Common use of CONDITIONS TO PURCHASE Clause in Contracts

CONDITIONS TO PURCHASE. The obligations of the Purchaser to purchase and pay for the Notes being purchased by it hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions; (a) the representations and warranties of the Trustee and the Settlors contained herein and in the Basic Documents shall be true and correct in all material respects on and as of the Closing 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 receive a certificate on 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, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV; (c) each Basic Document and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby shall have been executed and delivered on or prior to the Closing Date in a form satisfactory to the Purchaser; (d) 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) the Notes shall have been issued executed, authenticated and delivered on or prior to the Closing Date; (f) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to the Purchaser, opinions of counsel with respect to such matters as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the 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 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 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, certifying 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 and under the Basic Documents to be performed on or before the Closing Date;

CONDITIONS TO PURCHASE. The obligations of the Note Purchaser will have no obligation to purchase and pay for the Notes being purchased by it hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions;unless: (a) the representations and warranties each of the Trustee and the Settlors contained herein and in the Basic Documents shall be true in full force and correct in effect and all material respects on consents, waivers and as of the Closing 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 receive a certificate on 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, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV; (c) each Basic Document and any other agreements approvals necessary for the consummation of the transactions contemplated hereby and thereby by the Basic Documents shall have been executed obtained and delivered on or prior shall be in full force and effect; (b) at the time of such issuance, all conditions to the Closing Date in a form satisfactory issuance of the 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 Purchaserinitial Advance set forth under SECTION 6.02 hereof have been satisfied; (c) the Note Purchaser shall have received a duly executed, authorized and authenticated Note registered in its name and stating that the principal amount thereof shall not exceed the Maximum Invested Amount; (d) at the Issuer shall have paid all fees required to be paid by it on 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 effectincluding all fees required under SECTION 3.01 hereof; (e) 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 obligations of the Issuer, enforceable against the Issuer in accordance with their terms; (f) no Material Adverse Change shall have been issued executedoccurred with respect to CPS or the Issuer since September 30, authenticated 2005; (g) the 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 after the 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 Notes contemplated hereunder and (C) the granting of the security interest contemplated under the Indenture, certified by the Secretary or an Assistant Secretary of each of the Issuer and the Servicer as of the 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 Issuer and the Servicer, as applicable, certifying the names and the signatures of its officer or officers authorized to sign all transaction documents to which it is a party; (iv) a certificate of a senior officer of CPS to the effect that the representations and warranties of the Seller and the Servicer in this Agreement and the other Basic Documents to which it is a party are true and correct as of the Closing Date, and that the Seller and the 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 Closing Date; (fv) 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 it is a party are true and correct as of the 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 Closing Date; (vi) legal opinions (including opinions relating to true sale, there shall have been delivered to the Purchasernon-consolidation, UCC, enforceability and corporate matters) in form and substance satisfactory to the Note Purchaser, opinions of counsel with respect to such matters as the Purchaser may reasonably request from: ; (ivii) Forastieri Abogados, S.C., Mexican counsel evidence satisfactory to the Note Purchaser of completion of all necessary UCC filings and search reports; (viii) payment of Note Purchaser; 's reasonable out-of-pocket fees and expenses in accordance with SECTION 3.01(C) hereof; (iiix) Xxxx Xxxxxcopies of certificates (long form) or other evidence from the Secretary of State or other appropriate authority of the States of Delaware and California, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., Mexican counsel to evidencing the good standing of the Issuer and the Settlors; (g) on or Servicer in the States of Delaware and California, in each case, dated no earlier than 15 days 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; (hx) on copies (which may be delivered in electronic format) of any commitment 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 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 agreement between the Issuer and the Settlors as to Servicer and any lender or other financial institution, other than any such commitment or agreement (or portion thereof) which 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 Note Purchaser specifically agrees are not required to be executed and delivered hereunder and thereunder by the Issuer and the Settlors, and hereunder; and (xi) such other documents, opinions and certificates information as the Note Purchaser or its counsel may reasonably require;request; and (jh) there the Note Purchaser shall have been delivered completed to the Purchaser a certificate, dated the Closing Date, signed by a duly authorized officer of each its satisfaction its due diligence review of the Issuer and the SettlorsServicer and its respective management, certifying that (x) the representations controlling stockholders, systems, underwriting, servicing and warranties of such party herein are truecollection operations, accurate static pool performance 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 and under the Basic Documents to be performed on or before the Closing Date;loan files.

CONDITIONS TO PURCHASE. The obligations following shall be conditions precedent to the purchase of the Purchaser to purchase and pay for Note on the Notes being purchased by it hereunder are, at its option, subject to the satisfaction, on or before the Closing Initial Issue Date, of the following conditions;: (a) the representations The Notes shall have been duly authorized, executed, authenticated, delivered and warranties issued and, upon payment of the Trustee and the Settlors contained herein and in the Basic Documents Purchase Price, shall be true and correct in all material respects on and as entitled to the benefits of the Closing Date as if made on Indenture. This Agreement 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 receive a certificate on the Closing Date from an officer of each of the Issuer other Transaction Documents shall have been duly authorized, executed and delivered by the Settlors to such respective parties thereto and shall be in full force and effect;, and all conditions precedent contained in the Transaction Documents shall have been satisfied. (b) on or prior to the Closing Date, there The Purchaser shall have been delivered to the Purchaser in form received a written legal opinion under United States and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV; (c) each Basic Document and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby shall have been executed and delivered on or prior to the Closing Date in a form satisfactory to the Purchaser; (d) 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) the Notes shall have been issued executed, authenticated and delivered on or prior to the Closing Date; (f) on or prior to the Closing Date, there shall have been delivered to the PurchaserNew York State law, in form and substance satisfactory to the Purchaser, opinions from each of counsel with respect to (i) Xxxxx & Xxxxxxx LLP, covering corporate authorization, enforceability, non-contravention of material agreements, Lien perfection, non-contravention of law, no required approvals, no registration, Investment Company Act and such other matters as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the Purchaser; and (ii) Xxxx Xxxxxgeneral counsel of the Obligors, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., Mexican counsel to the Issuer covering absence of material litigation. (c) The Purchaser and the Settlors;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. (gd) The Purchaser 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, (iii) a good standing certificate for such Obligor from its jurisdiction of organization and (iv) resolutions of the board of directors (or similar governing body) and where required its general meeting of shareholders (or similar body) authorizing and approving such Obligor’s execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated thereby. (e) The costs and expenses incurred by the Purchaser and the Indenture Trustee on or prior to the Closing DateInitial Issue Date (and in the case of the Purchaser, there as described in the Fee Letter) shall have been delivered paid in full. Such costs and expenses shall be set forth on a “closing schedule of fees and expenses” approved by the Purchaser and the Issuer. (f) All other amounts due and owing under the Fee Letter, including the Facility Fee described therein, shall have been paid to the Purchaser, . (g) The representations and warranties of the Obligors set forth or referred to in form Section 3.1 hereof and substance satisfactory to in the Purchaser, a copy of a notarized power-of-attorney relating to other Transaction Documents shall be true and correct on the authority of each Settlor;Initial Issue Date. (h) on No Default or prior to the Closing Date, the Trust Assets shall be free Event of Default has occurred and clear of all liens, security interests, charges, encumbrances, defects and claims, except as expressly permitted by the Basic Documents;is continuing. (i) on or prior to All corporate and other proceedings in connection with 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 transactions contemplated hereby and the other instruments and documents to be executed and delivered hereunder and thereunder by the Issuer and the SettlorsTransaction Documents, and such other all documents, opinions and certificates as incident thereto shall be satisfactory in form and in substance to the Purchaser or its counsel may reasonably require;Purchaser. (j) there 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 delivered obtained and be in full force and effect. (k) The Purchaser 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 Purchaser a certificateextent 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 defined in and pledged pursuant to the Pledge Agreement and the Indenture, dated the Closing Date, signed together with an undated stock power for each such certificate executed in blank by a duly authorized officer of each 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 Purchaser, 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 request. (o) Unless a waiver shall have been obtained in accordance with Section 2.3, the Issuer’s acceptance of the Issuer and proceeds of the Settlors, certifying Note issued on the Initial Issue Date shall be deemed its acknowledgement that (x) the representations and warranties conditions to closing set forth herein have been complied with or otherwise waived as 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 and under the Basic Documents to be performed on or before the Closing Date;date.

CONDITIONS TO PURCHASE. The obligations of the Purchaser Noteholder's obligation to purchase and pay for the Notes being purchased by it make Advances hereunder are, at its option, is subject to the satisfactionfulfilment, on or before to the Closing Datesatisfaction of the Noteholder, of each of the following conditions;: (a) Solely with respect to the initial Advance under the Note, the Noteholder shall have received certified or original copies of the following documents, all duly executed and delivered by the respective parties thereto and in full force and effect and otherwise in form and substance reasonably satisfactory to the Noteholder: (i) the certificate of formation and limited liability company agreement of the Issuer (including any amendments thereto), (ii) the resolutions of Goldman Sachs Hedge Fund Strategies LLC, a limited liability xxxxxxy organized under the laws of Delaware (the "MANAGING MEMBER"), the managing member of the Issuer, authorizing and approving the issuance by the Issuer of the Note and the borrowing of Advances up to the Commitment, (iii) a certificate issued by the Secretary of State of Delaware as to the good standing of the Issuer, (iv) the Issuer's Private Placement Memorandum dated as of June 2003, and all amendments, supplements and modifications thereto (as so amended, supplemented and otherwise modified as of the date hereof, the "PPM") and all forms of subscription agreements, in each case, as in effect as of such date, (v) the Investment Management Agreement dated as of August 1, 2003 between the Managing Member and Issuer, (vi) the Amended and Restated Services Agreement dated as of May 4, 2004 among the Issuer, the Managing Member and SEI Global Investors, Inc. (the "FUND ADMINISTRATOR"); (vii) a certificate of the secretary of the Managing Member attesting as to incumbency of all officers signing this Agreement and the Note and addressing such other matters as the Noteholder may reasonably request, (viii) the legal opinion of internal staff counsel of the Issuer with respect to such matters as the Noteholder may reasonably request, (ix) evidence reasonably satisfactory to the Noteholder that the NAV of the Issuer as of the date of the initial Advance is not less than $450,000,000, and (x) such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Noteholder shall have reasonably requested (the documents and agreements referred to in clauses (i)-(vi) of this Section 4(a), collectively, the "SPECIFIED AGREEMENTS"). (b) The Noteholder shall have received a duly executed Notice of Advance with respect to each such Advance. (c) The representations and warranties of the Trustee and the Settlors contained Issuer herein and in the Basic Documents shall be true and correct in all material respects on and as of the Closing 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 receive a certificate on the Closing Date from an officer date of each of the Issuer Advance, before and the Settlors after giving effect to each such effect; (b) on or prior to the Closing Date, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV; (c) each Basic Document and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby shall have been executed and delivered on or prior to the Closing Date in a form satisfactory to the Purchaser;Advance. (d) at the Closing Date, (i) there The Issuer shall have been no performed and complied in all material adverse change, or any development involving a prospective material adverse change, respects with all obligations and agreements required herein and in the condition (financial Note to be performed 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 complied with by a duly authorized officer thereof to such effect;it. (e) No Event of Default or event that with the Notes lapse of time or the giving of notice or both would constitute an Event of Default shall have been issued executedoccurred and be continuing hereunder or under the Note, authenticated and delivered on or prior to would result from the Closing Date;making of such Advance or from the application of the proceeds therefrom. (f) on The Issuer shall have complied with, or prior caused the compliance of, to the Closing Date, there shall have been delivered to reasonable satisfaction of the Purchaser, Noteholder the reporting requirements set forth in form and substance satisfactory to SCHEDULE I hereto as of the Purchaser, opinions date of counsel with respect to such matters as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the Purchaser; and (ii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., Mexican counsel to the Issuer and the Settlors;Advance. (g) on or prior After giving effect 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 Datesuch Advance, the Trust Assets shall be free and clear sum of the principal amount of all liensAdvances outstanding shall not exceed Commitment, security interests, charges, encumbrances, defects and claims, except as expressly permitted determined 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 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, certifying 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 and under the Basic Documents to be performed on or before the Closing Date;Noteholder.

CONDITIONS TO PURCHASE. The obligations obligation of the each Purchaser to purchase and pay for a Note or Notes at the Notes being purchased by it hereunder are, at its option, Closing is subject to the satisfaction, on or before the Closing Date, satisfaction of such of the following conditions;conditions as shall not have been expressly waived by such Purchaser: (a) the fact that, immediately before and after such purchase, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Trustee and the Settlors Issuer contained herein and in the Basic Documents shall be true and correct in all material respects on and as of the Closing 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 this Agreement shall be true and correct on and as of the date of such date, purchase and before and after giving effect to the Purchaser shall receive a certificate on the Closing Date from an officer of each issuance and purchase of the Issuer and the Settlors to such effect; (b) on or prior to the Closing Date, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBVNotes; (c) each Basic Document and any other agreements necessary for the consummation receipt by such Purchaser of a Note duly executed on behalf of the transactions contemplated hereby Issuer and thereby shall have been executed and delivered on dated the date of such purchase, substantially in the form of Exhibit X-0, Xxxxxxx X-0 or prior to Exhibit A-3, as the Closing Date in a form satisfactory to the Purchasercase may be; (d) at receipt by such Purchaser of an opinion of Xxxxx Xxxxx LLP, counsel for the Closing DateIssuer, (i) there shall have been no material adverse change, or any development involving a prospective material adverse change, substantially in the condition (financial or otherwise), business prospects, results form 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 effectExhibit B hereto; (e) receipt by such Purchaser of an opinion of Xxxx X. Xxxxxxxxx, Managing Counsel for the Issuer, substantially in the form of Exhibit C hereto; (f) receipt by such Purchaser of an opinion of Xxxxxxx and Xxxxxx, special counsel for the Purchasers, substantially in the form of Exhibit D hereto; (g) receipt by such Purchaser of a certificate signed by the chief financial officer or the treasurer of the Issuer, to the effect set forth in clauses (a) and (b) of Section 3.01; (h) on the Closing Date, the purchase of Notes by such Purchaser shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof; and, if requested by any Purchaser, such Purchaser shall have been issued executedreceived a certificate of the chief financial officer, authenticated and delivered principal accounting officer, treasurer or comptroller of the Issuer or of any other officer of the Issuer whose responsibilities extend to the subject matter of such certificate, certifying as to such matters of fact (but in no event as to a legal conclusion with respect thereto) as such Purchaser may reasonably specify in a form to be provided by such Purchaser, to enable such Purchaser to determine whether such purchase is so permitted; (i) without limiting the provisions of Section 8.03, the Issuer shall have paid on or before the Closing Date the fees, charges and disbursements of special counsel for the Purchasers referred to in paragraph (f) above to the extent reflected in a statement of such counsel rendered to the Issuer at least one Business Day prior to the Closing Date; (fj) on or evidence satisfactory to such Purchaser of the receipt of Private Placement Numbers for each Series of the Notes from Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners); (k) the fact that the Issuer shall have issued and sold (i) $75,000,000 in aggregate principal amount of Series A Notes, (ii) $75,000,000 in aggregate principal amount of Series B Notes and (iii) $20,000,000 in aggregate principal amount of Series C Notes hereunder (taking into account the Notes to be purchased by such Purchaser); (l) at least three Business Days prior to the Closing Date, there such Purchaser shall have been delivered received written instructions executed by the chief financial officer, principal accounting officer, treasurer or comptroller of the Issuer directing the manner of the payment of funds and setting forth (i) the name and address of the transferee bank, (ii) such transferee bank's ABA number, (iii) the account name and number into which the purchase price for the Notes is to be deposited, and (iv) the name and telephone number of the account representative responsible for verifying receipt of such funds; and (m) receipt by such Purchaser of all documents it or its special counsel may reasonably request relating to the Purchaserexistence of the Issuer, the corporate authority for and the validity of the Notes and this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to special counsel for the Purchaser, Purchasers. The documents and opinions of counsel with respect referred to such matters as the in this Article III shall be delivered to each Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the 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 no later than the Closing Date, there shall have been delivered . The certificate and opinions referred 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 above shall be free and clear of all liens, security interests, charges, encumbrances, defects and claims, except as 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 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, certifying 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 and under the Basic Documents to be performed on or before the Closing Date;.

CONDITIONS TO PURCHASE. The obligations obligation of the each Purchaser to purchase and pay for a Note or Notes at the Notes being purchased by it hereunder are, at its option, Closing is subject to the satisfaction, on or before the Closing Date, satisfaction of such of the following conditions;conditions as shall not have been expressly waived by such Purchaser: (a) the fact that, immediately before and after such purchase, no Default shall have occurred and be continuing; (b) the fact that the representations and warranties of the Trustee and the Settlors Issuer contained herein and in the Basic Documents shall be true and correct in all material respects on and as of the Closing 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 this Agreement shall be true and correct on and as of the date of such date, purchase and before and after giving effect to the Purchaser shall receive a certificate on the Closing Date from an officer of each issuance and purchase of the Issuer and the Settlors to such effect; (b) on or prior to the Closing Date, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBVNotes; (c) each Basic Document and any other agreements necessary for the consummation receipt by such Purchaser of a Note duly executed on behalf of the transactions contemplated hereby Issuer and thereby shall have been executed and delivered on or prior to dated the Closing Date date of such purchase, substantially in a the form satisfactory to the Purchaserof Exhibit A hereto; (d) at receipt by such Purchaser of an opinion of Bakex & Xottx, counsel for the Closing DateIssuer, (i) there shall have been no material adverse change, or any development involving a prospective material adverse change, substantially in the condition (financial or otherwise), business prospects, results form 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 effectExhibit B hereto; (e) receipt by such Purchaser of an opinion of Lisa X. Xxxxxxxxx, Xxnaging Counsel for the Issuer, substantially in the form Of Exhibit C hereto; (f) receipt by such Purchaser of an opinion of Milbank, Tweed, Hadlxx & XcClxx, xxecial counsel for the Purchasers, substantially in the form of Exhibit D hereto; (g) receipt by such Purchaser of a certificate signed by the chief financial officer or the treasurer of the Issuer, to the effect set forth in clauses (a) and (b) of Section 3.01; (h) on the Closing Date, the purchase of Notes by such Purchaser shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation G, T or X of the Board of Governors of the Federal Reserve System) and (iii) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof; and, if requested by any Purchaser, such Purchaser shall have been issued executedreceived a certificate of the chief financial officer, authenticated and delivered principal accounting officer, treasurer or comptroller of the Issuer or of any other officer of the Issuer whose responsibilities extend to the subject matter of such certificate, certifying as to such matters of fact (but in no event as to a legal conclusion with respect thereto) as such Purchaser may reasonably specify in a form to be provided by such Purchaser, to enable such Purchaser to determine whether such purchase is so permitted; (i) without limiting the provisions of Section 8.03, the Issuer shall have paid on or before the Closing Date the fees, charges and disbursements of special counsel for the Purchasers referred to in paragraph (f) above to the extent reflected in a statement of such counsel rendered to the Issuer at least one Business Day prior to the Closing Date; (fj) on evidence satisfactory to such Purchaser of the receipt of a Private Placement Number for the Notes from the CUSIP Bureau of Standard & Poor's; (k) the fact that the Issuer shall have issued and sold $100,000,000 in aggregate principal amount of Notes hereunder (taking into account the Notes to be purchased by such Purchaser); and (l) receipt by such Purchaser of all documents it or prior its special counsel may reasonably request relating to the Closing Dateexistence of the Issuer, there shall have been delivered to the Purchasercorporate authority for and the validity of the Notes and this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to special counsel for the Purchaser, Purchasers. The documents and opinions of counsel with respect referred to such matters as the in this Article III shall be delivered to each Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the 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 no later than the Closing Date, there shall have been delivered . The certificate and opinions referred 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 above shall be free and clear of all liens, security interests, charges, encumbrances, defects and claims, except as 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 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, certifying 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 and under the Basic Documents to be performed on or before the Closing Date;.

CONDITIONS TO PURCHASE. The obligations of the Purchaser shall not be obligated to purchase and pay for the Notes being purchased by it any Receivable hereunder are, at its option, subject to the satisfaction, on or before the Closing Date, until each of the following conditions;conditions shall have been satisfied: (a) the Purchaser shall have received (i) an amendment to the UCC-1 financing statements filed in connection with the Original Agreement, executed by the Seller, naming the Seller as assignor of the Purchased Receivables and Related Assets and the Purchaser as the transferee and assignee thereof, and (ii) such other similar instruments and documents as in the opinion of the Purchaser may be necessary or desirable under applicable law to perfect the Purchaser's interest in all the Purchased Receivables and Related Assets; (b) the representations and warranties of the Trustee and the Settlors contained herein and in the Basic Documents Section 4.01 hereof shall be true and correct in all material respects on and as of the Closing 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 receive a certificate on 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, there shall have been delivered to the Purchaser in form and substance satisfactory to the Purchaser copies of the approval given by the CNBV for the registration of the Notes with the Special Section of the National Registry of Securities and Intermediaries maintained by the CNBV; (c) each Basic Document and any other agreements necessary for the consummation of the transactions contemplated hereby and thereby no Termination Event shall have been executed occurred; (d) with respect to any Receivable that is a Mortgage Loan, the Purchaser shall have received the following described instruments and delivered on or documents prior to the Closing Date on which the applicable Mortgage Loan is being purchased hereunder: (i) the original Mortgage Note evidencing such Mortgage Loan, duly endorsed in a form satisfactory blank as follows: "Pay to the Purchaserorder of ____________________________________, without recourse NEW CENTURY MORTGAGE CORPORATION By __________________________________ Title _______________________________" (ii) a copy of the Mortgage securing such Mortgage Loan, certified by the closing agent to be a true and exact copy of the original Mortgage as submitted for recording; (diii) 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 effectexecuted appropriate assignment of said Mortgage in blank and in recordable form; (eiv) if there are any intermediate assignments of said Mortgage, two copies of each such assignment, certified by the Notes shall have been issued executed, authenticated closing agent or the Seller to be a true and delivered on or prior to exact copy of the Closing Dateoriginal thereof as submitted for recording; (fv) if any of the foregoing documents was executed on or prior behalf of a party thereto by another Person under a power of attorney, a copy of the original executed copy of such power of attorney, certified by the closing agent to be a true and exact copy of the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to the Purchaser, opinions of counsel with respect to such matters as the Purchaser may reasonably request from: (i) Forastieri Abogados, S.C., Mexican counsel to the Purchaser; and (ii) Xxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx y Xxxxx, S.C., Mexican counsel to the Issuer and the Settlorsoriginal thereof; (gvi) on or prior to the Closing Date, there shall have been delivered to the Purchaser, in form and substance satisfactory to if requested by the Purchaser, a copy of a notarized power-of-attorney relating to the authority of each Settlor;closing agent's settlement statement for such Mortgage Loan; and (hvii) 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 expressly permitted if requested 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 completed Seller Worksheet Concerning Applicability of a duly authorized officer Section 32 of each Regulation Z (12 CFR Section 226.32) and, if said Section 32 applies, copies of the Issuer disclosure 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 require; (j) there shall have been related documentation delivered to the Purchaser a certificatemortgagor, dated or executed by the Closing Datemortgagor, signed by a duly authorized officer of each of the Issuer and the Settlors, certifying that evidencing compliance with said Section 32; and (xe) the representations Purchaser shall have received such additional agreements, documents and warranties of such party herein are trueinstruments as it may request, accurate and correct in all material respects atits sole discretion, and as if made on, from the Closing date and (y) such party has performed in all material respects all of its obligations hereunder and under the Basic Documents to be performed on or before the Closing Date;Seller.