Common use of Conditions Precedent to All Sales Clause in Contracts

Conditions Precedent to All Sales. The obligation of CWC to --------------------------------- pay for each Sold Receivable on each Sale Date (including the initial Sale Date) shall be subject to the further conditions precedent (any one of which can be waived by CWC) that on such Sale Date: I. The following statements shall be true (and delivery by the Company of a Request Notice and the acceptance by the Company of the Sale Price for any Receivables on any Sale Date shall constitute a representation and warranty by the Company that on such Sale Date such statements are true): A. the representations and warranties of the Company contained in Section 4.01 shall be correct on and as of such Sale Date in all material respects (except with respect to Section 4.01(b) and those already so qualified which are true and correct in all respects), before and after giving effect to such Sale and to the application of proceeds therefrom, as though made on and as of such date; and B. no event has occurred, or would result from such Sale or from the application of the proceeds therefrom, which constitutes a Termination Event or would constitute a Termination Event but for the requirement that notice be given or time elapse or both; C. the Company is in compliance with each of its covenants and other agreements set forth herein; D. no event has occurred which constitutes an Event of Servicer Termination or would constitute an Event of Servicer Termination but for the requirement that notice be given or time elapse or both; E. each Transferred Receivable designated as an Eligible Receivable is an Eligible Receivable; and F. the Company shall have executed an Assignment of Insurance Interests substantially in the form attached hereto as Exhibit 3; II. The Commitment Termination Date shall not have occurred; III. CWC shall have received an Assignment, dated the related Sale Date, executed by the Company; and IV. The Company shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to VFCC and the Deal Agent, as the Deal Agent may reasonably request; and V. There shall have been no material adverse change in the condition (financial or otherwise), business, operations, results of operations or properties of the Company since the preceding Sale.

Conditions Precedent to All Sales. The obligation of CWC the --------------------------------- Purchaser to --------------------------------- pay for each Sold Receivable sold Contract and the other Collateral related thereto on each Sale Purchase Date (including the initial Sale Purchase Date) shall be subject to the further conditions precedent (any one of which can be waived by CWC) that on such Sale Purchase Date: I. (a) The following statements shall be true true: (and delivery by the Company of a Request Notice and the acceptance by the Company of the Sale Price for any Receivables on any Sale Date shall constitute a representation and warranty by the Company that on such Sale Date such statements are true): A. i) the representations and warranties of the Company Seller contained in Section 4.01 4.1 shall be correct on and as of such Sale Date in all material respects (except with respect to Section 4.01(b) and those already so qualified which are true and correct in all respects)Purchase Date, before ----------- and after giving effect to the conveyance to take place on such Sale Purchase Date and to the application of proceeds therefrom, as though made on and as of such date; and B. no event has occurred, or would result from such Sale or from (ii) the application of the proceeds therefrom, which constitutes a Termination Event or would constitute a Termination Event but for the requirement that notice be given or time elapse or both; C. the Company Seller is in compliance in all material respects with each of its covenants and other agreements set forth herein;. D. no event has occurred which constitutes an Event of Servicer Termination or would constitute an Event of Servicer Termination but for the requirement that notice be given or time elapse or both; E. each Transferred Receivable designated as an Eligible Receivable is an Eligible Receivable; and F. the Company shall have executed an Assignment of Insurance Interests substantially in the form attached hereto as Exhibit 3; II. (b) The Commitment Termination Date shall not have occurred; III. CWC Purchaser shall have received an Assignment, dated the related Sale date of such Purchase Date, executed by the Company; andSeller, listing each Contract being sold on such Purchase Date and designating each such Contract as an Eligible Contract. IV. (c) The Company Seller shall have delivered to the Collateral Agent on behalf of the Purchaser and any assignee thereof the related Contract File in the manner set forth in Section 2 of the Custodial Agreement. (d) The Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to VFCC and the Deal AgentPurchaser, as the Deal Agent Purchaser or any assignee thereof may reasonably request; . (e) The Seller shall have taken all steps necessary under all applicable law in order to assign to the Purchaser the Seller's perfected security interest in the Financed Vehicle securing such Contract and, upon the sale of such Contract from the Seller to the Purchaser, there shall exist in favor of the Purchaser, a valid, subsisting and enforceable first priority perfected security interest in the Financed Vehicle securing such Contract, and such security interest is and shall be prior to all other liens upon and security interests in such Financed Vehicle that now exist or may hereafter arise or be created (except, as to priority, for any tax liens or mechanic's liens that may arise after the applicable Purchase Date). V. (f) There shall have been no material adverse change in the condition (financial or otherwise), business, operations, or results of operations or properties of the Company Seller since the preceding SalePurchase Date.