Common use of Additional Conditions to Underwriters’ Obligations Clause in Contracts

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (k) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US), special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US), United States counsel for the Underwriters, as to such matters as the Representatives may reasonably request. (f) At the Applicable Time, the Representatives shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c), (d) and (e) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (k) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives the Term Sheets in form and substance satisfactory to the Representatives.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – — (kj) below supersede the conditions in Section 6(d) – — (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriters shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P.Xxxxxxxx, Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, United States counsel for the Underwriters, as to such matters as the Representatives Underwriters may reasonably request. (f) At the Applicable Time, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives Underwriters and dated the date hereofon which the Term Sheets are dated, in form and substance satisfactory to the Representatives Underwriters (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five business days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper Xxxxx & XxXxxxx LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c2(b), (dc) and (ed) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriters the Term Sheets in form and substance satisfactory to the RepresentativesUnderwriters.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – — (kj) below supersede the conditions in Section 6(d) – — (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriters shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, United States counsel for the Underwriters, as to such matters as the Representatives Underwriters may reasonably request. (f) At the Applicable Time, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives Underwriters and dated the date hereofon which the Term Sheets are dated, in form and substance satisfactory to the Representatives Underwriters (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five business days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper Xxxxx & XxXxxxx LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c2(b), (dc) and (ed) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriters the Term Sheets in form and substance satisfactory to the RepresentativesUnderwriters.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters Underwriter to purchase and pay for the Designated Securities they have severally it has agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (ki) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions): (a) The Underwriters Underwriter and DLA Piper LLP (US), special United States counsel to the UnderwritersUnderwriter, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriter shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriter shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives Underwriter shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives Underwriter shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US), United States counsel for the UnderwritersUnderwriter, as to such matters as the Representatives Underwriter may reasonably request. (f) At the Applicable Time, the Representatives Underwriter shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives Underwriter and dated the date hereof, in form and substance satisfactory to the Representatives Underwriter (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriter shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c), (d) and (e) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriter the Term Sheets Sheet in form and substance satisfactory to the RepresentativesUnderwriter.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters Underwriter under this Agreement with respect to purchase the Offered Certificates are subject to the accuracy, on the date of this Agreement and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects Date, of the representations and warranties of the Company Depositor contained herein, to the performance by the Depositor of its obligations hereunder, and to each of the Guarantor contained herein as following additional terms and conditions applicable to the Offered Certificates: (a) At or before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued, and prior to that time no stop order proceeding shall have been initiated or threatened by the Commission; any request of the Commission for inclusion of additional information in the Registration Statement or any Prospectus or otherwise shall have been complied with; and after the date of this Agreement and the Closing Date, (ii) Depositor shall not have filed with the Commission any amendment or supplement to the accuracy in all material respects of Registration Statement or any Prospectus to which the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (k) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US), special United States counsel to the Underwriters, Underwriter shall have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement.reasonably objected; (b) At The Underwriter shall not have discovered and disclosed to the Depositor on or prior to the Closing DateDate that the Registration Statement or any Prospectus contains an untrue statement of a fact that, in the Representatives shall have received a signed opinion, dated as opinion of the Closing Date, of the General Counsel counsel to the GuarantorUnderwriter, substantially is material or omits to state a fact that, in the form set forth in Exhibit A.opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading; (c) At All corporate proceedings and other legal matters incident to the Closing Dateauthorization, form and validity of this Agreement, the Representatives shall have received a signed opinion Offered Certificates, the Trust Agreement, other operative documents and 10b-5 letter, dated as the form of the Closing DateRegistration Statement, of Xxxxx Xxxx each Prospectus (other than financial statements and other financial data, if any) and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all respects to Sidley Austin Brown & Xxxxxxxx LLP, United States Wood LLP as counsel for the Company Underwriter and the GuarantorDepxxxxxx, substantially in xxx the form set forth in Exhibit B Xxxositor shall have furnished to such counsel all documents and Exhibit C, respectively.information that they may reasonably request to enable them to pass upon such matters; (d) At Counsel to the Depositor shall have furnished to the Underwriter their opinion, dated the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US), United States counsel for the Underwriters, as to such matters as the Representatives may reasonably request. (f) At the Applicable Time, the Representatives shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives Underwriter; (ie) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior Counsel to the date hereof), the conclusions and findings of such firm with respect Trustee shall have furnished to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing DateUnderwriter their opinion, the Representatives shall have received from Ernst & Xxxxx, X.X., a letter dated as of the applicable Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives Underwriter; (if) confirming that they are independent registered public accountants of The Underwriter shall have received such opinion or opinions, dated the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (orClosing Date, with respect to the incorporation of the Depositor, the validity of the Registration Statement, the Prospectus and other related matters involving changes or developments since as the respective dates as of which specified financial information is given in the Disclosure Package Underwriter may require, and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives Depositor shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated furnished to such counsel such documents as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably they request for the purpose of enabling them to pass upon the issuance and sale such matters; (g) The Underwriter shall have received a certificate or certificates signed by such of the Designated Securities principal executive, financial and accounting officers of the Depositor as contemplated the Underwriter may request, dated the applicable Closing Date, in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Depositor in this Agreement are true and correct; (ii) the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated; (iv) subsequent to the respective dates as of which information is given in the Prospectus, and except as set forth or contemplated in the Prospectus, there has not been any material adverse change in the general affairs of the Depositor; (v) except as otherwise stated in the Prospectus, there are no material actions, suits or proceedings pending before any court or governmental agency, authority or body or, to their knowledge, threatened, which could have a material effect upon the Depositor or upon the transactions contemplated by this Agreement; and (vi) attached thereto are true and correct copies of a letter from the rating agency or agencies rating the Certificates subject to this Agreement confirming that, unless otherwise specified in the applicable Underwriting Agreement that the Certificates have been rated in the same rating categories established by such agency or agencies as the rating of the Underlying Securities and that such rating has not been lowered since the date of such letter; (h) If applicable, the Underwriter shall have received letters dated the Closing Date from counsel rendering opinions to any nationally recognized statistical rating organization rating the Certificates, to the effect that the Underwriter may rely upon their opinion to such rating organization, as if such opinion were rendered to the Underwriter; (i) The Underwriter shall have received a certificate of the Trustee, signed by one or more duly authorized officers of the Trustee, dated the applicable Closing Date, as to the due acceptance of the Trust Agreement by the Trustee and the matters referred to in the opinions required by Sections 2(c), (d) due authorization and (e) above, and in order to evidence the performance of any delivery of the covenants of Certificates by the Company and the Guarantor, or the fulfillment of any of the conditions herein contained.Trustee thereunder; and (kj) At The Depositor will furnish the Applicable TimeUnderwriter with such conformed copies of such opinions, certificates, letters and documents as the Company Underwriter reasonably requests. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the Guarantor shall have approved and delivered to the Representatives the Term Sheets provisions hereof only if they are in form and substance satisfactory to counsel for the RepresentativesUnderwriter.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (kj) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US)Dxxxx Xxxx & Wxxxxxxx, special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriters shall have received a signed opinion and 10b-5 letteropinions, dated as of the Closing Date, of Xxxxx LxXxxxx Xxxx Xxxxxx & Xxxxxxxx LLPMxxXxx, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively.B. (d) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P.Uxxx Xxxxxxxx, Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D.C. (e) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US)Dxxxx Xxxx & Wxxxxxxx, United States counsel for the Underwriters, as to such matters as the Representatives Underwriters may reasonably request. (f) At the Applicable Time, the Representatives Underwriters shall have received from Ernst & XxxxxYxxxx, X.X. a letter addressed to the Representatives Underwriters and dated the date hereofon which the Term Sheets are dated, in form and substance satisfactory to the Representatives Underwriters (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriters shall have received from Ernst Exxxx & XxxxxYxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five business days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers AuditoresLxXxxxx Xxxx Xxxxxx & MxxXxx, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Uxxx Xxxxxxxx and Dxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper LLP (US) Wxxxxxxx shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c2(b), (dc) and (ed) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriters the Term Sheets in form and substance satisfactory to the RepresentativesUnderwriters.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – (ki) below supersede the conditions in Section 6(d) – (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US), special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriters shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US), United States counsel for the Underwriters, as to such matters as the Representatives Underwriters may reasonably request. (f) At the Applicable Time, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives Underwriters and dated the date hereof, in form and substance satisfactory to the Representatives Underwriters (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, S.L.P. and DLA Piper LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c), (d) and (e) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriters the Term Sheets in form and substance satisfactory to the RepresentativesUnderwriters.

Additional Conditions to Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Designated Securities they have severally agreed to purchase hereunder on the Closing Date are subject (i) to the accuracy in all material respects of the representations and warranties of the Company and the Guarantor contained herein as of the date of this Agreement and the Closing Date, (ii) to the accuracy in all material respects of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof delivered prior to or concurrently with such purchase, and (iii) to the performance by the Company and the Guarantor of their obligations hereunder, and to the following further conditions (which further conditions in clauses (b) – — (kj) below supersede the conditions in Section 6(d) – — (f) of the Standard Provisions): (a) The Underwriters and DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, special United States counsel to the Underwriters, have completed their respective due diligence investigations in accordance with procedures customary for a transaction such as the offering of the Designated Securities pursuant to the terms and conditions of this Agreement. (b) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of the General Counsel to the Guarantor, substantially in the form set forth in Exhibit A. (c) At the Closing Date, the Representatives Underwriters shall have received a signed opinion and 10b-5 letter, dated as of the Closing Date, of Xxxxx Xxxx & Xxxxxxxx LLP, United States counsel for the Company and the Guarantor, substantially in the form set forth in Exhibit B and Exhibit C, respectively. (d) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of Xxxx Xxxxxxxx Abogados, Abogados S.L.P., Spanish counsel to the Company and Guarantor, substantially in the form set forth in Exhibit D. (e) At the Closing Date, the Representatives Underwriters shall have received a signed opinion, dated as of the Closing Date, of DLA Piper LLP (US)Xxxxx & XxXxxxx LLP, United States counsel for the Underwriters, as to such matters as the Representatives Underwriters may reasonably request. (f) At the Applicable Time, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X. a letter addressed to the Representatives Underwriters and dated the date hereofon which the Term Sheets are dated, in form and substance satisfactory to the Representatives Underwriters (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereofthereof), the conclusions and findings of such firm with respect to the financial statements and financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (g) At the Closing Date, the Representatives Underwriters shall have received from Ernst & Xxxxx, X.X., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (f) above, except that the specified date referred to in such letter shall be a date not more than five business days prior to the Closing Date. (h) At the Applicable Time, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L. a letter addressed to the Representatives and dated the date hereof, in form and substance satisfactory to the Representatives (i) confirming that they are independent registered public accountants of the Guarantor within the meaning of the Securities Act and (ii) stating, as of the date thereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than five business days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information contained in the Disclosure Package and the Prospectus of the type ordinarily included in accountants’ “comfort letters” to underwriters. (i) At the Closing Date, the Representatives shall have received from PricewaterhouseCoopers Auditores, S.L., a letter dated as of the Closing Date, to the effect that it reaffirms the statements made in the letter furnished pursuant to (h) above, except that the specified date referred to in such letter shall be a date not more than five days prior to the Closing Date. (j) At the Closing Date, Xxxxx Xxxx & Xxxxxxxx LLP, Xxxx Xxxxxxxx Abogados, Abogados S.L.P. and DLA Piper Xxxxx & XxXxxxx LLP (US) shall have been furnished with all such documents, certificates, resolutions and opinions as each may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Designated Securities as contemplated in this Agreement and the matters referred to in the opinions required by Sections 2(c2(b), (dc) and (ed) above, and in order to evidence the performance of any of the covenants of the Company and the Guarantor, or the fulfillment of any of the conditions herein contained. (ki) At the Applicable Time, the Company and the Guarantor shall have approved and delivered to the Representatives Underwriters the Term Sheets in form and substance satisfactory to the RepresentativesUnderwriters.