Common use of Conditions Precedent to the Purchase Clause in Contracts

Conditions Precedent to the Purchase. The Purchase is subject to the satisfaction at the time of the Closing of the conditions precedent set forth below in this Section 3.01. (a) The Agent shall have received on or before the Closing Date each of the items listed on Schedule I hereto, each (unless otherwise indicated) dated the Closing Date, in form and substance satisfactory to the Agent. (b) Each of this Agreement and the Pooling and Servicing Agreement shall have become effective in accordance with their respective terms, and all conditions to the issuance of the VFC Certificates under the Pooling and Servicing Agreement shall have been satisfied. (c) All of the terms, covenants, agreements and conditions of this Agreement and the Pooling and Servicing Agreement to be complied with and performed by the respective parties to such agreements by the Closing shall have been complied with and performed. (d) Each of the representations and warranties contained in this Agreement and the Pooling and Servicing Agreement made by each of the parties to such agreements shall be true and correct in all material respects as of the time of the Closing as though made as of such time. (e) No Early Amortization Event or Potential Early Amortization Event shall have occurred and be continuing. (f) The Agent shall have received evidence satisfactory in form and substance to the Agent that concurrently with the Closing, the repayment of all "Term Certificates" under and as defined in the Series 1994-1 Supplement dated as of November 16, 1994, among the Company, the Master Servicer and the Trustee shall have been provided for which such evidence may include an irrevocable notice from the Company to the holders of such Term Certificates terminating the "Revolving Period" as defined in such Series 1994-1 Supplement. (g) The SFC Loan Agreement shall have become effective in accordance with its terms, such SFC Loan Agreement shall be in form and substance satisfactory to the Agent, and the initial funding thereunder shall have been made in an amount sufficient to repay in full all outstanding indebtedness under the Term Loan Agreement and the Revolving Loan Agreement as in effect prior to the Closing Date. (h) The Pooling Agreement shall have been amended in a manner satisfactory to the Agent such that, among other things, the calculation of Overconcentration Amounts is based on Eligible Receivables and on Obligor Limits as shall have been agreed among the Company, SFC and the Agent.