Common use of CONDITIONS TO PURCHASE Clause in Contracts

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

CONDITIONS TO PURCHASE. The (a) Meritage’s obligation to purchase the Shares following the execution of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceprecedent: (ai) A certificate The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, including a majority of all disinterested directors, at a meeting of the Secretary or an Assistant Secretary Board of Directors duly called and held; (ii) Meritage shall have received, within seven days of the Companydate hereof, dated a written opinion as to the Closing Datefairness of the purchase of the Shares to Meritage from a financial point of view, setting forth (i) resolutions which opinion shall have been issued by an accounting, appraisal or investment banking firm of its board nationally recognized standing that is, in the reasonable judgment of directors Meritage’s Board of Directors, qualified to perform such task and disinterested and independent with respect to Meritage (the authorization “Independent Bank”); provided, that Meritage shall inform Xxxxxx promptly, and in any event within two days, of its receipt of such opinion from the Company to execute and deliver certificates representing Independent Bank or of confirmation from the Series A-1 Preferred Stock, Independent Bank that the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party Independent Bank will not issue such an opinion; and, (iii) specimen signatures The representations and warranties of Xxxxxx made herein shall be true and correct in all respects and Xxxxxx shall be in compliance with all covenants and other terms of this Agreement and Sections 8 and 9 of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx XxxxEmployment Agreement. (b) Certificates Xxxxxx’x obligation to sell the Shares following the execution of this Agreement is subject to the following conditions precedent: (i) The transactions contemplated hereby shall have been approved by the Board of Directors of Meritage, including a majority of all disinterested directors, at a meeting of the appropriate state agencies with respect Board of Directors duly called and held; (ii) Meritage shall have received within seven days of the date hereof, a written opinion as to the existence, qualification and good standing fairness of the Company and its Subsidiaries.purchase of the Shares to Meritage from a financial point of view issued by the Independent Bank; and (ciii) Certificates representing the Series A-1 Preferred Stock, duly completed, executed The representations and delivered to each Holder, as applicable. (d) A compliance certificate which warranties of Meritage made herein shall be substantially true and correct in the form attached hereto as Exhibit G, duly all respects and properly executed by a Responsible Officer Meritage shall be in compliance with all covenants and dated as other terms of this Agreement and Section 7 of the Closing DateEmployment Agreement. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

CONDITIONS TO PURCHASE. The obligation of Holders the Purchaser to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is Purchase the Certificate shall be subject to the receipt by Holders satisfaction of all the conditions precedent that (a) the conditions precedent specified in Section 4.1 of the Purchase Agreement and Sections 7.1 and 7.2 of the Class A Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Purchaser shall have received a duly executed and authenticated Certificate registered in its name and in a Stated Amount equal to $10,000,000; (c) the Purchaser shall have received (i) certain fees and reimbursement of any expenses referred to in Section 8.5 for which invoices have been presented; and (d) the Purchaser shall have received an original (except as indicated below) counterpart of the following documents (each of which, if not in a form attached to this Agreement, shall be in form and satisfaction of substance satisfactory to the other conditions provided in this Section 3.01Purchaser): (i) the Pooling Agreement, the Purchase Agreement and the Guaranty, each of which shall be reasonably satisfactory in full force and effect, and all actions required to Holders be taken under those documents in form connection with the issuance of the Certificate shall have been taken; (ii) photocopies of each Account Agreement; (iii) a certificate of the Secretary, or an Assistant Secretary, of each of Transferor, Servicer, Guarantor and substanceeach Seller with respect to: (aA) A certificate attached copies of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board Board of directors Directors (or, if applicable, its managing body) then in full force and effect authorizing the execution, delivery and performance of the Transaction Documents, (B) the incumbency and signatures of those of its officers authorized to act with respect to the authorization Transaction Documents, and (C) attached copies of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete its certificate of incorporation and bylaws by-laws (or, if applicable, its limited partnership agreement); (iv) a certificate of an Authorized Officer of each of Transferor, Servicer and each Seller as to the satisfaction of the Company, respectivelyconditions precedent set forth in Section 6.1, and a certificate of Transferor that the representations and warranties of the Transferor set out in this agreement are true and correct as of the date of such initial purchase and that no Early Amortization Event or Unmatured Early Amortization Event exists; (v) a certificate of an appropriate officer of Trustee stating that the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, Pooling Agreement has been duly completedauthorized, executed and delivered by Trustee and the Certificate has been duly authenticated by Trustee in accordance with the Pooling Agreement and an opinion of counsel to each Holder, Trustee as applicable.to related matters; (dvi) A compliance certificate which shall be substantially in evidence that each of S&P and DCR has rated the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of Class B Certificate "A"; (vii) the Daily Report for the Closing Date.; (eviii) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Companyagreed-upon procedures letter, in form and substance satisfactory to Holdersthe Purchaser, from Coopers & Xxxxxxx LLP with respect to certain historical information provided by ICP relating to the Receivables; (ix) copies of any management or other agreements with regard to the administration of Transferor's business, certified by an Authorized Officer of Transferor; (x) a pro forma balance sheet of Transferor as to such matters incident of the date hereof, after giving effect to the transactions herein contemplated by the Supplement, and a certificate of an Authorized Officer of ICP as Holders to the capitalization of Transferor (the amount and type of which capitalization shall be satisfactory to the Purchaser); (xi) results of recent searches of the UCC filing records and tax and ERISA and judgment lien records in each jurisdiction in which a filing referred to in subsection (xii) is to be made for filings against each Seller (including any predecessors in interest to any Seller going back five years) and Transferor, showing no filings of record that cover any of the Receivables or the other Transferred Assets other than (i) the financing statements referred to in subsection (xii) (to the extent shown in the searches) and (ii) any other filings as to which the Purchaser has received signed UCC-3 termination statements or pay-off letters in form and substance satisfactory to it; (xii) confirmation satisfactory to the Purchaser that (x) the following have been placed with Lexis Document Services or another filing service selected by the Purchaser for filing, the filing to occur on the Closing Date or the first Business Day thereafter and (y) any filing fees and indebtedness taxes necessary to perfect or protect true security interests by means of such filings have been paid in full: (A) UCC financing statements naming each Seller, as seller/debtor, and Transferor, as secured party/purchaser, in each office where the filing is necessary for the perfection of the sales or contribution of Receivables and Related Assets by each Seller to Transferor; (B) assignments of such existing UCC financing statements to Trustee, as assignee of the secured party, in each office where the filing is necessary for the perfection of the sales of Receivables and Related Assets by each Seller to Transferor; and (C) UCC financing statements naming Transferor, as seller/debtor, and Trustee, as secured party/purchaser, in each office where the filing is necessary for the perfection of the transfers of Receivables and other Transferred Assets by Transferor to Trustee; (xiii) the following opinions addressed to the Purchaser and Trustee, and in each case as to the matters and in such form and substance as shall be satisfactory to the Purchaser and Trustee: (A) opinions of Steptoe and Xxxxxxx as to certain corporate and securities matters concerning ICP, Federal and state tax and UCC matters, true sale and non-consolidation; (B) opinions of Tuke Xxxx & Xxxxxxx as to certain corporate and securities matters concerning General and Coastline, and Tennessee limited partnership, Tennessee state tax and Tennessee UCC matters; and (C) opinions of White & Case and Xxxxx, Rice & Fingersh as to certain state tax matters under Florida law and Missouri law, respectively; (xiv) evidence, reasonably satisfactory to the Purchaser, of the payment of all taxes, fees and other governmental charges, if any, incidental to the issuance of the Certificates and to the consummation of the transactions contemplated hereunder and under the Pooling Agreement; (xv) a solvency certificate of the chief financial officer of ICP with respect to the Sellers, which opinion shall be addressed to the Purchaser and shall be in form and substance satisfactory to the Purchaser; (xvi) such sublicenses and assignments as the Purchaser shall require with regard to all computer and data recovery software used by Servicer or any Seller in connection with the servicing of the Transferred Assets, which sublicenses and assignments will permit any substitute Servicer to use such software; and (xvii) any other information, certificates, opinions and documents as the Purchaser may have reasonably requestrequested. If the conditions specified above have not been fulfilled on the date hereof, any condition specified in this Agreement shall not have been fulfilled when and as required in this Agreement or waived by the Purchaser, in each case the Purchaser's obligations to purchase the Certificate pursuant to this Agreement may be terminated by notice to Transferor. In addition, if, under the circumstances, it shall not be feasible for the Purchaser to invest on the date the funds that are held available by the Purchaser for the Purchase, Transferor and Servicer, jointly and severally, shall pay the Purchaser interest on the funds at the Alternate Base Rate plus two percent from the date of the notice until the next succeeding Business Day on which it is feasible for the Purchaser to invest the funds in the Certificates. Nothing in this paragraph shall operate to relieve Transferor from any of its obligations hereunder or otherwise waive any of the Purchaser's rights against Transferor.

CONDITIONS TO PURCHASE. The obligation obligations of Holders the Purchaser to exchange their Senior Notes purchase and pay for Series A-1 Preferred Stock pursuant to this Agreement is the Certificates being purchased by it hereunder are, at its option, subject to the receipt by Holders of all satisfaction, on or before the Closing Date, of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceconditions: (a) A certificate the representations and warranties of the Secretary or an Assistant Secretary Trustee and the Settlors contained in the Basic Documents shall be true and correct in all material respects on and as of the CompanyClosing Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to a particular date, in which case such representations and warranties shall be true and correct on and as of such date, and the Purchaser shall received a certificate dated the closing date from an officer of each of the Issuer and the Settlors to such effect; (b) on or prior to the Closing Date, setting forth there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of (i) resolutions of its board of directors with respect the approval given by Banco de México to the authorization Trustee for the creation of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations Trust and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), Certificates thereby and (ii) the officers approval given by the CNBV for the registration of the Company who are authorized to sign Securities with the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures Special Section of the authorized officers, (iv) National Registry of Securities and Intermediaries maintained by the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries.CNBV; (c) Certificates representing each Basic Document and any other agreements necessary for the Series A-1 Preferred Stock, duly completed, consummation of the transactions contemplated hereby and thereby shall have been executed and delivered on or prior to each Holder, as applicable.the Closing Date in a form satisfactory to the Purchaser; (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of at the Closing Date., (i) there shall have been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), business prospects, results of operations or business affairs of the Settlors taken as a whole since December 31, 2004, and (ii) there shall have been delivered to the Purchaser a certificate of each of the Settlors, dated the closing Date, signed by a duly authorized officer thereof to such effect; (e) Opinions of Xxxxxx the Certificates shall have been executed, authenticated and Xxxxx, LLP, counsel delivered on or prior to the CompanyClosing Date; (f) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to Holdersthe Purchaser, as opinions of counsel with respect to such matters incident as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the transactions herein contemplated Purchaser; and (ii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., Mexican counsel to the Issuer and the Settlors; (g) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a copy of a notarized power-of-attorney relating to the authority of each Settlor; (h) on or prior to the Closing Date, the Trust Assets shall be free and clear of all liens, security interests, charges, encumbrances, defects and claims, except as Holders expressly permitted by the Basic Documents; (i) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a certificate of a duly authorized officer of each of the Issuer and the Settlors as to the authority, incumbency and specimen signatures of the persons who have executed or will execute each of the Basic Documents and the other instruments and documents to be executed and delivered hereunder and thereunder by the Issuer and the Settlors, and such other documents, opinions and certificates as the Purchaser or its counsel may reasonably request.require; (j) there shall have been delivered to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of each of the Issuer and the Settlors to the effect that (x) the representations and warranties of such party herein are true, accurate and correct in all material respects at, and as if made on, the Closing date and (y) such party has performed in all material respects all of its obligations hereunder to be performed on or before the Closing Date; (k) there shall have been delivered to the Purchaser a copy of any notarized power-of-attorney of the Trustee whereby officers of the Trustee are appointed attorneys-in-fact of the Trustee will power to execute the Certificates, the Basic Documents and any other documents necessary or advisable in connection with the issuance of the Certificates; (l) on the Closing Date, the Purchaser shall have received from CT Corporation System (i) a letter, dated on or prior to the Closing Date to the effect that is accepts the appointment to receive on behalf of the Issuer and the Settlors, respectively, service of process which may be served in any legal action or proceeding arising out of or in connection with the Basic Documents, and (ii) a copy of the public deed or public deeds granted by the Trustee, in its capacity as Trustee, and by the Settlors whereby the granting of general powers of attorney for lawsuits and collections in accordance with the first paragraph of section 2,554 of the Civil Code for the Federal District of Mexico (Código Civil para el Distrito Federal) and its correlative sections of the Federal Civil Code of Mexico (Código Civil Federal) and the Civil Codes of the States of Mexico in favor of such agent for service of process are notarized; and

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxxto the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of Xxxxxx and XxxxxHaynes xxx Xxone, LLPXXX, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by Heller xxx Xxdwest incurred in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxxto the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of Xxxxxx Haynes and XxxxxBoone, LLP, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory xxx xxbstanxx xxtisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by Heller and Midwest incurred in connection with the preparation, executiox xxx delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.

CONDITIONS TO PURCHASE. Acceptance of Assignment of Receivables of Additional Originator; Release and Reconveyance of Certain Receivables. The obligation initial Purchase or acceptance of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement an assignment of security interest of Receivables generated by a Subsidiary of Xxxxxxxx which is not an Originator party hereto on May 19, 2021 is subject to the receipt by Holders conditions precedent that on or prior to the date of all of such Purchase or acceptance, the Seller shall deliver or cause to be delivered to the Administrative Agent the following documents and satisfaction of the other conditions provided in this Section 3.01instruments, each all of which shall be reasonably satisfactory to Holders in a form and substance: substance acceptable to the Administrative Agent and each Facility Agent (with copies for the Facility Agents, and with such additional copies thereof as the Administrative Agent may request): (a) A certificate Consent of all Facility Agents to the addition of such Subsidiary as an Originator hereunder to the extent such consent is required pursuant to Section 3.02 of the Secretary -68- Purchase and Contribution Agreement; (b) A signature page or an Assistant Secretary addendum to this Agreement by which such Subsidiary becomes a party to this Agreement; (c) A signature page or joinder agreement to the Purchase and Contribution Agreement by which such Subsidiary becomes a party to the Purchase and Contribution Agreement; (d) An acknowledgment by the Parent that the Obligations of such Subsidiary are guaranteed by it pursuant to the provisions of Article V of this Agreement; (e) For such Subsidiary, each document or certificate specified in Section 3.02(a) through (d) and Section 3.02(n), dated a date reasonably near the addition of such Subsidiary; (f) A financing statement (Form UCC-l) in proper form for filing naming such Subsidiary as the debtor/seller, the Seller, as the secured party/purchaser, and RBC, as Administrative Agent (on behalf of the CompanyFacility Agents for the benefit of the Purchasers and the XX Xxxxx), as assignee, for filing in the state of such Subsidiary’s organization; (g) Executed copies of proper financing statements (Form UCC-2 or UCC-3), necessary under the laws of all appropriate jurisdictions to release all security interests and other rights of any Person in Receivables previously granted by such Subsidiary; (h) A certified copy of a request for information (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative Agent) dated a date reasonably near such addition listing all effective financing statements which name such Subsidiary as debtor and which, in each case, are filed in jurisdictions in which the Closing Datefilings related to each such Subsidiary were made pursuant to item (g) above, setting forth together with copies of such Liens and financing statements; (i) resolutions Executed Blocked Account Agreements for any Lockboxes, Lockbox Accounts, Depositary Accounts and Blocked Local Accounts holding Collections of its board Receivables originated by such Subsidiary; (j) An opinion of directors Xxxxx Xxxxx LLP, dated a date reasonably near such addition, addressing all such matters included in the opinions described in clauses (j) and (k) of Section 3.02 with respect to the authorization of the Company to execute such Subsidiary; (k) Such historical portfolio information and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies data with respect to such Subsidiary hereunder as may be requested by the existence, qualification and good standing of Administrative Agent; (l) Evidence satisfactory to the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered Administrative Agent that such Subsidiary is able to each Holder, as applicable. (d) A compliance certificate which shall be substantially provide information on a monthly basis sufficient for inclusion in the form attached hereto as Exhibit G, duly and properly executed Monthly Report required by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.Section 4.11(a); and

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject following shall be conditions precedent to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substancePurchase: (a) A certificate The Notes shall have been duly authorized, executed, authenticated, delivered and issued and, upon payment of the Secretary or an Assistant Secretary Purchase Price, shall be entitled to the benefits of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization Indenture. This Agreement and each of the Company to execute other Transaction Documents shall have been duly authorized, executed and deliver certificates representing delivered by the Series A-1 Preferred Stock, the Exchange Agreement Documents respective parties thereto and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended in full force and Restated Bylaws effect, and all conditions precedent contained in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which Transaction Documents shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxxhave been satisfied. (b) Certificates of the appropriate state agencies with respect to the existence, qualification The Purchasers shall have received a written legal opinion under United States and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the CompanyNew York State law, in form and substance satisfactory to Holdersthe Purchasers, from each of (i) Xxxxx & Xxxxxxx LLP, covering corporate, enforceability, Lien perfection, non-contravention of law, no required approvals, no registration, Investment Company Act and such other matters as the Purchasers may reasonably request and (ii) general counsel of the Obligors, covering non-contravention of material agreements and absence of material litigation. (c) The Purchasers and the Indenture Trustee shall have each received signature and incumbency certificates executed by the authorized officers of each of the Guarantors and the Issuer, to enable each of them to enter into the Transaction Documents to which such entity is a party. (d) The Purchasers and the Indenture Trustee shall have received a closing certificate from each Obligor, including (i) the certificate of incorporation or articles of organization of such Obligor, as applicable, certified by the relevant authority of the jurisdiction of organization of such Obligor, (ii) certified bylaws or other operating agreement, as applicable, of such Obligor and (iii) a good standing certificate for such Obligor from its jurisdiction of organization. (e) The costs and expenses incurred by any Purchaser on or prior to the Issue Date and described in the first sentence of Section 3 of the Commitment Letter shall have been reimbursed to such matters incident Purchaser, or paid directly, by the Issuer. Such costs and expenses shall be set forth on a “closing schedule of fees and expenses” approved by the Purchasers and the Issuer and submitted by the Issuer to the Indenture Trustee with appropriate wire instructions. (f) The representations and warranties of the Issuer set forth or referred to in Section 3.1 hereof and in the other Transaction Documents shall be true and correct on the Issue Date. (g) No Default or Event of Default has occurred and is continuing. (h) All corporate and other proceedings in connection with the transactions herein contemplated hereby and the other Transaction Documents and all documents, opinions and certificates incident thereto shall be satisfactory in form and in substance to the Purchasers. (i) The Indenture Trustee shall have received the initial Budget, Portfolio Premium Schedule and Cash Balance Report due on the Issue Date in accordance with the terms of the Indenture. The initial Budget (but not such other documents) shall be provided to the Purchasers. (j) All governmental and third party approvals necessary in connection with the continuing operations of the Group Companies and the transactions contemplated hereby shall have been obtained and be in full force and effect. (k) The Purchasers and the Indenture Trustee shall have received the results of a recent Lien search with respect to each Obligor, and such search shall reveal no Liens on any of the assets of the Obligors except for Permitted Liens, to the extent such Permitted Liens may be present on such assets under the Indenture. (l) The Indenture Trustee shall have received the certificates representing the Pledged Collateral as Holders defined in and pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof. UCC financing statements contemplated by the Security Documents shall have been recorded in the appropriate filing office. (m) The Issuer shall have obtained, and provided to the Purchasers, a CUSIP number for the Notes. (n) The Issuer shall have provided the Securities Intermediary with certified tax identification numbers by furnishing appropriate forms W-9 or W-8 and such other forms and documents that the Securities Intermediary may reasonably request. (o) Unless a waiver shall have been obtained in accordance with Section 2.2, the Issuer’s acceptance of the proceeds of the Note issued on the Issuance Date shall be deemed its acknowledgement that the conditions to closing set forth herein have been complied with or otherwise waived as of such date.

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject following shall be conditions precedent to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substancePurchase: (a) A certificate The Notes shall have been duly authorized, executed, authenticated, delivered and issued and, upon payment of the Secretary or an Assistant Secretary Purchase Price, shall be entitled to the benefits of the CompanyIndenture. This Agreement and each of the other Transaction Documents shall have been duly authorized, dated executed and delivered by the Closing Daterespective parties thereto and shall be in full force and effect, setting forth and all conditions precedent contained in the Transaction Documents shall have been satisfied. (ib) resolutions of its board of directors with respect The Purchasers shall have received a written legal opinion under United States and New York State law, in form and substance satisfactory to the authorization Purchasers, from Xxxxxxx Procter LLP, covering corporate, enforceability, Lien perfection, non-contravention of law, no required approvals, no registration, non-contravention of material agreements, absence of material litigation, Investment Company Act and such other matters as the Purchasers may reasonably request. (c) The Purchasers and the Indenture Trustee shall have each received signature and incumbency certificates executed by the authorized officers of the Company Issuer, to execute and deliver certificates representing enable it to enter into the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Transaction Documents to which it is a party and to enter into the transactions contemplated in those documents party. (including, without limitation, the filing of the Certificate of Designations d) The Purchasers and the issuance of Indenture Trustee shall have received a closing certificate from the Series A-1 Preferred Stock in connection with the Exchange)Issuer, including (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (ivi) the certificate of incorporation of the Company Issuer, certified by the relevant authority of the jurisdiction of organization of the Issuer, (which shall include the Certificate of Designationsii) and the certified bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, Issuer and (viii) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and a good standing certificate for the Issuer from its jurisdiction of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Dateorganization. (e) Opinions The reasonable and documented out-of-pocket costs and expenses incurred by any Purchaser in connection with the issuance of Xxxxxx and Xxxxx, LLP, counsel Notes on or prior to the CompanyIssue Date shall have been reimbursed to such Purchaser, or paid directly, by the Issuer; provided that such reimbursable expenses together with other reimbursable expenses in connection with the entering into and matters related to the other Transaction Documents and the Securities Purchase Agreement, dated June 28, 2013, by and among the Issuer and the purchasers party thereto, the Registration Rights Agreement, dated as of June 28, 2013, by and among the Issuer and the purchasers party thereto, the Purchase Agreement, dated as of June 28, 2013, by and between the Issuer and the purchasers party thereto, shall be $150,000. Such costs and expenses shall be set forth on a “closing schedule of fees and expenses” approved by the Purchasers and the Issuer. (f) The representations and warranties of the Issuer set forth or referred to in Section 3.1 hereof and in the other Transaction Documents shall be true and correct on the Issue Date. (g) No Default or Event of Default has occurred and is continuing. (h) All corporate and other proceedings in connection with the transactions contemplated hereby and the other Transaction Documents and all documents, opinions and certificates incident thereto shall be reasonably satisfactory in form and in substance satisfactory to Holders, as to such matters incident to the Purchasers. (i) All governmental and third party approvals necessary in connection with the continuing operations of the Group Companies and the transactions contemplated hereby shall have been obtained and be in full force and effect. (j) The Purchasers and the Indenture Trustee shall have received the results of a recent Lien search with respect to the Issuer, and such search shall reveal no Liens on any of the assets of the Issuer except for Permitted Liens, to the extent such Permitted Liens may be present on such assets under the Indenture. (k) The Indenture Trustee shall have established the Collateral Account in accordance with and the amounts described in Section 2.14 of the Indenture. (l) The Issuer shall have obtained, and provided to the Purchasers, a CUSIP number for the Notes. (m) Unless a waiver shall have been obtained in accordance with Section 2.2, the Issuer’s acceptance of the proceeds of the Note issued on the Issuance Date shall be deemed its acknowledgement that the conditions to closing set forth herein contemplated have been complied with or otherwise waived as Holders may reasonably requestof such date.

CONDITIONS TO PURCHASE. The obligation of Holders the Purchaser to exchange their Senior Notes purchase ---------------------- and pay for Series A-1 Preferred Stock pursuant to this Agreement is the Purchaser Units at the Closing shall be subject to the receipt fulfillment, or the waiver by Holders of all the Purchaser, prior to or at the Closing, of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceconditions: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization all representations and warranties and other statements of the Company to execute herein shall be, at and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date., after giving effect to the transactions contemplated by this Agreement, true and correct in all material respects; (b) the Company shall have performed and complied with all of its obligations and conditions hereunder to be performed on or prior to the Closing Date in all material respects; (c) the Company shall have furnished or caused to be furnished to the Purchaser a certificate, dated the Closing Date and signed by one of its senior officers as to the fulfillment of the conditions set forth in clauses (a) and (b) of this Section 4; (d) the Company shall have entered into a definitive technology transfer agreement (the "Technology Agreement") with Xxx X. Xxxxx in a form satisfactory with the Company and its counsel; (e) Opinions the Company shall have entered into definitive stock purchase agreements (the "Employee Stock Agreements") with each of Xxxxxx and X. Xxxxxx III, Xxx X. Xxxxx, LLPXxxxx X. Xxxxxx and Xxxx Xxxxx on terms substantially as described in the Business Plan and the Supplemental Business Plan (as defined in the Subscription Agreements) and in a form satisfactory to the Administrative Partners of the Partnership; (f) the Company shall have received prior to the Closing pursuant to this Agreement and the several Subscription Agreements executed and delivered by each of the Purchasers ("Subscription Agreement") cash gross proceeds from the issuance of the Purchaser Units of at least $150,000; and (g) each Purchaser shall have been furnished with the favorable opinion, dated the Closing Date and addressed to the Purchaser from Xxxxxxx & Xxxxx, counsel to for the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably requestAdministrative Partners of the Partnership.

CONDITIONS TO PURCHASE. The obligation of Holders to exchange their Senior purchase the Notes for Series A-1 Preferred Stock pursuant to this Agreement and Warrants is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.016.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, Company setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange)documents, (ii) the officers of the Company (y) who are authorized to sign the Exchange Agreement Subordinated Note and Warrant Documents and the Restructuring Documents to which Company is a party andand (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete articles or certificate of incorporation and bylaws of the Company, respectively, certified as being true and (v) the members of the board of directors of the Subsidiaries of complete. Holders may conclusively rely on such certificate until it receives notice in writing from the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxxto the contrary. (b) A certificate of the Secretary or an Assistant Secretary of each Subsidiary setting forth (i) resolutions of its board of directors with respect to the authorization of such Subsidiary to execute and deliver the Subordinated Note and Warrant Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers of such Subsidiary (y) who are authorized to sign the Subordinated Note and Warrant Documents and the Restructuring Documents to which such Subsidiary is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of the authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Subsidiary, certified as being true and complete. Holders may conclusively rely on such certificate until they receive notice in writing from such Subsidiary to the contrary. (c) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as of Exhibit GC hereto, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) The Notes and the Warrants, duly completed, executed and delivered to each Holder, as applicable. (f) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the CompanyCompany and Subsidiaries, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request. (g) A certificate of insurance coverage of the Company evidencing that the Company is carrying insurance in accordance with Section 7.19. (h) Unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which pro forma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002). (i) Certified copies of the Senior Credit Documents, the promissory notes evidencing the Debt described on Schedule 9.01 and the Subordination Agreement. (j) Stockholders Agreement, Investors Agreement and Registration Rights Agreement duly completed, executed and delivered to Holders. (k) payment of all legal fees and other reasonable expenses incurred by Xxxxxx and Midwest incurred in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby. (l) consummation of the Restructuring Transactions on terms and conditions and pursuant to the Restructuring Documents acceptable in form and substance to the Holders. (m) termination of the Prior Subordination Agreement, the Prior Registration Rights Agreement and the Prior Stockholders Agreement. (n) with respect to Midwest, duly executed and completed (i) SBA Form 480 (Size Status Declaration) and SBA Form 652 (Assurance of Compliance), (ii) SBA Form 1031 (Portfolio Finance Report), Part A and B, and (iii) letter regarding SBA matters in form and substance acceptable to Midwest. (o) such other documents as Holders or special counsel to Holders may reasonably request.

CONDITIONS TO PURCHASE. The Class A Note Purchaser will have no obligation of Holders to exchange their Senior purchase the amended and restated Class A Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substancehereunder unless: (a) each of the Basic Documents shall be in full force and effect and 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; (b) at the time of such issuance, all conditions to the issuance of the Class A Notes under the Indenture and under Section 2.1(b) of the Sale and Servicing Agreement shall have been satisfied and all conditions to the initial Class A Advance set forth under Section 6.02 hereof have been satisfied; (c) the Class A Note Purchaser shall have received a duly executed, authorized and authenticated Class A Note registered as provided in Section 2.01 and stating that the principal amount thereof shall not exceed the Class A Maximum Invested Amount; (d) the Issuer shall have paid all fees required to be paid by it on or prior to the date hereof, including all fees required under Section 3.01 hereof; (e) the Class A Notes purchased by the Class A Note Purchaser hereunder shall be entitled to the benefit of the security provided in the Indenture and shall constitute the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (f) no Material Adverse Change shall have occurred with respect to CPS or the Issuer since September 30, 2006; (g) the Class A Note Purchaser shall have received: (i) a duly executed and delivered original counterpart of each Basic Document (other than any Basic Document that contemplates delivery on a date that is after the Class B Closing Date), each such document being in full force and effect; (ii) certified copies of charter documents and each amendment thereto, and resolutions of (A) the Board of Directors of each of the Issuer and the Servicer authorizing or ratifying the execution, delivery and performance, respectively, of all Basic Documents to which it is a party, (B) the issuance of Class A Notes contemplated hereunder and the issuance of the Class B Notes contemplated under the Class B Note Purchase Agreement and (C) the granting of the security interests contemplated under the Basic Documents, certified by the Secretary or an Assistant Secretary of each of the Issuer and the Servicer as of the Class A Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate; (iii) a certificate of the Secretary or an Assistant Secretary of the CompanyIssuer and the Servicer, dated as applicable, certifying the Closing Date, setting forth (i) resolutions names and the signatures of its board officer or officers authorized to sign all transaction documents to which it is a party; (iv) a certificate of directors with respect a senior officer of CPS to the authorization effect that the representations and warranties of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents Seller and the Restructuring Servicer in this Agreement and the other Basic Documents to which it is a party are true and to enter into the transactions contemplated in those documents (including, without limitation, the filing correct as of the Certificate of Designations date hereof, and that the Seller and the issuance Servicer 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 date hereof; (v) a certificate of a senior officer of the Series A-1 Preferred Stock in connection with Issuer to the Exchange), (ii) effect that the officers representations and warranties of the Company who are authorized to sign the Exchange Agreement Documents Issuer and the Restructuring Purchaser in this Agreement and the other Basic Documents to which Company it is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the are true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated correct as of the Class A Closing Date and that 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 date hereof; (vi) legal opinions (including opinions relating to true sale, non-consolidation, UCC, enforceability and corporate matters, any of which may take the form of a "bring-down" opinion from the opinions issued on the Class A Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident the Class A Note Purchaser; (vii) evidence satisfactory to the transactions herein contemplated Class A Note Purchaser of completion of all necessary UCC filings and search reports; (viii) payment of Class A Note Purchaser's reasonable out-of-pocket fees and expenses in accordance with Section 3.01(c) hereof; (ix) copies of certificates (long form) 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 Servicer in the States of Delaware and California, in each case, dated no earlier than 15 days prior to the Class B Closing Date; (x) copies (which may be delivered in electronic format) of any commitment or agreement between the Issuer and the Servicer and any lender or other financial institution, other than any such commitment or agreement (or portion thereof) which the Class A Note Purchaser specifically agrees are not required to be delivered hereunder; and (xi) such other documents, opinions and information as Holders the Class A Note Purchaser may reasonably request; and (h) the Class A Note Purchaser shall have completed to its satisfaction its due diligence review of the Issuer and the Servicer and its respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and its loan files.

CONDITIONS TO PURCHASE. The obligation of Holders Purchasers’ respective obligations to exchange their purchase the Senior Incremental Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to shall become effective only upon the receipt by Holders satisfaction of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substanceprecedent: (a) A certificate of On or before the Secretary or an Assistant Secretary of Purchase Date, Company, Parent and Guarantors shall deliver to the CompanyPurchasers the following, each, unless otherwise noted, dated the Closing Purchase Date: i. copies of all amendments to the Organizational Documents of such Person executed on or after July 17, setting forth (i) 2006, in each case, certified by the Secretary of State of its jurisdiction of organization or, if such document is of a type that may not be so certified, certified by the secretary or similar officer of such Person, together with a good standing certificate from the Secretary of State of its jurisdiction of organization and, to the extent generally available, a certificate or other evidence of good standing as to payment of any applicable franchise or similar taxes from the appropriate taxing authority of such jurisdiction, each dated a recent date prior to the Purchase Date; ii. resolutions of its board of directors with respect to directors, manager or sole member, as the authorization case may be, approving and authorizing the execution, delivery, and performance of this Agreement and approving and authorizing the execution, delivery and payment of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F)Senior Incremental Notes, certified as being the true and complete certificate of incorporation and bylaws of the Company, respectivelyPurchase Date by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; iii. signature and incumbency certificates of its officers executing this Agreement, and (v) the members Senior Incremental Notes; and iv. original executed copies of this Agreement and the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx XxxxSenior Incremental Notes. (b) Certificates The Purchasers and the Collateral Agent shall have received a favorable written opinion of Weil, Gotshal & Xxxxxx LLP, counsel for Company, Parent and Guarantors, in the form attached as Exhibit A hereto, dated as of the appropriate state agencies Purchase Date, with respect to the existence, qualification and good standing enforceability of the Company Senior Incremental Notes and its Subsidiariesthe other Notes, this Agreement, the other Note Documents and as to such other matters as the Purchasers and the Collateral Agent may reasonably request. (c) Certificates representing On or before the Series A-1 Preferred StockPurchase Date, duly completedall corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by any Purchaser or its counsel shall be satisfactory in form and substance to such Purchaser and such counsel, executed and delivered to each Holder, such Purchaser and such counsel shall have received all such counterpart originals or certified copies of such documents as applicablesuch Purchaser may reasonably request. (d) A compliance After giving effect to the transactions contemplated by this Agreement, (i) no Default or Event of Default (each as defined under the Note Documents) shall have occurred and be continuing under the Note Documents or result from this Agreement becoming effective in accordance with its terms, (ii) no Default or Event of Default (each as defined under the Second Lien Documents) shall have occurred and be continuing under the Second Lien Documents or result from this Agreement becoming effective in accordance with its terms, and (iii) no Default or Event of Default (each as defined under the Exchange Note Documents) shall have occurred and be continuing under the Exchange Note Documents or result from this Agreement becoming effective in accordance with its terms, and Company shall have delivered an officer’s certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Dateto such effect. (e) Opinions Company shall use the net proceeds from the sale of Xxxxxx the Senior Incremental Notes solely to fund the operations of Company in the ordinary course of business and Xxxxxnot for any other purpose including the acquisition of any business or assets (it being understood that Company may make Permitted Investments pursuant to clause (viii) of the definition of “Permitted Investments”) or for the repayment of any Indebtedness. For the avoidance of doubt, LLP, counsel Section 4.9 of the First Lien Purchase Agreement shall not apply to the Company, in form and substance satisfactory issuance of the Senior Incremental Notes pursuant to Holders, as this Agreement. (f) Without limiting any obligation of Company to such matters incident reimburse the expenses pursuant to the transactions herein contemplated as Holders may reasonably requestterms of the Note Documents, Company hereby agrees that on or before the Purchase Date, Company shall reimburse each Purchaser for any and all out-of-pocket expenses (including reasonable attorneys’ fees) incurred by such Purchaser in connection with this Agreement and the matters related hereto.