Common use of Conditions Precedent to the Effectiveness Clause in Contracts

Conditions Precedent to the Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Original Agreement is subject to the conditions precedent that the Lender shall have received on or before such date the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lender: (a) For each Borrower and Parent, certified copies of all documents evidencing necessary company action and governmental approvals, if any, with respect to the Agreement. (b) Acknowledgment or time stamped receipt copies of proper amendments to financing statements duly filed on or before the date hereof under the UCC of all jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect the security interests contemplated by the Agreement. (c) Duly executed amendments to the Depositary Agreements with each of Bank of America, N.A. and UMB Bank. (d) Proof of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender and the Lender Group. (e) Copies of all Notices to Obligors required pursuant to Article II of the Agreement, if any, together with evidence satisfactory to the Lender that such Notices to Obligors have been or will be delivered to the addressees thereof. (f) Duly executed Guaranty by the Parent in substantially the form attached hereto as Exhibit XIV. (g) A duly executed amendment to the Pledge Agreement. (h) A duly executed termination agreement relating to the Receivables Purchase and Transfer Agreement, dated as of November 1, 2000 (as amended and modified as of the date hereof), and related documents, together with UCC financing statement terminations relating thereto. (i) Originally executed copies of all other Documents and related documentation required to be delivered with respect to this Agreement and the other Documents, all in form and substance satisfactory to the Administrative Agent, which agreements shall be in full force and effect and enforceable in accordance with their respective terms.

Conditions Precedent to the Effectiveness. The effectiveness of this Agreement This ------------------------------------------------- Amendment. This Amendment shall become effective as an amendment and restatement of the Original Agreement is subject to first date (the --------- "AMENDMENT EFFECTIVE DATE") on which, and only if, each of the following conditions precedent that the Lender shall have received on or before such date the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lenderbeen satisfied: (a) For each The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower and Parentthe Required Lenders or, certified copies as to any of all documents evidencing necessary company action and governmental approvalsthe Lender Parties, if any, with respect advice satisfactory to the AgreementAdministrative Agent that such Lender Party has executed this Amendment and (ii) the Consent attached hereto shall have been executed and delivered by each of the Loan Parties (other than the Borrower). (b) Acknowledgment or time stamped receipt copies The Lender Parties shall have received true and complete copies, certified by a Responsible Officer of proper amendments to financing statements duly filed the Borrower, of (i) the California Settlement Agreement, the Plan Stipulation and the Provider Stipulation (each as defined in the California Settlement Agreement) and (ii) all of the other California Transition Plan Documents (other than the sale agreements and related documentation for the disposition of the California Property and Assets in accordance with the California Settlement Agreement) that have been executed and delivered on or before prior to the date hereof under the UCC of all jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect the security interests contemplated by the AgreementAmendment Effective Date. (c) Duly executed amendments The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date, (ii) that the Consolidated financial statements of the Borrower and its Subsidiaries referred to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer to the Depositary Agreements with each Consolidated financial statements of Bank the Borrower and its Subsidiaries comprising part of Americathe Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), N.A. respectively, on or prior to the Amendment Effective Date and UMB Bank(iii) that the forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment Effective Date). (d) Proof No event shall have occurred and be continuing, or shall result from the effectiveness of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender and the Lender Groupthis Amendment, that constitutes a Default. (e) Copies of all Notices to Obligors required pursuant to Article II All of the Agreement, if any, together with evidence satisfactory to the Lender that such Notices to Obligors have been or will be delivered to the addressees thereof. (f) Duly executed Guaranty by the Parent in substantially the form attached hereto as Exhibit XIV. (g) A duly executed amendment to the Pledge Agreement. (h) A duly executed termination agreement relating to the Receivables Purchase reasonable fees and Transfer Agreement, dated as of November 1, 2000 (as amended and modified as expenses of the date hereof), and related documents, together with UCC financing statement terminations relating thereto. (i) Originally executed copies of all other Documents and related documentation required to be delivered with respect to this Agreement Administrative Agent and the other Documents, all in form Arranger (including the reasonable fees and substance satisfactory to expenses of counsel for the Administrative Agent, which agreements ) due and payable on the Amendment Effective Date shall be have been paid in full force and effect and enforceable in accordance with their respective termsfull. The effectiveness of this Amendment is further conditioned upon the accuracy of all of the factual matters described herein. This Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

Conditions Precedent to the Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Original Agreement is subject to Receivables Purchase Agreement. The Seller hereby confirms that concurrently with the conditions precedent that effectiveness of the Lender shall have Original Receivables Purchase Agreement, Fleet Securities, as Administrator received on or before such the date of the initial Purchase thereunder the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lender: (a) For Good standing certificates for each Borrower and of Parent, certified copies each Originator and Seller issued by the Secretaries of State of the jurisdiction of its incorporation and its principal place of business; (b) A certificate of the Secretary or Assistant Secretary of each of Seller, each Originator and Parent certifying (i) a copy of the resolutions of its Board of Directors approving the Transaction Documents delivered by it thereunder and the transactions contemplated thereby; (ii) the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents delivered by it thereunder; (iii) a copy of its by-laws; and (iv) all documents evidencing other necessary company corporate action and governmental approvals, if any, with respect to the Agreement.Transaction Documents to which such Person is a party; (bc) The Certificate of Incorporation or Articles of Incorporation, as applicable, of each of Seller, each Originator and Parent, duly certified by the Secretary of State of the jurisdiction of its incorporation, as of a date reasonably close to such date; (d) Acknowledgment copies, or time stamped receipt copies copies, of proper amendments to financing statements duly (Form UCC-1), filed on or before prior to the date hereof of the initial Purchase, naming (i) each Originator as a debtor and seller of Receivables, Seller as the secured party and purchaser and Fleet Securities, as Administrator, for the benefit of Purchasers, as the assignee and (ii) Seller as the debtor and seller of Receivables or an undivided interest therein and Fleet Securities, as Administrator, for the benefit of Purchasers, as the secured party and purchaser, or other, similar instruments or documents, as may have been necessary or, in the opinion of Fleet Securities, as Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect Seller's and Purchasers' interests in the security interests contemplated by the Agreement. (c) Duly executed amendments to the Depositary Agreements with each of Bank of America, N.A. and UMB Bank. (d) Proof of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender and the Lender Group.Pool Assets; (e) Copies of A search report provided in writing to and approved by Fleet Securities, as Administrator, listing all Notices to Obligors required effective financing statements that name any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to Article II of the Agreementsubsection (d) above and in such other jurisdictions that Fleet Securities, if anyas Administrator, shall have reasonably requested, together with evidence copies of such financing statements (none of which covered any Pool Assets, unless executed termination statements and/or partial releases with respect thereto have been delivered to Fleet Securities, as Administrator), and tax and judgment lien search reports from a Person satisfactory to the Lender that Servicer and Fleet Securities, as Administrator, showing no evidence of such Notices to Obligors have been or will be delivered to the addressees thereof.liens filed against any Originator; (f) Duly executed Guaranty by copies of the Parent in substantially Lock-Box Agreements with the form attached hereto as Exhibit XIV.Lock-Box Banks (other than a Lock-Box Agreement with Royal Bank of Canada); (g) A duly executed amendment Reasonably satisfactory opinions of (i) Sullivan & Cromwell LLP, counsel to Parent, the Pledge Agreement.Originator and Seller, xxx (xi) xxxxxxx Florida and Canadian counsel to Parent and the Originator; (h) A duly executed termination agreement relating Such powers of attorney as Fleet Securities, as Administrator, shall have reasonably requested to the Receivables Purchase enable Fleet Securities, as Administrator, to collect all amounts due under any and Transfer Agreement, dated as of November 1, 2000 (as amended and modified as of the date hereof), and related documents, together with UCC financing statement terminations relating thereto.all Pool Assets; (i) Originally A pro forma Servicer Report, prepared in respect of the proposed initial Purchase, assuming a Cut-Off Date of September 30, 2001; (j) Satisfactory results of a review and audit, conducted by Fleet Securities, of Parent's collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Parent's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase; (k) Evidence of payment of Seller by all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, together with attorneys' fees of Fleet Securities, as Administrator, to the extent invoiced at least two Business Days prior to such date, including any such costs, fees and expenses arising under or referenced in Section 14.05; (l) The liquidity agreement in respect thereof, duly executed copies by the parties thereto; and (m) The Purchase Agreement, duly executed by each Originator and Seller, and a copy of all other Documents and related documentation documents required to be have been delivered with respect to this Agreement and the other Documents, all in form and substance satisfactory to the Administrative Agent, which agreements shall be in full force and effect and enforceable in accordance with their respective termsthereunder.

Conditions Precedent to the Effectiveness. The effectiveness This Agreement shall be effective as of the Effective Date upon the satisfaction of the following conditions precedent: (a) the issuance of the duly executed and authorized Warrants pursuant to this Agreement Agreement, substantially in the form attached as an EXHIBIT A hereto, registered in the name of Citigroup Global Markets Inc.; (b) receipt by the Administrative Agent of (i) one or more cash prepayments in respect of principal of the Initial Class A-1 Note in the aggregate amount of $12,765,243.93 and (ii) one or more cash prepayments in respect of interest on the Initial Class A-1 Note in the aggregate amount of $145,376.77; (c) all consents, waivers and approvals necessary for the consummation of the transactions contemplated by the Basic Documents shall have been obtained and shall be in full force and effect; (d) confirmation satisfactory to the Administrative Agent that all conditions to the amendment and restatement of the Original Agreement is subject to Initial Class A-1 Notes and the conditions precedent that the Lender shall have received on or before such date the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lender: (a) For each Borrower and Parent, certified copies of all documents evidencing necessary company action and governmental approvals, if any, with respect to the Agreement. (b) Acknowledgment or time stamped receipt copies of proper amendments to financing statements duly filed on or before the date hereof Initial Class A-2 Notes under the UCC of all jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect the security interests contemplated by the Agreement. (c) Duly executed amendments to the Depositary Agreements with each of Bank of America, N.A. and UMB Bank. (d) Proof of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender Indenture and the Lender Group.other Basic Documents have been satisfied; (e) Copies of all Notices to Obligors required pursuant to Article II of the AgreementNote Purchaser shall have received (i) a duly executed, if any, together with evidence satisfactory authorized and authenticated Class A-1 Note registered in its name and stating that the principal amount thereof is equal to the Lender Class A-1 Facility Amount, and (ii) a duly executed, authorized and authenticated Class A-2 Note registered in its name and stating that such Notices to Obligors have been or will be delivered the principal amount thereof is equal to the addressees thereof.Class A-2 Facility Amount; (f) Duly executed Guaranty CPS shall have paid all fees and expenses required to be paid by CPS and the Parent in substantially Issuer on or prior to the form attached hereto as Exhibit XIV.Effective Date, including all fees and expenses required under SECTION 9.05(a) hereof; (g) A duly executed amendment confirmation satisfactory to the Pledge Agreement.Administrative Agent that the Notes purchased by the Note Purchaser hereunder shall be entitled to the benefit of the security provided in the Indenture and shall constitute the legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law; (h) A no Material Adverse Change shall have occurred since June 15, 2008; (i) the Administrative Agent shall have received: (i) a duly executed termination agreement relating and delivered original counterpart of each Basic Document, including the Guaranty, in the form of which is attached as EXHIBIT B hereto, each such document being in full force and effect; (ii) certified copies of charter documents and each amendment thereto, and resolutions of the Board of Directors or other governing authority of each of the Issuer and the Seller authorizing or ratifying the execution, delivery and performance of all Basic Documents to which it is a party, certified by the Receivables Purchase Secretary or an Assistant Secretary of each of the Issuer and Transfer Agreement, dated the Seller as of November 1the Effective Date, 2000 (as amended and modified which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date hereof), and related documents, together with UCC financing statement terminations relating thereto.of such certificate; (iiii) Originally executed copies a certificate of the Secretary or an Assistant Secretary of the Issuer and the Seller, as applicable, certifying the names and the signatures of its officer or officers authorized to sign all other Documents transaction documents to which it is a party; (iv) a certificate of a senior officer of CPS to the effect that the representations and related documentation required to be delivered with respect to warranties of CPS and the Seller in this Agreement and the other DocumentsBasic Documents to which either of them is a party are true and correct as of the Effective Date, and that each of CPS and the Seller has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Effective Date; (v) a certificate of a senior officer of the Issuer to the effect that the representations and warranties of the Issuer and the Purchaser in this Agreement and the other Basic Documents to which either of them is a party are true and correct as of the Effective Date and that each of the Issuer and the Purchaser have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Effective Date; (vi) legal opinions (including opinions relating to true sale, non-consolidation and other bankruptcy matters, tax, UCC with respect to perfection and priority of the Trustee's security interest in the Collateral, securities law relating to the Class A-1 Notes, the Class A-2 Notes and the Warrants, Investment Company Act relating to Investment Company Act matters, enforceability, corporate matters, an opinion pursuant to Section 9.2 of the Original Indenture and an opinion from the Trustee with respect to general matters) in form and substance satisfactory to the Note Purchaser and its counsel; (vii) confirmation satisfactory to the Administrative AgentAgent that all necessary UCC filings have been made and delivery to the Administrative Agent and its legal counsel of applicable UCC search reports dated as of July 3, which agreements shall be in full force 2008; (viii) payment of reasonable out-of-pocket fees and effect expenses of the Note Purchaser and enforceable the Administrative Agent in accordance with their respective termsSECTION 3.02(a) hereof; (ix) copies of certificates or other evidence from the Secretary of State or other appropriate authority of the States of Delaware and California, evidencing the good standing of the Issuer and the Seller in the States of Delaware and California, in each case, dated no earlier than 5 days prior to the Effective Date; (x) confirmation satisfactory to the Administrative Agent that a Trust Receipt was issued by the Trustee pursuant to SECTION 2.12 of the Indenture with respect to the Pledged Residual Interest Certificates funded on each Funding Date; (xi) such other documents, opinions and information as the Note Purchaser may reasonably request; (j) confirmation satisfactory to the Administrative Agent that the Issuer has irrevocably instructed the trustee and/or paying agent under the ABS Issuance Agreements related to any Pledged Residual Interest Assets funded on each Funding Date, providing for, among other things, all payments payable in respect of the related Pledged Residual Interest Assets to be paid directly to the Collection Account for the benefit of the Issuer Secured Parties; (k) an update satisfactory to the Administrative Agent with respect to litigation matters relating to CPS or any Affiliates of CPS; and (l) CPS and the Administrative Agent shall have mutually agreed upon the form of the Settlement Date Statement attached as EXHIBIT E to the Indenture.