Common use of Conditions Precedent to The Third Amendment and Restatement Effective Date Clause in Contracts

Conditions Precedent to The Third Amendment and Restatement Effective Date. The effectiveness of the Third Amendment and Restatement Effective Date shall be subject to the satisfaction or written waiver of the following conditions precedent, in the sole discretion of, the Administrative Agent: (a) Each of the 2009 Restructuring Documents have been executed, delivered and filed, as the case may be, in accordance with their respective terms and each of the transactions described in Exhibit 09-A with respect to the 2009 Restructuring have been consummated and shall have become effective under the laws of the State of Delaware, together with all documents and certificates demonstrating the same; (b) The Administrative Agent shall have received a certificate of the Servicer (together with evidence demonstrating that) stating: (i) All approvals, amendments, modifications or forms necessary or appropriate have become effective such that the Lock-Box Accounts remain fully operational following the 2009 Restructuring; (ii) All 2009 Restructuring Documents and all other approvals, amendments, modifications or forms necessary or appropriate have become effective with respect to the 2009 Restructuring and to effectuate the transactions contemplated and in the manner required thereunder, and (iii) All payments and Collections from the Loans shall continue to be deposited solely into the Lock-Box Accounts; (c) All Transaction Documents to be executed on the Third Amendment and Restatement Effective Date (including, without limitation, this Agreement, the Memorandum of Understanding, and the Capital Contribution Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I-C, each in form and substance satisfactory to the Administrative Agent; (d) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the Purchaser Fee Letter and shall have reimbursed the Purchasers and the Administrative Agent for all reasonable and documented fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including reasonable attorney fees and any other reasonable and documented legal and document preparation costs incurred by the Purchasers and the Administrative Agent; (e) As of such date, the following statements shall be true, and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except that the representations and warranties contained in Section 4.2(b) are true and correct on and as of the dates stated therein); (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day; (iv) 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, any transaction contemplated herein; and (v) No Core Transaction Term under any Wachovia Facility is more favorable than a similar term under the Agreement; (f) On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; and (g) The Administrative Agent shall have received an executed assignment of the Capital Contribution Agreement in favor of the Administrative Agent. (h) The Administrative Agent shall have received from the Seller the confirmation to the Hedge Guaranty.

Conditions Precedent to The Third Amendment and Restatement Effective Date. The effectiveness of the Third Amendment and Restatement Effective Date shall be subject to the satisfaction or written waiver of the following conditions precedent, in the sole discretion of, the Administrative Agent: (a) Each of the 2009 Restructuring Documents have been executed, delivered and filed, as the case may be, in accordance with their respective terms and each of the transactions described in Exhibit 09-A with respect to the 2009 Restructuring have been consummated and shall have become effective under the laws of the State of Delaware, together with all documents and certificates demonstrating the same; (b) The Administrative Agent shall have received a certificate of the Servicer (together with evidence demonstrating that) stating: (i) All approvals, amendments, modifications or forms necessary or appropriate have become effective such that the Lock-Box Accounts remain fully operational following the 2009 Restructuring; (ii) All 2009 Restructuring Documents and all other approvals, amendments, modifications or forms necessary or appropriate have become effective with respect to the 2009 Restructuring and to effectuate the transactions contemplated and in the manner required thereunder, and (iii) All payments and Collections from the Loans shall continue to be deposited solely into the Lock-Box Accounts; (c) All Transaction Documents to be executed on the Third Amendment and Restatement Effective Date (including, without limitation, this Agreement, the Memorandum of Understanding, and the Capital Contribution Agreement) shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received such other documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of documents attached hereto as Schedule I-C, each in form and substance satisfactory to the Administrative Agent; (d) The Seller shall have paid all fees required to be paid, including all fees required hereunder and under the Purchaser Fee Letter and shall have reimbursed the Purchasers and the Administrative Agent for all reasonable and documented fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including reasonable attorney fees and any other reasonable and documented legal and document preparation costs incurred by the Purchasers and the Administrative Agent; (e) As of such date, the following statements shall be true, and the Seller shall be deemed to have certified that: (i) The representations and warranties contained in Section inSection 4.1, Section 4.2 and Section 4.3 are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except that the representations and warranties contained in Section 4.2(b) are true and correct on and as of the dates stated therein); (ii) No event has occurred and is continuing, or would result from such Transaction, that constitutes a Termination Event or Unmatured Termination Event; (iii) On and as of such day, the Seller and the Servicer each has performed all of the covenants and agreements contained in this Agreement to be performed by such person at or prior to such day; (iv) 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, any transaction contemplated herein; and (v) No Core Transaction Term under any Wachovia Facility is more favorable than a similar term under the Agreement; (f) On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require; and (g) The Administrative Agent shall have received an executed assignment of the Capital Contribution Agreement in favor of the Administrative Agent. (h) The Administrative Agent shall have received from the Seller the confirmation to the Hedge Guaranty.