Common use of Conditions Precedent to All Purchases Clause in Contracts

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral from the Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of Each Purchase (including the Buyer to Purchase the Collateral from the Seller on any Purchase Date Initial Purchase) shall be subject to the satisfaction of the following further conditions precedent that: (a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a), (b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement, (c) on the date of such Purchase, the following statements shall be true: (i) The representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and Article IV are correct on and as of such date day as though made on and as of such date and date, except for those that refer to specific dates, which shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects correct as of the related Purchase Date;dates indicated therein, (cii) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no No event has occurred and is continuing, or would result from such Purchase, that which constitutes a Default Termination or an Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit AgreementTermination, the final day of the Reinvestment Period shall not have occurred; and (fiii) no Applicable Law No law or regulation shall prohibit or enjoinprohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. (a) The obligations of the Buyer to Purchase the Collateral from the Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (ai) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such daydate (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (bii) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto; (ciii) on and as of such Purchase Date, the Seller shall have performed all of the obligations, covenants and agreements required to be performed by it with respect to the related Collateral on or prior to such date pursuant to the provisions of this Agreement; , including ensuring that all financing statements or other similar instruments or documents necessary under the UCC (dor any comparable law) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase all appropriate jurisdictions to perfect the Buyer’s ownership interest in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not related Collateral Obligations have occurredbeen duly filed; and (fiv) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by Date occurs during the Buyer in accordance with Prefunding Period or the provisions hereofReinvestment Period.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral from the Seller Mortgage Loans as contemplated by this Agreement on any Purchase Date (including the initial Purchase Date) shall be subject to the satisfaction of the following conditions precedent thatprecedent: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 ARTICLE V shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such dayday (other than any representation and warranty that is made as of a specific date); (b) the Seller shall have delivered to the Buyer a duly executed and completed Loan List Sale Assignment along with a Schedule I that is true, accurate and complete in all material respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has Termination Event or Unmatured Termination Event shall have occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement;; and (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law applicable law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral Transferred Assets from the Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Revolving Period shall not have occurredended; and (fe) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations obligation of Purchaser to pay for each Receivable on each Purchase Date (including the Closing Date) shall be subject to the further conditions precedent (any one of which can be waived by Purchaser) that on such Purchase Date: (a) the following statements shall be true (and the acceptance by Originator of the Buyer to Purchase the Collateral from the Seller Price for any Receivables on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that:constitute a representation and warranty by Originator that on such Purchase Date such statements are true): (ai) all the representations and warranties of the Seller Originator contained in Sections 4.01 4.1 and 4.02 4.2 shall be true and correct on and as of such date Purchase Date as though made on and as of such date date; and (ii) no Purchase Termination Event or Incipient Purchase Termination Event shall have occurred and shall be deemed to have been made on and as of such daycontinuing; (b) the Seller Originator shall have delivered clearly and unambiguously marked its accounting records evidencing the Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to the Buyer a duly completed Loan List that is true, accurate and complete Purchaser in all respects as of the related Purchase Dateaccordance with this Agreement; (c) on and as of such Purchase Date, the Seller no material change shall have performed all occurred after the Closing Date with respect to Originator's systems, computer programs, related materials, computer tapes, disks and cassettes, procedures and record keeping relating to and required for the collection of the covenants Receivables by Originator which makes them not sufficient and agreements required satisfactory in order to be performed permit the purchase, administration and collection of the Receivables by it on or prior to such date pursuant to Purchaser in accordance with the provisions terms and intent of this Agreement;; and (d) no event has occurred and is continuingPurchaser shall have received such other approvals, opinions or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereofdocuments as Purchaser may reasonably request.

Conditions Precedent to All Purchases. The obligations of the Buyer to Each Purchase the Collateral from the Seller on any Purchase Date hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) all prior to 12:00 noon (eastern time) on the Business Day prior to the date of such Purchase, the Buyer and the Collateral Agent shall have received a bill of sale and blanket assignment, in the form set forth in Exh▇▇▇▇ B-I or Exhibit B-II hereto, and duly executed and delivered by the applicable Seller, with respect to the Mortgage Assets included in such Purchase; (b) the Principal Mortgage Documents with respect to each Mortgage Loan included in such Purchase, other than Wet Loans, shall have been physically delivered to the possession of the Collateral Agent; (c) on the date of such Purchase the following statements shall be true (and any of the Sellers, by accepting the amount of such Purchase, shall be deemed to have certified that): (1) The representations and warranties of the Seller contained in Sections Section 4.01 and 4.02 shall be true and are correct on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such day;date, (b2) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no No event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or an Event of Default (unless such purchase or would cure such Default or Event of constitute a Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement;, and (e3) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period The Buyer shall not have occurred; and (f) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, delivered to the making of any such Purchase by applicable Seller a notice that the Buyer in accordance with the provisions hereofshall not make any further Purchases hereunder.

Conditions Precedent to All Purchases. The obligations of Each Purchase (including the Buyer to Purchase the Collateral from the Seller on any Purchase Date initial Purchase) hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) on or prior to the date of such Purchase, SAI shall have delivered to the Purchaser a written report identifying, among other things, the Receivables (including the underlying Contracts) to be included in such Purchase and the then outstanding Purchased Receivables and the aged balance thereof, in each case correlated to Purchases; (b) on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Receivables Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) each Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Contracts, Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and each Seller, by accepting the amount of such Purchase, shall be deemed to have certified that): (i) the representations and warranties of the such Seller contained in Sections Section 4.01 and 4.02 shall be true and are correct on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.date,

Conditions Precedent to All Purchases. The obligations of the Buyer to Each Purchase the Collateral from the Seller on any Purchase Date by the Purchaser shall be subject to the satisfaction of the following conditions precedent that: (a) all representations No Event of Seller Default has occurred and warranties of the Seller contained is in compliance with each of its covenants and representations set forth in Sections 4.01 4.1 and 4.02 shall be true and correct on and as 4.2 of such date as though made on and as of such date and shall be deemed to have been made on and as of such daythis Agreement; (b) the The Seller shall have delivered to the Buyer Purchaser a duly completed Loan List that is true, accurate and complete in all respects as copy of each of the related Purchase Datethen current Carrier Agreements, Clearinghouse Agreements and Billing and Collection Agreements and any amendment or modification of such agreements; (c) on and as of such Purchase Date, the The Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant delivered to the provisions Purchaser a copy of this Agreementeach written notice delivered by or received by either the Carrier, Billing and Collection Agent, Clearinghouse Agent or the Seller with respect to any Carrier Agreements, Clearinghouse Agreements and/or the Billing and Collection Agreements; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance Commencing with the applicable provisions hereof quarter ending September 30, 1998, the Seller shall direct its auditors, Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇ perform certain agreed upon procedures as set forth on Schedule 4 attached hereto on behalf of Purchaser, and shall deliver the results thereof to Purchaser within forty five (45) days following the end of the Credit Agreementeach such quarter; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period The Termination Date shall not have occurred; and (f) no Applicable Law The Seller shall prohibit have taken such other action, including but not limited to delivery of an opinion of counsel in the form of Exhibit D hereto, or enjoindelivered such other approvals, and no orderopinions or documents to the Purchaser, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, as the making of any such Purchase by the Buyer in accordance with the provisions hereofPurchaser may reasonably request.

Conditions Precedent to All Purchases. The obligations of Each Purchase (including the Buyer to Purchase the Collateral from the Seller on any Purchase Date initial Purchase) hereunder shall be subject to the satisfaction of the following further conditions precedent that: (a) on or prior to the date of such Purchase, the Seller shall have delivered to the Purchaser a written report identifying, among other things, the Receivables (including the underlying Contracts) to be included in such Purchase and the then outstanding Purchased Receivables and the aged balance thereof, in each case correlated to Purchases; (b) on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance reasonably satisfactory to the Purchaser, a completed Receivables Report for the most recently ended reporting period for which information is required pursuant to Section 6.02(b) and containing such additional information as may reasonably be requested by the Purchaser; (c) the Seller shall have marked its master data processing records and, at the request of the Purchaser, each Contract giving rise to Purchased Receivables and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement; and (d) on the date of such Purchase the following statements shall be true (and the Seller, by accepting the amount of such Purchase, shall be deemed to have certified that): a. the representations and warranties of the Seller contained in Sections Section 4.01 and 4.02 shall be true and are correct in all material respects on and as of the date of such date Purchase as though made on and as of such date and shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is truedate, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) b. no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or an Event of Default (unless such purchase Termination or would cure such Default or constitute an Incipient Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; Termination and (f) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral Transferred Assets from the Seller on any Purchase Transfer Date shall be subject to the satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 (x) with respect to such Transferred Assets shall be true and correct in all respects on and as of such date and (y) concerning all other matters shall be true and correct on and as of such date in all material respects (or with respect to such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct), before and after giving effect to the Purchase to take place on such date and to the application of proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date, which shall be deemed true and correct in all material respects (or with respect to have been made on such representations and warranties which by their terms contain materiality qualifiers, shall be true and correct) as of such dayearlier date); (b) the Seller shall have delivered to the Buyer a duly completed Loan Collateral Obligation List that is true, accurate and complete in all material respects as of the related Purchase Transfer Date; (c) on and as of such Purchase Transfer Date, the Seller shall have performed all of the covenants and agreements required to be performed by it with respect to such Transferred Assets on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (fd) no Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral Transferred Assets from the Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct on and in all material respects as of such date Purchase Date to the same extent as though made on and as of that date, except to the extent such date representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be deemed to have been made true and correct in all material respects on and as of such dayearlier date; (b) the Seller shall have delivered to the Buyer a duly completed Loan Collateral Asset List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it in all material respects on or prior to such date pursuant to the provisions of this Agreement;; and (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral from the Seller Mortgage Loans as contemplated by this Agreement on any Purchase Date (including the initial Purchase Date) shall be subject to the satisfaction of the following conditions precedent thatprecedent: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 ________________. shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such dayday (other than any representation and warranty that is made as of a specific date); (b) the Seller shall have delivered to the Buyer a duly executed and completed Loan List Sale Assignment along with a Schedule I that is true, accurate and complete in all material respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has Termination Event or Unmatured Termination Event shall have occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement;; and (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Period shall not have occurred; and (f) no Applicable Law applicable law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.

Conditions Precedent to All Purchases. The obligations of the Buyer to Purchase the Collateral Transferred Assets from the Seller on any Purchase Date shall be subject to the satisfaction of the following conditions precedent that: (a) all representations and warranties of the Seller contained in Sections 4.01 and 4.02 shall be true and correct on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such day; (b) the Seller shall have delivered to the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date; (c) on and as of such Purchase Date, the Seller shall have performed all of the covenants and agreements required to be performed by it on or prior to such date pursuant to the provisions of this Agreement; (d) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Default or Event of Default (unless such purchase would cure such Default or Event of Default) and Buyer makes such Purchase in accordance with the applicable provisions hereof and of the Credit Agreement; (e) except in connection with the transfer of a Substitute Loan in accordance with the provisions of this Agreement and of the Credit Agreement, the final day of the Reinvestment Amortization Period shall not have occurredended; and (fe) no Applicable Law applicable law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of any such Purchase by the Buyer in accordance with the provisions hereof.