Common use of Conditions Precedent to All Transfers Clause in Contracts

Conditions Precedent to All Transfers. The obligation ------------------------------------- of the Transferee to accept each Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such Receivables and the Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferred; and (c) On the date of such Transfer the following statements shall be true (and the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.

Conditions Precedent to All Transfers. The obligation ------------------------------------- of the Transferee to accept each Each Transfer hereunder (including the initial Transfer) hereunder shall be subject to satisfaction of the following further conditions precedent thatas of the Transfer Date therefor: (a) With respect the representations and warranties of each of Superior and each Originator contained herein or in any other Related Document shall be true and correct as of such Transfer Date, both before and after giving effect to such Transfer and to the application of the Sale Price therefor, except to the extent that any such Transfer, on representation or prior warranty expressly relates to the an earlier date of such Transfer, the Originator shall have delivered to the Transferee, and except for changes therein expressly permitted by this Agreement; (i) if requested by the Transferee, Administrative Agent shall not have declared the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with Commitment Termination Date to have occurred following the Transferee's computer equipment) as occurrence of a date not more than 31 days prior to the date of such TransferTermination Event, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereofCommitment Termination Date shall not have automatically occurred, in each case correlated to Transferseither event, in accordance with Section 9.01 of the Funding Agreement; (bc) At the request each Originator and member of the Transferee or Parent Group shall be in compliance with each of its assignee, the Originator will segregate the Related Contracts covenants and other records agreements set forth herein or in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such Receivables and the any other Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferredDocument; and (cd) On each Originator shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to Buyer as Buyer may reasonably request. The acceptance by any Originator of the date of such Transfer the following statements shall be true (Sale Price for any Sold Receivables and the Originator, contribution to Buyer by accepting the amount Member of such Transfer, any Contributed Receivables on any Transfer Date shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and constitute, as of the date of any such Transfer as though made Date, a representation and warranty by such Originator that the conditions precedent set forth in this Section 3.02 have been satisfied. Upon any such acceptance or contribution, title to the Transferred Receivables sold or contributed on and as of such date; and (ii) No event has occurred and is continuingTransfer Date shall be vested absolutely in Buyer, whether or would result from not such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Terminationconditions were in fact so satisfied. (d) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.

Conditions Precedent to All Transfers. The obligation ------------------------------------- of the Transferee to accept each Each Transfer (including the initial Transfer) hereunder from the Transferor by the Transferee shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, that on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such Receivables and the Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferred; and (c) On the date of such Transfer the following statements shall be true (and the OriginatorTransferor, by accepting the amount of such Transfer, shall be deemed to have certified that):: (ia) The the representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer day as though made on and as of such date; and; (iib) No no event has occurred and is continuing, or would result from such Transfer, that which constitutes an a Termination Event of Termination or would constitute an Incipient a Termination Event but for the requirement that notice be given or time elapse or both; (c) the Custodian shall have (i) received, in each case, with respect to each Medallion Loan, (a) each Obligor Note with respect to each Medallion Loan purchased by the Transferee, together with each other “instrument” (as defined in the UCC of Termination.the jurisdiction the law of which governs the perfection of the interest in such Medallion Loan created hereunder) evidencing such Medallion Loan, duly endorsed in blank, (b) executed originals of each of the other Medallion Loan Documents related to the Medallion Loan included in such Transfer and (c) all Records related to such Medallion Loan and each other documents and instruments specified to be included therein in the form specified in the definition of “Medallion Loan File” and (ii) delivered to the Transferee a “Trust Receipt” (as defined in the Custodial Agreement) for each Medallion Loan; (d) The Transferee the Transferor shall have received such other approvals, opinions or documents as delivered to the Agent and the Transferee may reasonably requesta duly executed copy of the related Transfer Agreement; and (e) all conditions to the making of Advances under the Loan Agreement shall have been satisfied.

Conditions Precedent to All Transfers. The obligation Each Transfer ------------------------------------- of the Transferee to accept each Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) With respect to any such Transfer, on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Transferee, in form and substance satisfactory to the Transferee, a completed Originator 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 Transferee; (c) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ shall have marked its master data processing records evidencing such and each Contract giving rise to Transferred Receivables and all other relevant records evidencing the Related ContractsReceivables which are the subject of such Transfer with a legend, in each case in a manner reasonably acceptable to the Administrative AgentTransferee, evidencing stating that such Receivables Receivables, the Related Security and Collections with respect thereto, have been transferredtransferred in accordance with this Agreement; and (cd) On the date of such Transfer the following statements shall be true (and the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date; and, (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination.; and (diii) The Transferee shall not have delivered to the Originator a notice that the Originator shall not make any further Transfers hereunder; and (e) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.

Conditions Precedent to All Transfers. The obligation ------------------------------------- of the ------------------------------------- Transferee to accept each Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) With respect to any such Transfer, on or prior to the date of such Transfer, the Collection Agent shall have delivered to the Transferee, in form and substance satisfactory to the Transferee, a completed Originator 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 Transferee; (c) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such regarding the Transferred Receivables and each Contract giving rise to Transferred Receivables and all other relevant records evidencing the Related ContractsReceivables which are the subject of such Transfer with a legend, in each case in a manner reasonably acceptable to the Administrative AgentTransferee, evidencing stating that such Receivables Receivables, the Related Security and Collections with respect thereto, have been transferredtransferred in accordance with this Agreement; and (cd) On the date of such Transfer the following statements shall be true (and the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (de) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.

Conditions Precedent to All Transfers. The obligation of ------------------------------------- of the Transferee to accept each Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such Receivables and the Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferred; and (c) On the date of such Transfer the following statements shall be true (and the Originator, by accepting the amount of such Transfer, shall be deemed to have certified that): (i) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date; and (ii) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) The Transferee shall have received such other approvals, opinions or documents as the Transferee may reasonably request.

Conditions Precedent to All Transfers. The obligation ------------------------------------- of the Transferee Buyer to accept purchase any Receivable and other Receivable Assets on each Transfer Date (including the initial TransferEffective Date) hereunder shall be subject to the further conditions precedent, which, other than conditions precedent relating to Purchase Termination Events set forth in Section 7.01(g) or (h), may be waived by the Buyer, that: (a) With respect to any such Transfer, on or prior to the date of such Transfer, the Originator shall have delivered to the Transferee, (i) if requested by the Transferee, the Originator's General Trial Balance (which if in magnetic tape or diskette format shall be compatible with the Transferee's computer equipment) and as of a date not more than 31 days prior to the date of such Transfer, and (ii) a written report identifying, among other things, the Receivables to be included in such Transfer and the then outstanding Transferred Receivables and the aged balance thereof, in each case correlated to Transfers; (b) At the request of the Transferee or its assignee, the Originator will segregate the Related Contracts and other records in its lease files pertaining to each Receivable and ▇▇▇▇ its master data processing records evidencing such Receivables and the Related Contracts, in each case in a manner reasonably acceptable to the Administrative Agent, evidencing that such Receivables have been transferred; and (c) On the date of such Transfer Date, the following statements shall be true (and the Originator, acceptance by accepting each Originator of the amount of Sale Price for such Transfer, Receivable and other Receivable Assets on such Transfer Date shall be deemed to have certified thatconstitute a representation and warranty by such Originator that on such Transfer Date the statements in clauses (i) and (ii) below are true): (i) The the representations and warranties of each Originator contained in Section Sections 4.01 are and 4.02 shall be true and correct on and as of the date of such Transfer Date as though made on and as of such date, except insofar as such representations and warranties are expressly made only as of another date (in which case they shall be true and correct as of such other date); (ii) after giving effect to such purchase, no Purchase Termination Event or Potential Purchase Termination Event (including, without limitation, any event set forth in Section 7.01 (d)(ii)(A)) with respect to the applicable Originator shall have occurred and be continuing; (iii) after giving effect to such purchase, no Termination Event or Incipient Termination Event shall have occurred and be continuing; and (iiiv) No event has occurred and is continuing, or would result from such Transfer, that constitutes an Event of Termination or would constitute an Incipient Event of Termination. (d) The Transferee the Buyer shall have received such other approvals, opinions or documents as the Transferee Buyer may reasonably request; provided, however, that the failure of the applicable Originator to satisfy any of the foregoing conditions shall not prevent such Originator from subsequently selling Receivables originated by it and other Receivable Assets related thereto upon satisfaction of all such conditions.