Condition to Purchases. The following shall be conditions precedent to the obligation of any Purchaser to purchase its share of any Additional Principal Amount on any Purchase Date (including the Effective Date): (a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base Confirmation; (b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist; (c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied; (d) after giving effect to the issuance of the Notes or the issuance of the Additional Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date); (e) after giving effect to the issuance of the Notes or the purchase of any Additional Principal Amount to occur on such Borrowing Date, the Aggregate Note Principal Balance shall be equal to or less than the Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted Commitment; (f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount; (g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied; (h) the Notes shall have the Requisite Rating; (i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing; (j) the Net Spread shall not be less than 7.0%; (k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and (l) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Purchaser to purchase its share of any Additional Principal Amount on any Purchase Date (including the Effective Date):
(a) the Administrative Agent Agents and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables 2011-A Lease Agreements and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” 2011-A Leased Vehicles to be included in the Borrowing Base ConfirmationDesignated Pool;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the each Administrative Agent or any Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Principal Amount to occur on such Borrowing Date set forth in the Indenture (including, but not limited to, Section 3.24 of the Indenture) or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Principal Amount to occur on such Borrowing Date, all representations and warranties of the SellersSeller, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase of any Additional Principal Amount to occur on such Borrowing Date, the Aggregate Note Principal Balance shall be equal to or less than the Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted Commitment;
(f) after giving effect to any withdrawals from a Subservicer Event shall not have occurred or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amountbe continuing;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent Agents an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j3.2(e) have been satisfied;
(h) the Notes shall have the Requisite Rating[reserved];
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing[reserved];
(j) the Net Spread shall not be less than 7.0%[reserved];
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and[reserved];
(l) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect; and
(m) the representations and warranties with respect to the 2011-A Lease Agreements and the 2011-A Leased Vehicles set forth in Section 2.06 of the Basic Servicing Agreement shall be true and correct in all respects.
Appears in 1 contract
Samples: Note Purchase Agreement (General Motors Financial Company, Inc.)
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class S Purchaser to purchase its share of any Additional Class S Principal Amount on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class S Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class S Principal Balance shall be equal to or less than the Class S Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Moody's and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rxxxx X0 or higher by Moody's and A or higher by S&P and, if the Class D Notes have been raxxx xx Moody's and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher xx Xxxxy's and BBB or higher by S&P and, if the Class E Notes have been xxxxx xy Moody's and S&P, the Class E Notes shall remain rated Ba1 or higher bx Xxxxx's and BB or higher by S&P;
(i) if the Issuer shall be purchasing xx xxxxhasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount (other than an Additional Class B Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Moody's and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rxxxx X0 or higher by Moody's and A or higher by S&P and, if the Class D Notes have been raxxx xx Moody's and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Moody's and BBB or higher by S&P and, if the Class E Notes have been xxxxx xy Moody's and S&P, the Class E Notes shall remain rated Ba1 or higher bx Xxxxx's and BB or higher by S&P;
(i) if the Issuer shall be purchasing xx xxxxhasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A Purchaser to purchase its share of any Additional Class A Principal Amount on any Purchase Date (including the Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Class A Advance Rate, the Class B Advance Rate and/or the Class C Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the SellersSeller, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class A Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A Principal Balance shall be equal to or less than the Class A Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall have remain rated AAA (or the Requisite Ratingequivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall be rated (i) prior to the Class C AA Rating Date, A or higher (or the equivalent) by each Rating Agency and (i) after the Class C AA Rating Date, AA or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread shall not be less than 7.09.0%;
(k) no “Default” or “Event of Default” under the amount of such Additional Principal Amount is not less than $20,000,000 in Existing Trust Note Documentation shall have occurred and be continuing on the aggregate; andBorrowing Date;
(l) all representations and warranties of the Seller, the Existing Trust and the Servicer contained in the Existing Trust Note Documentation shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) of the Existing Trust Class A Note Purchase Agreement which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(m) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect; and
(n) in the case of a Borrowing requested after December 31, 2009, the Class C AA Rating Date shall have occurred.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class C Purchaser to purchase its share of any Additional Class C Principal Amount (other than an Additional Class C Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Amendment and Restatement Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class C Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class A Principal Amount, Additional Class B Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class C Principal Balance shall be equal to or less than the Class C Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall remain rated AAA (or the equivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall remain rated A or higher (or the equivalent) by each Rating Agency and, if the Class D Notes have been rated by each Rating Agency, the Requisite RatingClass D Notes shall remain rated BBB or higher (or the equivalent) by each Rating Agency and, if the Class E Notes have been rated by each Rating Agency, the Class E Notes shall remain rated BB or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount on any Purchase Date (including the Effective Closing Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, including an Event of Default that would be a Termination Event after giving effect to the current Borrowing, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class A Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Notes shall have the Requisite Rating;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(jg) if Class C Notes have been issued and are outstanding, the Net Spread related Class C Borrowing Amount shall not be less than 7.0%have been funded by the Class C Noteholders on such Purchase Date;
(kh) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregatecase of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(g) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 2.1(b)(viii) of the Sale and Servicing Agreement if the related Borrowing is made on the Transfer Date for the related Receivables); and
(li) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class S Purchaser to purchase its share of any Additional Class S Principal Amount on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class S Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any the Additional Class A Principal Amount, Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class S Principal Balance shall be equal to or less than the Class S Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall remain rated AAA (or the equivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall remain rated A or higher (or the equivalent) by each Rating Agency and, if the Class D Notes have been rated by each Rating Agency, the Requisite RatingClass D Notes shall remain rated BBB or higher (or the equivalent) by each Rating Agency and, if the Class E Notes have been rated by each Rating Agency, the Class E Notes shall remain rated BB or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A Purchaser to purchase its share of any Additional Class A Principal Amount on any Purchase Date (including the Effective Closing Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, including an Event of Default that would be a Termination Event after giving effect to the current Borrowing, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A Principal Balance shall be equal to or less than the Class A Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Notes shall have the Requisite Rating;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(jg) the Net Spread related Class B Borrowing Amount and, if Class C Notes have been issued and are outstanding, the related Class C Borrowing Amount shall not be less than 7.0%have been funded by the Class B Noteholders and Class C Noteholders, respectively, on such Purchase Date;
(kh) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregatecase of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(g) have been satisfied (which Officer’s Certificate may be combined with the Officer’s Certificate provided pursuant to Section 2.1(b)(viii) of the Sale and Servicing Agreement if the related Borrowing is made on the Transfer Date for the related Receivables); and
(li) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class C Purchaser to purchase its share of any Additional Class C Principal Amount (other than an Additional Class C Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class C Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class B Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class C Principal Balance shall be equal to or less than the Class C Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Moody's and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rxxxx X0 or higher by Moody's and A or higher by S&P and, if the Class D Notes have been raxxx xx Moody's and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Moody's and BBB or higher by S&P and, if the Class E Notes have been xxxxx xy Moody's and S&P, the Class E Notes shall remain rated Ba1 or higher bx Xxxxx's and BB or higher by S&P;
(i) if the Issuer shall be purchasing xx xxxxhasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount (other than an Additional Class B Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Amendment and Restatement Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class A Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall remain rated AAA (or the equivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall remain rated A or higher (or the equivalent) by each Rating Agency and, if the Class D Notes have been rated by each Rating Agency, the Requisite RatingClass D Notes shall remain rated BBB or higher (or the equivalent) by each Rating Agency and, if the Class E Notes have been rated by each Rating Agency, the Class E Notes shall remain rated BB or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class S Purchaser to purchase its share of any Additional Class S Principal Amount on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class S Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class S Principal Amount and any Additional Class S Principal Amount, Additional Class S Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class S Principal Balance shall be equal to or less than the Class S Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A-1 Purchaser to purchase its share of any Additional Class X-0 Xxxxxxxxx Xxxxxx (other than an Additional Class A-1 Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A-1 Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A-1 Principal Balance shall be equal to or less than the Class A-1 Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class C Purchaser to purchase its share of any Additional Class C Principal Amount (other than an Additional Class C Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class C Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class C Principal Amount and any Additional Class C Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class B Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class C Principal Balance shall be equal to or less than the Class C Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount on any Purchase Date (including the Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Class A Advance Rate, the Class B Advance Rate and/or the Class C Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the SellersSeller, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class B Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall have remain rated AAA (or the Requisite Ratingequivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall be rated (i) prior to the Class C AA Rating Date, A or higher (or the equivalent) by each Rating Agency and (i) after the Class C AA Rating Date, AA or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread shall not be less than 7.09.0%;
(k) no “Default” or “Event of Default” under the amount of such Additional Principal Amount is not less than $20,000,000 in Existing Trust Note Documentation shall have occurred and be continuing on the aggregate; andBorrowing Date;
(l) all representations and warranties of the Seller, the Existing Trust and the Servicer contained in the Existing Trust Note Documentation shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) of the Existing Trust Class B Note Purchase Agreement which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(m) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect; and
(n) in the case of a Borrowing requested after December 31, 2009, the Class C AA Rating Date shall have occurred.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A-2 Purchaser to purchase its share of any Additional Class A-2 Principal Amount (xxxxx xxxx xx Xxxxxxxxxx Xxxxx X-0 Xxxxxxxxx Xxxxxx xxxxx xxxxxxx x Xxxxxxine Borrowing) on any Purchase Date (including the Effective Closing Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A-2 Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A-2 Principal Balance shall be equal to or less than the Class A-2 Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Moody's and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rxxxx X0 or higher by Moody's and A or higher by S&P and, if the Class D Notes have been raxxx xx Moody's and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher xx Xxxxy's and BBB or higher by S&P and, if the Class E Notes have been xxxxx xy Moody's and S&P, the Class E Notes shall remain rated Ba1 or higher bx Xxxxx's and BB or higher by S&P;
(i) if the Issuer shall be purchasing xx xxxxhasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A Purchaser to purchase its share of any Additional Class A Principal Amount (other than an Additional Class A Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Amendment and Restatement Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A Principal Balance shall be equal to or less than the Class A Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall remain rated AAA (or the equivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall remain rated A or higher (or the equivalent) by each Rating Agency and, if the Class D Notes have been rated by each Rating Agency, the Requisite RatingClass D Notes shall remain rated BBB or higher (or the equivalent) by each Rating Agency and, if the Class E Notes have been rated by each Rating Agency, the Class E Notes shall remain rated BB or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount (other than an Additional Class B Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A-1 Purchaser to purchase its share of any Additional Class A-1 Principal Amount (other than an Additional Class A-1 Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A-1 Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A-1 Principal Balance shall be equal to or less than the Class A-1 Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class C Purchaser to purchase its share of any Additional Class C Principal Amount on any Purchase Date (including the Effective Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class C Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Class A Advance Rate, the Class B Advance Rate and/or the Class C Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A Principal Amount and any Additional Class B Principal Amount and Additional Class C Principal Amount to occur on such Borrowing Date, all representations and warranties of the SellersSeller, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of any Additional Class C Principal Amount to occur on such Borrowing Date, the Aggregate Note Class C Principal Balance shall be equal to or less than the Class C Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (j) have been satisfied;
(h) the Class A Notes shall have remain rated AAA (or the Requisite Ratingequivalent) by each Rating Agency, the Class B Notes shall remain rated AA or higher (or the equivalent) by each Rating Agency, and the Class C Notes shall be rated (i) prior to the Class C AA Rating Date, A or higher (or the equivalent) by each Rating Agency and (i) after the Class C AA Rating Date, AA or higher (or the equivalent) by each Rating Agency;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread shall not be less than 7.09.0%;
(k) no “Default” or “Event of Default” under the amount of such Additional Principal Amount is not less than $20,000,000 in Existing Trust Note Documentation shall have occurred and be continuing on the aggregate; andBorrowing Date;
(l) all representations and warranties of the Seller, the Existing Trust and the Servicer contained in the Existing Trust Note Documentation shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) of the Existing Trust Class C Note Purchase Agreement which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(m) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect; and
(n) in the case of a Borrowing requested after December 31, 2009, the Class C AA Rating Date shall have occurred.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class B Purchaser to purchase its share of any Additional Class B Principal Amount (other than an Additional Class B Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Date)::
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class B Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition event that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Class A Credit Score Enhancement Rate, the Class B Credit Score Enhancement Rate and/or the Class C Credit Score Enhancement Rate, including, without limitation, as a result of an election of Option A or Option B as set forth on Schedule 2 to the Indenture, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class B Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class A-2 Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class B Principal Balance shall be equal to or less than the Class B Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx’x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx’x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx’x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx’x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx’x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx’x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx’x and BB or higher by S&P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s Support Facilities shall be in full force and effect.
Appears in 1 contract
Condition to Purchases. The following shall be conditions precedent to the obligation of any Class A-2 Purchaser to purchase its share of any Additional Class A-2 Principal Amount (other than an Additional Class A-2 Principal Amount which refunds a Swingline Borrowing) on any Purchase Date (including the Effective Closing Date):
(a) the Administrative Agent and Agents shall have timely received (i) a properly completed Borrowing Notice, which shall include a Borrowing Base Confirmation and Schedule of Receivables and (ii) a Custodial Receipt from the Custodian for the Receivable File in respect of each Receivable identified as an “Eligible Receivable” in the Borrowing Base ConfirmationReceivables;
(b) (i) all interest, fees, expenses and all other amounts then due and payable to the Administrative Agent or any Class A-2 Purchaser or Agent hereunder shall have been paid, and (ii) no Termination Event, and no event, circumstance or condition that, after the giving of notice or the lapse of time, or both, would constitute a Termination Event, shall have occurred and be continuing; provided that if (x) a Borrowing Base Deficiency exists as a result of a change in the Advance Rate, and (y) no other Termination Event or event that, after the giving of notice or the lapse of time, would constitute a Termination Event, shall have occurred and be continuing, then the foregoing conditions of this Section 3.2(b)(ii) shall not prevent a purchase if, after giving effect to such purchase and the application of the proceeds thereof, no Borrowing Base Deficiency would exist;
(c) in the case of any Borrowing Date, all conditions to the issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date set forth in the Indenture or any other Related Document shall have been satisfied;
(d) after giving effect to the issuance of the Notes or the issuance of the Additional Class A-2 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, all representations and warranties of the Sellers, the Issuer and the Servicer contained herein or in the Related Documents or otherwise made in writing pursuant to any of the provisions hereof or thereof shall be true and correct in all material respects with the same force and effect as though such representations and warranties had been made on and as of such date (other than representations and warranties in Section 4.1(f) which specifically relate to an earlier date, which shall be true and correct in all material respects as of such earlier date);
(e) after giving effect to the issuance of the Notes or the purchase issuance of the Additional Class A-1 Principal Amount and any Additional Class B Principal Amount, Additional Class C Principal Amount, Additional Class D Principal Amount and Additional Class E Principal Amount to occur on such Borrowing Date, the Aggregate Note Class A-2 Principal Balance shall be equal to or less than the Class A-2 Facility Limit and, in the case of a Committed Purchaser, such Committed Purchaser’s Percentage Interest in the Aggregate Note Principal Balance shall be equal to or less than its Adjusted CommitmentLimit;
(f) after giving effect to any withdrawals from or deposits to the Reserve Account on such date, the amount on deposit therein shall at least equal the Minimum Reserve Account Required Amount;
(g) in the case of each Borrowing Date, the Issuer shall have delivered to the Administrative Agent an Officer’s 's Certificate dated such Borrowing Date certifying that the conditions described in subsections 3.2(a) through 3.2(f) and 3.2(h) through (jk) have been satisfied;
(h) the Class A-1 Notes and the Class A-2 Notes shall remain rated Aaa by Xxxxx'x and AAA by S&P, the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and the Class C Notes shall remain rated A2 or higher by Xxxxx'x and A or higher by S&P and, if the Class D Notes have been rated by Xxxxx'x and S&P, the Requisite RatingClass D Notes shall remain rated Baa2 or higher by Xxxxx'x and BBB or higher by S&P and, if the Class E Notes have been rated by Xxxxx'x and S&P, the Class E Notes shall remain rated Ba1 or higher by Xxxxx'x and BB or higher by S & P;
(i) if the Issuer shall be purchasing additional Receivables with the proceeds of such borrowing, the Administrative Agent shall have received a duly completed and executed Collateral Receipt in respect of each such Receivable identified in related Schedule(s) submitted with the Borrowing Notice for such Borrowing;
(j) the Net Spread for the Receivables shall not be less than 7.05.5%;
(k) the amount of such Additional Principal Amount is not less than $20,000,000 in the aggregate; and
(lk) in the case of any CP Conduit, such CP Conduit’s 's Support Facilities shall be in full force and effect.
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
