loan Agreement shall have been satisfied or waived, (b) The Seller Purchaser shall have delivered received on or before the Closing Date the following, each (unless otherwise indicated) dated the day of such sale and in form and substance satisfactory to Purchaser and (c) the Purchaser conditions set forth in clauses (iii), (iv) and (v) shall have been satisfied: (i) a copy of duly adopted resolutions of the Seller’s Board of Directors of Originator authorizing or ratifying the execution, delivery and performance performance, respectively, of the Transaction Documents to which it is a party, certified by the Seller’s Secretary or Assistant Secretary; Table Secretary of Contents Originator; (cii) the Seller shall have delivered to the Purchaser a duly executed certificate of the Seller’s Secretary or an Assistant Secretary of Originator certifying the names and true signatures of the officers Authorized Officers authorized on behalf of the Seller Originator to sign the Transaction Documents to which it is a party; (diii) the Seller Administrator shall be satisfied with Originator's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of Receivables by Purchaser, and the Administrator shall be reasonably satisfied that the procedures of Originator for the preparation, storage and retrieval of such materials are sufficient to permit the administration and collection of the Receivables by a servicer without the participation of Originator or Purchaser; (iv) Originator shall have filed with the Delaware Secretary of Stateand recorded, at its own expense, a UCC UCC-1 financing statement statements with respect to the Contracts Purchased Assets in such manner and Related Rights, naming in such jurisdictions as are necessary or desirable to perfect Purchaser's ownership interest thereof under the Seller as the debtor UCC and each of the Purchaser and the Owner Trustee as a secured party and describing the Contracts and the Related Rights, and has arranged for delivery of delivered a file-stamped copy of such UCC UCC-1 financing statement statements or other evidence of such filing filings to Purchaser and the Administrator on or prior to the Purchaser within five (5) Business Days of the Closing Datedate hereof; and all other action necessary or desirable, in the opinion of Purchaser or the Purchaser Administrator, to establish the Purchaser's ownership of the Contracts and Related Rights by the Purchaser and/or the Owner Trustee Purchased Assets shall have been duly taken; (v) Purchaser and the Administrator shall have received photocopies of reports of UCC searches in the central filing office of Originator and any necessary local offices of Originator with respect to the Purchased Assets reflecting the absence of Liens thereon, except the Liens created hereunder, pursuant to the Loan Agreement in favor of the Administrator and except for Liens as to which Purchaser has received executed UCC termination statements; and (vi) Purchaser and the Administrator shall have received such other documents, certificates and opinions as Purchaser or the Administrator may request.