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

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables shall have been duly taken; (iv) the Seller 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 each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables Trust Certificate hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner Sole Member authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant SecretarySole Member; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers the sale of Contracts and the Receivables from its Affiliates occurring on the date hereofTrust Certificate, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables Trust Certificate in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables Trust Certificate shall have been duly taken; (iv) the Seller 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 each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the Receivables Trust Certificate 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables Trust Certificate and other assets purchased pursuant to Section 2.1(a); and (viv) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables shall have been duly taken; (iv) the Seller 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 each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s (or the Receivable Trust Trustee’s on behalf thereof) ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; and all other action necessary or desirable, in the opinion of the Purchaser or the Trustee, to establish the Purchaser’s (or the Receivable Trust Trustee’s on behalf thereof) ownership of the Contracts and related Receivables shall have been duly taken; (iv) the Seller 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 each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables Trust Certificate hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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: (ia) a copy of duly adopted resolutions of the Seller’s general partner Sole Member authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary;Sole Member (iib) 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; (iiic) the Seller shall have filed and recorded with respect to itself and with respect to all transfers the sale of Contracts and the Receivables from its Affiliates occurring on the date hereofTrust Certificate, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables Trust Certificate in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables Trust Certificate shall have been duly taken; (iv) the Seller shall have delivered to the Purchaser and the Trustee the Receivable Schedule; (vd) the Purchaser and the Trustee shall have received photocopies of reports of UCC searches in the central filing office of each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the Receivables Trust Certificate 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables Trust Certificate and other assets purchased pursuant to Section 2.1(a); and (vie) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables shall have been duly taken; (iv) the Seller 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 each the Originator and the Seller and any necessary local offices of each the Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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 general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables shall have been duly taken; (iv) the Seller 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 each the Originator and the Seller and any necessary local offices of each the Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.

Conditions Precedent to Purchaser’s Purchase. The obligation of the Purchaser to purchase each Contract and the related Receivables hereunder on the Closing Date is subject to the conditions precedent (any one or more of which can be waived by the Purchaser) that (a) the Indenture and the other Transaction Documents shall be in full force and effect and all conditions to the advance under the Indenture shall have been satisfied or waived, (b) the Purchaser shall have received on or before the Closing Date the following, each (unless otherwise indicated) dated the Closing 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:: 723474616 (i) a copy of duly adopted resolutions of the Seller’s general partner authorizing or ratifying the execution, delivery and performance of the Transaction Documents to which it is a party, certified by the Seller’s (or its general partner’s) Secretary or Assistant Secretary; (ii) 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; (iii) the Seller shall have filed and recorded with respect to itself and with respect to all transfers of Contracts and Receivables from its Affiliates occurring on the date hereof, at its own expense, UCC-1 financing statements with respect to the Contracts and related Receivables in such manner and in such jurisdictions as are necessary or desirable to perfect the Purchaser’s ownership interest thereof under the UCC and delivered a file-stamped copy of such UCC-1 financing statements or other evidence of such filings to the Purchaser within five Business Days of the Closing Date; 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 Receivables shall have been duly taken; (iv) the Seller 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 each Originator and the Seller and any necessary local offices of each Originator and the Seller with respect to the 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 or instruments executed by secured parties releasing any conflicting Liens in the Contracts, Receivables and other assets purchased pursuant to Section 2.1(a); and (vi) the Purchaser and the Trustee shall have received such other approvals, documents, certificates and opinions as the Purchaser or the Trustee may request.