Conditions of the Obligations of the Initial Purchaser. The Initial Purchaser’s obligations hereunder will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC and the Servicer, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer made pursuant to the provisions hereof, to the performance by the Seller, FSC and the Servicer of their respective obligations hereunder and to the following additional conditions precedent: (a) The Initial Purchaser shall have received fully executed copies of this Agreement, the Supplemented Pooling Agreement and the other Related Documents duly executed and delivered by the parties thereto. (b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance Date, there shall not have occurred and be continuing (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Seller, FSC, the Servicer or Spirit of America which, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the Servicer, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; (v) any material disruption in commercial banking securities settlement or clearance services; if, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates. (c) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charming, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matters. (d) The Initial Purchaser shall have received an opinion of local tax counsel for the Seller and the Servicer, dated the Issuance Date, regarding certain Ohio tax matters in form and substance reasonably satisfactory to the Initial Purchaser and its counsel. (e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser. (f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor of the Trustee, in form and substance satisfactory to the Initial Purchaser and its counsel. (g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor of the Seller, in form and substance satisfactory to the Initial Purchaser and its counsel. (h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel. (i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables. (j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability of the Supplemental Pooling Agreement and the Offered Certificates, the Trust Indenture Act of 1939, and securities law matters with respect to the Offered Certificates. (k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel. (l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Date, of a vice president or more senior officer of each of the Seller, FSC and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained in this Agreement are true and correct in all material respects on and as of the Issuance Date, (B) the Seller, FSC and the Servicer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Date, (C) the representations and warranties of the Seller, FSC or the Servicer, as applicable, in the Related Documents to which it is a party are true in all material respects on the Issuance Date, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificate, there has been no material adverse change in the condition (financial or otherwise) of the Seller, FSC or the Servicer, as applicable, or any of their respective subsidiaries. (m) The Initial Purchaser shall have received a letter of Ernst & Young addressed to the Seller and the Initial Purchaser regarding the Receivables, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to the Initial Purchaser and its counsel. (n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the Certificates.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Charming Shoppes Inc)
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser’s obligations hereunder Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC and the ServicerCompany herein, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer Company made pursuant to the provisions hereof, to the performance by the Seller, FSC and the Servicer Company of their respective its obligations hereunder and to the following additional conditions precedent:
(a) The Initial Purchaser shall have received fully executed copies a letter, dated the date of this Agreement, of Deloitte & Touche LLP in form and substance satisfactory to the Supplemented Pooling Agreement Initial Purchaser concerning the financial information with respect to the Company set forth in the Preliminary Offering Memorandum and the other Related Documents duly executed and delivered by the parties theretoFinal Offering Memorandum.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance DateAgreement, there shall not have occurred and be continuing (i) any change, or any development or event involving a prospective change, in the condition (financial or affecting particularly the business other), business, properties or properties results of operations of the Seller, FSC, the Servicer or Spirit of America Company which, in the reasonable judgment of the Initial Purchaser after consultation Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with the Seller and the Servicer, materially impairs the investment quality completion of the offering or the sale of and payment for the Offered CertificatesSecurities; (ii) any reduction downgrading in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer Company or any Affiliate thereof ITC Holdings (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer Company on any exchange or in any the over-the-counter market; (ivv) a general any banking moratorium on commercial banking activities in New York shall have been declared by either U.S. Federal or New York State authorities; (vvi) any material major disruption in commercial banking of settlements of securities settlement or clearance servicesservices in the United States; or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the resale offering or sale of and payment for the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered CertificatesSecurities.
(c) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charmingnegative assurance letter, dated the Issuance Date Closing Date, of the General Counsel for the Company substantially in the form of Exhibit A-1 and addressed Exhibit A-2 with only such changes as are in form and substance satisfactory to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matters.
(d) The Initial Purchaser shall have received an opinion and negative assurance letter, dated the Closing Date, of local tax Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, counsel for the Seller Company, substantially in the form of Exhibit B-1 and the ServicerExhibit B-2, dated the Issuance Daterespectively, regarding certain Ohio tax matters with only such changes as are in form and substance reasonably satisfactory to the Initial Purchaser and its counselPurchaser.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPopinion, dated the Issuance Date and addressed to Closing Date, of Dxxxxx Gxxxxxx PLLC, Michigan counsel for the Initial PurchaserCompany, satisfactory substantially in the form and substance to the Initial Purchaser and its counsel of Exhibit C with only such changes as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, are in form and substance satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx from Milbank, Tweed, Hxxxxx & MxXxxx LLP, dated the Issuance Date and addressed to counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor validity of the TrusteeOffered Securities, in form the General Disclosure Package and substance satisfactory the Final Offering Memorandum, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Initial Purchaser and its counselthe resales by the Initial Purchaser as contemplated hereby and other related matters as the Initial Purchaser may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLPopinion, dated the Issuance Date and addressed to Closing Date, of Sxxxxx, Xxxxx & Sxxxxxxx, P.C., federal energy regulatory counsel for the Initial PurchaserCompany, to substantially in the effect that the transfer form of Receivables from Spirit of America to the Seller creates a perfected security interest in Exhibit D with only such Receivables in favor of the Seller, changes as are in form and substance satisfactory to the Initial Purchaser and its counselPurchaser.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPa certificate, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables.
(j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability of the Supplemental Pooling Agreement and the Offered Certificates, the Trust Indenture Act of 1939, and securities law matters with respect to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Closing Date, of the Chief Executive Officer or any Vice President and a vice president principal financial or more senior accounting officer of each of the Seller, FSC and the Servicer Company in which such officerofficers, to the best of his or her their knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained Company in this Agreement are true and correct in all material respects on and as of correct, that the Issuance Date, (B) the Seller, FSC and the Servicer, as applicable, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Closing Date, (C) the representations and warranties of the Sellerthat, FSC or the Servicer, as applicable, in the Related Documents to which it is a party are true in all material respects on the Issuance Date, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given the most recent financial statements in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificate, General Disclosure Package there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise) other), business, properties or results of operations of the Seller, FSC or Company except as set forth in the Servicer, as applicable, or any of their respective subsidiariesGeneral Disclosure Package and the Final Offering Memorandum.
(mi) The Initial Purchaser shall have received a letter letter, dated the Closing Date, of Ernst Deloitte & Young addressed Touche LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Seller and Closing Date for the purposes of this subsection. The Company will furnish the Initial Purchaser regarding the Receivableswith such conformed copies of such opinions, substantially in the form heretofore agreed to certificates, letters and otherwise in form and in substance satisfactory to documents as the Initial Purchaser and its counsel.
(n) shall reasonably request. The Initial Purchaser shall have received letters from each may in its sole discretion waive compliance with any conditions to the obligations of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the CertificatesInitial Purchaser hereunder.
Appears in 1 contract
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser’s obligations hereunder Purchaser to purchase and pay for the Offered Securities will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC and the ServicerCompany herein, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer Company made pursuant to the provisions hereof, to the performance by the Seller, FSC and the Servicer Company of their respective its obligations hereunder and to the following additional conditions precedent:
(a) The Initial Purchaser shall have received fully executed copies a letter, dated the date of this Agreement, from each of UHY LLP and Ernst & Young LLP in form and substance reasonably satisfactory to the Supplemented Pooling Agreement Initial Purchaser concerning the financial information with respect to the Company set forth in the General Disclosure Package and the other Related Documents duly executed and delivered by the parties theretoAdditional Issuer Information.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance DateAgreement, there shall not have occurred and be continuing (i) any change, or any development or event involving a prospective change, in the condition (financial or affecting particularly the business other), business, properties or properties results of operations of the Seller, FSC, the Servicer or Spirit of America Company which, in the reasonable judgment of the Initial Purchaser after consultation Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with the Seller and the Servicer, materially impairs the investment quality completion of the offering or the sale of and payment for the Offered CertificatesSecurities; (ii) any reduction downgrading in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal downgrading, of such rating)) or any announcement that the Company has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Initial Purchaser, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or ; (v) any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer Company on any exchange or in any the over-the-counter market; (ivvi) a general any banking moratorium on commercial banking activities in New York shall have been declared by either U.S. Federal or New York State authorities; (vvii) any material major disruption in commercial banking of settlements of securities settlement or clearance servicesservices in the United States; or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the resale offering or sale of and payment for the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered CertificatesSecurities.
(c) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charmingopinion, dated the Issuance Date Closing Date, of Xxxxxxx Xxxxx LLP, counsel for the Company, in form and addressed substance satisfactory to counsel for the Initial Purchaser, satisfactory to the effect set forth in form Exhibit A-1 hereto and substance to such further effect as counsel to the Initial Purchaser and its counsel as to certain corporate mattersmay reasonably request.
(d) The Initial Purchaser shall have received an opinion a non-consolidation opinion, dated the Closing Date, of local tax Xxxxxxx Xxxxx LLP, counsel for the Seller and the ServicerCompany, dated the Issuance Date, regarding certain Ohio tax matters in form and substance reasonably satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit A-2 hereto and to such further effect as counsel to the Initial Purchaser and its counselmay reasonably request.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPopinion, dated the Issuance Date and addressed to Closing Date, of Xxxxxxxx Xxxxxx, L.L.C., special Louisiana counsel for the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial PurchaserCompany, in form and substance satisfactory to counsel for the Initial Purchaser, to the effect set forth in Exhibit A-3 hereto.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPopinion, dated the Issuance Date Closing Date, of the Company’s general counsel that, to his knowledge, except as described in the Preliminary Offering Memorandum and addressed the Final Offering Memorandum, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company is a party or to which any property of the Company is the subject which, individually or in the aggregate, if determined adversely to the Initial PurchaserCompany, would reasonably be expected to the effect that the transfer of Receivables from the Seller have a Material Adverse Effect; and to the Trust creates a perfected security interest in his knowledge, no such Receivables in favor of the Trusteeinvestigations, in form and substance satisfactory to the Initial Purchaser and its counselactions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx from White & Dxxxxxx Case LLP, dated the Issuance Date and addressed to counsel for the Initial Purchaser, such opinion or opinions, dated the Closing Date, with respect to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor organization of the SellerCompany, in form the validity of the Offered Securities, the Final Offering Memorandum and substance satisfactory the General Disclosure Package, the exemption from registration for the offer and sale of the Offered Securities by the Company to the Initial Purchaser and its counselthe resales by the Initial Purchaser as contemplated hereby and other related matters as the Initial Purchaser may require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. In rendering such opinion, White & Case LLP may rely as to the organization of the Company and all other matters governed by Delaware law upon the opinion of Xxxxxx Xxxxx LLP referred to above.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPa certificate, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables.
(j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability of the Supplemental Pooling Agreement and the Offered Certificates, the Trust Indenture Act of 1939, and securities law matters with respect to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Closing Date, of the President or any Vice President and a vice president principal financial or more senior accounting officer of each of the Seller, FSC and the Servicer Company in which such officerofficers, to the best of his or her their knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained Company in this Agreement are true and correct in all material respects on and as of correct, that the Issuance Date, (B) the Seller, FSC and the Servicer, as applicable, Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Closing Date, (C) the representations and warranties of the Sellerthat, FSC or the Servicer, as applicable, in the Related Documents to which it is a party are true in all material respects on the Issuance Date, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as dates of which information is given the most recent financial statements in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificateGeneral Disclosure Package, there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise) other), business, properties or results of operations of the Seller, FSC Company except as set forth in the General Disclosure Package or the Servicer, as applicable, or any of their respective subsidiariesdescribed in such certificate.
(mi) The Initial Purchaser shall have received a letter letter, dated the Closing Date, from each of UHY LLP and Ernst & Young addressed LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to the Seller and Closing Date for the purposes of this subsection.
(j) The Company shall use the proceeds of the offering of the Offered Securities in the manner described in the General Disclosure Package under the caption “Use of Proceeds.” The Company will furnish the Initial Purchaser regarding the Receivableswith such conformed copies of such opinions, substantially in the form heretofore agreed to certificates, letters and otherwise in form and in substance satisfactory to documents as the Initial Purchaser and its counsel.
(n) reasonably requests. The Initial Purchaser shall have received letters from each may waive compliance with any conditions to the obligations of the Rating Agencies stating that (i) the Class A Certificates have received a rating Initial Purchaser hereunder, whether in respect of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn an Optional Closing Date or reduced as a result of the issuance of the Certificatesotherwise.
Appears in 1 contract
Conditions of the Obligations of the Initial Purchaser. The ------------------------------------------------------ obligations of the Initial Purchaser’s obligations hereunder Purchaser to purchase and pay for the Firm Offered Securities on the Firm Closing Date and the Additional Offered Securities on the Option Closing Date will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC Company when made and the Serviceras of such respective dates, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer Company made in certificates delivered pursuant to the provisions hereof, to the performance by the Seller, FSC and the Servicer Company of their its respective obligations hereunder and to the following additional conditions precedent:
(a) The No Initial Purchaser shall have received fully executed copies been advised by the Company or shall have discovered and disclosed to the Company that the Offering Memorandum or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Initial Purchaser, is material, or omits to state a fact which, in the opinion of counsel for the Initial Purchaser, is material and is required to be stated therein or is necessary to make the statements therein not misleading.
(b) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Supplemented Pooling Indenture, the Registration Rights Agreement, the Offered Securities and the Offering Memorandum, and all other legal matters relating to this Agreement and the other Related Documents duly executed and delivered by the parties thereto.
(b) Subsequent transactions contemplated hereby shall be reasonably satisfactory in all respects to the execution and delivery of this Agreement and prior to the Issuance Date, there shall not have occurred and be continuing (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Seller, FSC, the Servicer or Spirit of America which, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the Servicer, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof by any “nationally recognized statistical rating organization” (as defined counsel for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; (v) any material disruption in commercial banking securities settlement or clearance services; if, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates.
(c) The Initial Purchaser On each Closing Date there shall have received an been furnished to you the opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charming, dated the Issuance Date and (addressed to the Initial Purchaser) of Kramer, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matters.
(d) The Initial Purchaser shall have received an opinion of local tax Levin, Naftalis & Xxxxxxx, special counsel for the Seller and the ServicerCompany, dated the Issuance Date, regarding certain Ohio tax matters such Closing Date and in form and substance reasonably satisfactory to the Initial Purchaser and its counsel.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to for the Initial Purchaser, to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor of the Trustee, in form and substance satisfactory to the Initial Purchaser and its counsel.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor of the Seller, in form and substance satisfactory to the Initial Purchaser and its counsel.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.that:
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed Company has been duly incorporated and is validly existing as a corporation in good standing under the offices of the Secretary of State laws of the State of Ohio New York and has all corporate power and authority necessary to own or hold its properties and to conduct the business in which it is engaged;
(ii) The Company has an authorized capitalization as set forth in the Offering Memorandum; all the issued shares of capital stock of the Company conform in all material respects to the description thereof contained in the Offering Memorandum;
(iii) The Conversion Shares have been duly authorized and validly reserved for issuance upon conversion of the Offered Securities and are free of preemptive rights; and all Conversion Shares, when so issued and delivered upon such conversion in accordance with the terms of the Indenture, will be duly and validly authorized and issued, fully paid and non-assessable;
(iv) The statements in the Offering Memorandum under the captions "Description of Debentures", "Description of Capital Stock" and "Transfer Restrictions" insofar as they purport to summarize the provisions of the Indenture, the Offered Securities and the Recorder Common Stock (including the Conversion Shares) are accurate and complete in all material respects;
(v) There are no preemptive or other rights to subscribe for or to purchase from the Company, or any restriction upon the voting or transfer of, any shares of Deeds Common Stock pursuant to the Company's charter or by-laws;
(vi) This Agreement has been duly authorized, executed and delivered by the Company;
(vii) Each of the District Indenture and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of Columbiathe Company. The Indenture is enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting rights of creditors and other obligees generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing;
(viii) The Offered Securities have been duly authorized by the case Company and, when executed, authenticated and delivered in accordance with this Agreement and the Indenture, will be valid and legally binding obligations of Spirit the Company enforceable against the Company in accordance with their terms, except in all cases as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting rights of Americacreditors and other obligees generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing, and will be entitled to the Secretary of State benefits of the State Indenture;
(ix) The execution, delivery and performance of Delawarethis Agreement, in the case Registration Rights Agreement and the Indenture and the issuance of the Seller, reflecting Offered Securities and the interests Conversion Shares and the consummation of the Seller transactions contemplated hereby and thereby do not result in any violation of the provisions of the charter or by-laws of the Company; and no consent, approval, authorization or order of, or filing or registration with, any U.S. court or governmental agency or body is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Trust Indenture and the issuance of the Offered Securities and the Conversion Shares and the consummation of the transactions contemplated hereby and thereby except as may be required by the securities or "blue sky" laws of any state of the United States in connection with the Receivablessale of the Offered Securities and except as contemplated by the Registration Rights Agreement.
(jx) The Initial Purchaser shall have received an opinion statements in the Offering Memorandum under the caption "Certain Federal Income Tax Considerations" as to matters of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations U.S. tax law and exceptions, dated the Issuance Date, regulation are confirmed in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability all material respects;
(xi) No registration of the Supplemental Pooling Agreement Offered Securities or the Conversion Shares under the Securities Act and no qualification of the Offered Certificates, Indenture or an indenture under the U.S. Trust Indenture Act of 1939, and securities law matters as amended, is required in connection with respect to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLPoffer, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication sale and delivery of the Offered Certificates and such other matters as Securities or in connection with the Initial Purchaser shall requestconversion of the Offered Securities into Conversion Shares, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Date, of a vice president or more senior officer of each of the Seller, FSC and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained in this Agreement are true and correct in all material respects on and as of the Issuance Date, (B) the Seller, FSC and the Servicer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Date, (C) the representations and warranties of the Seller, FSC or the Servicer, as applicablecase, in the Related Documents to which it is a party are true in all material respects on manner contemplated by the Issuance Date, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given in the Final Offering Memorandum, this Agreement and except as set forth the Indenture;
(xii) The Company is not an "investment company," or contemplated in an entity "controlled" by "investment company," within the Final Memorandum or such certificate, there has been no material adverse change in the condition (financial or otherwise) meaning of the Seller, FSC or the Servicer, as applicable, or any of their respective subsidiaries.Investment Company Act; and
(mxiii) The Initial Purchaser shall have received a letter Offered Securities satisfy the eligibility requirements of Ernst & Young addressed to Rule 144A(d)(3) under the Seller and the Initial Purchaser regarding the Receivables, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to the Initial Purchaser and its counselSecurities Act.
(n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the Certificates.
Appears in 1 contract
Conditions of the Obligations of the Initial Purchaser. The obligation ------------------------------------------------------ of the Initial Purchaser to purchase and pay for the Firm Securities shall be subject, in the sole discretion of the Initial Purchaser’s obligations hereunder will be subject , to the accuracy of the representations and warranties of the Company contained herein as of the date hereof and as of the Firm Closing Date, as if made on the part and as of the Seller, FSC and the ServicerFirm Closing Date, to the accuracy of the statements certifications, representations and warranties of the Company's officers of each of the Seller, FSC and the Servicer made pursuant to the provisions hereof, to the performance by the Seller, FSC Company of its respective covenants and the Servicer of their respective obligations agreements hereunder and to the following additional conditions precedentconditions:
(a) The Initial Purchaser shall have received fully executed copies of this Agreement, the Supplemented Pooling Agreement and the other Related Documents duly executed and delivered by the parties thereto.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance DateAgreement, (i) there shall not have occurred and be continuing (i) any change, or any development involving a prospective change, downgrading in or affecting particularly the business or properties of the Seller, FSC, the Servicer or Spirit of America which, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the Servicer, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust Securities or of any other debt securities of the Seller, the Servicer or any Affiliate thereof Company by any “"nationally recognized statistical rating organization” " (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust Securities or of any other debt securities of the Seller, the Servicer or any Affiliate thereof (Company other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal downgrading, of such rating); (ii) no order or decree preventing the use of the Offering Memorandum or any amendment or supplement thereto, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act, shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, be contemplated and no stop order suspending the sale of the Securities in any jurisdiction designated by the Initial Purchaser shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending or, to the knowledge of the Company, shall be contemplated; (iii) any suspension the Initial Purchaser shall not have discovered or limitation of trading in securities generally on disclosed to the New York Stock Exchange, Company that the Offering Memorandum or any setting amendment or supplement thereto contains an untrue statement of minimum prices for trading on such exchangefact which, in the Initial Purchaser's opinion, is material or any suspension of trading of any securities fails to state a fact which is material or is necessary to make the statements therein, in light of the Seller circumstances under which they are made, not misleading; or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York there shall not have been declared occurred any invalidation of Rule 144A or Regulation S under the Securities Act by either Federal any court or New York State authorities; (v) any material disruption in commercial banking securities settlement withdrawal or clearance services; if, proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the Commission or any amendment or proposed amendment thereof by the Commission which in the reasonable judgment of the Initial PurchaserPurchaser would materially impair its ability to purchase, the hold or effect of any such disruption makes it impractical or inadvisable to proceed with completion resales of the resale of the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered CertificatesSecurities as contemplated hereby.
(cb) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charmingopinion, dated the Issuance Date and addressed to the Initial PurchaserFirm Closing Date, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matters.
(d) The Initial Purchaser shall have received an opinion of local tax Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Seller and the ServicerCompany, dated the Issuance Date, regarding certain Ohio tax matters in form and substance reasonably satisfactory to the Initial Purchaser and its counsel.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, substantially to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor of the Trustee, in form and substance satisfactory to the Initial Purchaser and its counsel.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor of the Seller, in form and substance satisfactory to the Initial Purchaser and its counsel.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.that:
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed Company is a corporation duly organized and validly existing as a corporation in good standing under the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State laws of the State of Delaware. Each of HomeClub, Inc., a Nevada corporation, HomeClub, Inc. of Texas, a Delaware corporation, and Fullerton Corporation, a Delaware corporation (collectively, the "Subsidiaries"), has been duly organized and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation; no subsidiary of the Company other than the Subsidiaries may be deemed to be a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X; the Company and each of the Subsidiaries are duly qualified to transact business as foreign corporations and are in good standing under the laws of all United States jurisdictions where the ownership or leasing of their respective properties or the conduct of their respective businesses requires such qualification, except where the failure to be so qualified does not amount to a material liability or disability to the Company and the Subsidiaries, taken as a whole;
(ii) The Company and each of the Subsidiaries has full corporate power, to own or lease its properties and conduct its business as described in the case Offering Memorandum;
(iii) The authorized, issued and outstanding capital stock of the Seller, reflecting Company is as set forth in the interests Offering Memorandum under the caption "Capitalization," the Common Stock conforms to the description thereof contained in the Offering Memorandum and such description is a fair summary of the Seller rights and privileges of a holder of such Common Stock;
(iv) The issued shares of capital stock of each of the Trust Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record by the Company, directly or through one or more of the Subsidiaries; the issued shares of capital stock of each of the Subsidiaries are, to the knowledge of such counsel, free and clear of any perfected security interests or any other security interests, liens, encumbrances, equities or claims; and, to the knowledge of such counsel, except for the Securities and as described in the Receivables.Offering Memorandum under the caption "Capitalization," there are no outstanding rights, warrants or options to acquire any capital stock of the Company or any subsidiary, other than stock options granted to officers, employees, directors, consultants and advisors under the Company's stock incentive plans;
(jv) To the knowledge of such counsel, all of the outstanding shares of capital stock of the Company issued after July 26, 1997 have been issued in compliance with all applicable federal and state securities laws and regulations of the United States, and, other than rights pursuant to the Registration Agreement, no holders of securities of the Company are entitled to have such securities registered under the Securities Act as a result of the issuance and sale of the Securities hereunder or as a result of the Company filing the Shelf Registration Statement pursuant to the terms of the Registration Agreement;
(vi) The Initial Purchaser shall have received an opinion of OxxxxxIndenture has been duly authorized, Hxxxxxxxxx & Sxxxxxxxx LLPexecuted and delivered by the Company; assuming the due authorization, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations execution and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability delivery of the Supplemental Pooling Agreement Indenture by the Trustee, the Indenture constitutes a valid and binding obligation of the Offered CertificatesCompany, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act of 1939, as amended (the "TIA"), and securities law matters the rules and regulations of the Commission applicable to an indenture which is qualified thereunder; and it is not necessary in connection with respect the offer, sale and delivery of the Securities to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for or in connection with the Trustee, dated initial resales of the Issuance Securities delivered on the Closing Date and addressed by the Company to the Initial Purchaser, in each case in the manner contemplated by this Agreement and the Offering Memorandum, to qualify the Indenture under the TIA;
(vii) The Securities have been duly authorized, executed and delivered by the Company and, assuming they have been duly authenticated by the Trustee in accordance with respect to general corporate matters, enforceability the terms of the Related Documents to which the Trustee is a partyIndenture, due authentication and upon delivery of the Offered Certificates Securities in accordance with the Indenture, the Securities will constitute legal, valid and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Date, of a vice president or more senior officer of each binding obligations of the SellerCompany, FSC enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained in this Agreement are true and correct Securities conform in all material respects on to the descriptions thereof contained in the Offering Memorandum and as are entitled to the benefits provided by the Indenture;
(viii) The shares of Common Stock to be issued upon conversion of the Issuance Date, (B) the Seller, FSC Securities have been duly authorized and the Servicer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Date, (C) the representations and warranties reserved for issuance upon such conversion of the SellerSecurities and, FSC or when they are issued and delivered upon conversion of the ServicerSecurities in accordance with the terms of the Indenture, as applicablewill be validly issued, fully paid and nonassessable and not subject to any preemptive rights;
(ix) The statements under the captions "Senior Bank Facility," "Description of Notes", "Description of Capital Stock" "Certain Federal Income Tax Considerations" and "Notice to Investors" in the Related Documents Offering Memorandum insofar as such statements constitute a general summary of matters of United States law or of documents referred to which it is a party therein are true and accurate in all material respects on and fairly summarize the Issuance Date, except matters referred to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificate, there has been no material adverse change in the condition (financial or otherwise) of the Seller, FSC or the Servicer, as applicable, or any of their respective subsidiaries.
(m) The Initial Purchaser shall have received a letter of Ernst & Young addressed to the Seller and the Initial Purchaser regarding the Receivables, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to the Initial Purchaser and its counsel.
(n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the Certificates.therein;
Appears in 1 contract
Samples: Purchase Agreement (Homebase Inc)
Conditions of the Obligations of the Initial Purchaser. The ------------------------------------------------------ obligations of the Initial Purchaser’s obligations Purchaser hereunder will be are subject to the accuracy following conditions:
(a) Since the respective dates as of which information is given in the Preliminary Offering Memorandum and the Offering Memorandum, (1) there shall not have been a Material Adverse Change, whether or not arising from transactions in the ordinary course of business, in each case other than as set forth in or contemplated by the Preliminary Offering Memorandum and the Offering Memorandum, (2) neither the Company nor any of its Subsidiaries shall have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Preliminary Offering Memorandum and the Offering Memorandum, and (3) there shall not have been any material adverse change in the capital stock or debt of the Company and Subsidiaries taken as a whole, if in the judgment of the Initial Purchaser any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Notes by the Initial Purchaser at the purchase price.
(b) Since the respective dates as of which information is given in the Preliminary Offering Memorandum and the Offering Memorandum, there shall have been no litigation or other proceeding instituted against the Company or any of its Subsidiaries or any of their respective officers or directors in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would have a Material Adverse Effect.
(c) Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the Closing Date, as if made at the Closing Date, and all covenants and agreements herein contained to be performed on the part of the Seller, FSC Company and the Servicer, all conditions herein contained to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer made pursuant to the provisions hereof, to the performance be fulfilled or complied with by the Seller, FSC and the Servicer of their respective obligations hereunder and to the following additional conditions precedent:
(a) The Initial Purchaser shall have received fully executed copies of this Agreement, the Supplemented Pooling Agreement and the other Related Documents duly executed and delivered by the parties thereto.
(b) Subsequent to the execution and delivery of this Agreement and Company at or prior to the Issuance Date, there shall not have occurred and be continuing (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Seller, FSC, the Servicer or Spirit of America which, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the Servicer, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York Closing Date shall have been declared by either Federal duly performed, fulfilled or New York State authorities; (v) any material disruption in commercial banking securities settlement or clearance services; if, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered Certificates.
(c) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charming, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matterscomplied with.
(d) The Initial Purchaser shall have received an opinion of local tax counsel for the Seller and the Serviceropinion, dated the Issuance Closing Date, regarding certain Ohio tax matters satisfactory in form and substance reasonably to counsel for the Initial Purchaser, from Xxxxxx, Saleson & Xxxxxx LLP, counsel to the Company, as to the matters set forth in Exhibit A-1, and from Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company, as to the matters set forth in Exhibit A-2. In addition, the Initial Purchaser shall have received a reliance letter, dated on or prior to the Closing Date, from Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel to the Company, with respect to the Articles of Incorporation of Stater Bros. Markets, which opinion shall be satisfactory in all respects to the Initial Purchaser and its counselPurchaser.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLPopinion, dated the Issuance Date Closing Date, from Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the Initial Purchaser, with respect to the validity of the Notes and such other matters as are customarily covered in such opinions, which opinion shall be satisfactory in all respects to the Initial Purchaser.
(f) Concurrently with the execution and delivery of this Agreement, (i) E&Y shall have furnished to the Initial Purchaser a letter, dated the date of its delivery, addressed to the Initial Purchaser and in form and substance satisfactory to the Initial Purchaser, confirming that they are independent accountants with respect to the Company and with respect to the financial and other statistical and numerical information contained in the Preliminary Offering Memorandum and the Offering Memorandum and (ii) Deloitte and E&Y shall have each furnished to the Initial Purchaser a letter, dated the date of its delivery, addressed to the Initial Purchaser and in form and substance satisfactory to the Initial Purchaser, confirming that they are independent accountants with respect to Xxxxxxxxx'x, Inc. and American Stores, respectively, and with respect to the financial and other statistical and numerical information delivered to the Company by each of Deloitte and E&Y with respect to the Acquired Properties. At the Closing Date, each of the Accountants shall have furnished to the Initial Purchaser a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from the Accountants, that nothing has come to their attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior to the Closing Date which would require any change in their letter dated the date hereof if it were required to be dated and delivered at the Closing Date.
(g) Concurrently with the execution and delivery of this Agreement and at the Closing Date, there shall be furnished to the Initial Purchaser an accurate certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Initial Purchaser, to the effect that:
(1) Each signer of such certificate has carefully examined the Preliminary Offering Memorandum and the Offering Memorandum and (A) as of the date of such certificate, such documents are true and correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not untrue or misleading and (B) in the case of the certificate delivered at the Closing Date, since the date hereof, no event has occurred as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein not untrue or misleading in any material respect.
(2) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all material respects.
(3) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with.
(h) Concurrently with the execution and delivery of this Agreement and at the Closing Date, there shall be furnished to the Initial Purchaser an accurate certificate, dated the date of its delivery, signed by the Secretary of the Company, in form and substance satisfactory to the Initial Purchaser, and attaching the Company's articles of incorporation, by-laws, resolutions, a specimen of the Notes and such other documents or records as the Initial Purchaser may reasonably request.
(i) The Notes shall be qualified for sale in such states as the Initial Purchaser may reasonably request, each such qualification shall be in effect and not subject to any stop order or other proceeding on the Closing Date.
(j) The Notes shall have been duly authorized for quotation in PORTAL.
(k) The Company shall have furnished to the Initial Purchaser such certificates, in addition to those specifically mentioned herein, as the Initial Purchaser may have reasonably requested as to the accuracy and completeness at the Closing Date of any statement in the Preliminary Offering Memorandum or the Offering Memorandum, as to the accuracy at the Closing Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Initial Purchaser.
(l) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by the Board of Governors of the Federal Reserve System or any other governmental agency as of the Closing Date that would prevent the issuance of the Notes. No injunction, restraining order or order of any nature by a federal or state court of competent jurisdiction shall have been issued as of the Closing Date that would prevent the issuance of the Notes or the consummation of the Exempt Resales. The purchase of and payment for the Notes to be purchased by the Initial Purchaser shall not subject the Initial Purchaser to any penalty or, in the Initial Purchaser's reasonable judgment, other onerous conditions under or pursuant to any applicable law or governmental regulation. On the Closing Date, no action, suit or proceeding shall be pending against or, to the knowledge of the Company, affecting or threatened against, the Company or any of its Subsidiaries before any court, arbitrator or governmental body, agency or official that would interfere with or adversely affect the issuance of the Notes or in any manner draw into question the validity of this Agreement or the Notes.
(m) The Offering Memorandum shall have been printed and copies distributed to the Initial Purchaser not later than 9:00 a.m., New York City time, on the date one Business Day after the date of this Agreement or at such later date and time as the Initial Purchaser may approve in writing.
(n) The Company shall have entered into the Registration Rights Agreement in form and substance acceptable to the Initial Purchaser, and the Initial Purchaser shall have received an original, duly executed by the Company, of the Registration Rights Agreement.
(o) The Company and the Trustee shall have entered into the Indenture and the Initial Purchaser shall have received counterparts, confirmed as executed, thereof. The Notes shall have been issued.
(p) Subsequent to the date hereof, there shall not have been any decrease in the rating of any of the Company's or any of its Subsidiaries' debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.
(q) The Company shall have furnished to the Initial Purchaser such further information, certificates and documents as the Initial Purchaser may reasonably request.
(r) The following events shall have taken place at the time of the purchase of the Notes by the Initial Purchaser: (i) each of the conditions precedent to the Company's and Stater Bros. Markets' obligations under the Asset Purchase Agreement shall have been satisfied and not waived by the Company or Stater Bros. Markets, (ii) the Company and IBJ Whitehall Bank & Trust Company (the "11% Note Trustee"), as successor in interest to IBJ ---------------- Xxxxxxxx Bank & Trust Company, shall have entered into the Second Supplemental Indenture in substantially the form attached as Appendix B-1 to the Offer to Purchase amending the Indenture dated as of March 8, 1994 between the Company and the 11% Note Trustee (as amended by the First Supplemental Indenture dated as of July 22, 1997 between the Company and the 11% Note Trustee) and the Initial Purchaser shall have received counterparts, confirmed as executed, thereof, (iii) the Company and US Bank National Association (the "9% Note Trustee"), as successor in interest to --------------- First Trust of New York National Association, shall have entered into the First Supplemental Indenture in substantially the form attached as Appendix B-2 to the Offer to Purchase amending the Indenture dated as of July 24, 1997 between the Company and the 9% Note Trustee and the Initial Purchaser shall have received counterparts, confirmed as executed, thereof, (iv) the Company shall have consummated the Tender Offer and (v) the Company and Bank of America shall have entered into the New Credit Facility. All opinions, certificates, letters and other documents required by this Section 6 to be delivered by the Company will be in compliance with the --------- provisions hereof only if they are reasonably satisfactory in form and substance to the Initial Purchaser. The Company will furnish to the Initial Purchaser, without charge, such conformed copies of such opinions, certificates, letters and other documents as the Initial Purchaser shall reasonably request. If any of the conditions specified in this Section 6 shall not have been --------- fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability their counsel, this Agreement and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated all obligations of the Issuance Initial Purchaser hereunder may be canceled on the Closing Date and addressed to by the Initial Purchaser, in form and substance satisfactory . Notice of such cancellation shall be given to the Initial PurchaserCompany in writing or by telephone or telegraph confirmed in writing.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor of the Trustee, in form and substance satisfactory to the Initial Purchaser and its counsel.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor of the Seller, in form and substance satisfactory to the Initial Purchaser and its counsel.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables.
(j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability of the Supplemental Pooling Agreement and the Offered Certificates, the Trust Indenture Act of 1939, and securities law matters with respect to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate or certificates, dated the Issuance Date, of a vice president or more senior officer of each of the Seller, FSC and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicer, as applicable, contained in this Agreement are true and correct in all material respects on and as of the Issuance Date, (B) the Seller, FSC and the Servicer, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Date, (C) the representations and warranties of the Seller, FSC or the Servicer, as applicable, in the Related Documents to which it is a party are true in all material respects on the Issuance Date, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificate, there has been no material adverse change in the condition (financial or otherwise) of the Seller, FSC or the Servicer, as applicable, or any of their respective subsidiaries.
(m) The Initial Purchaser shall have received a letter of Ernst & Young addressed to the Seller and the Initial Purchaser regarding the Receivables, substantially in the form heretofore agreed to and otherwise in form and in substance satisfactory to the Initial Purchaser and its counsel.
(n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the Certificates.
Appears in 1 contract
Conditions of the Obligations of the Initial Purchaser. The obligations of the Initial Purchaser’s obligations hereunder Purchaser to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties herein made on the part of the SellerIssuer, FSC TILC, TRIP Leasing and the ServicerTRIP Holdings, herein, to the accuracy of the statements of the officers of each of the Seller, FSC Issuer and the Servicer TILC made pursuant to the provisions hereof, to the performance by each of the SellerIssuer, FSC TILC and the Servicer TRIP Holdings of their respective its obligations hereunder and to the following additional conditions precedentprecedent on or prior to the Closing Date:
(a) The Initial Purchaser shall have received fully executed copies from Deloitte LLP a letter or letters, dated as of this Agreementthe date of the Preliminary Offering Circular and as of the Applicable Time, in form and substance satisfactory to the Supplemented Pooling Agreement Initial Purchaser and their counsel, stating in effect that they have performed certain specified procedures, all of which have been agreed to by the Initial Purchaser, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Preliminary Offering Circular and the other Related Documents duly executed final Offering Circular agrees with the corresponding information included on or derived from a certain computer-generated railroad car lease data file and delivered by the parties theretorelated record layout, excluding any questions of legal interpretation.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance DateAgreement, there shall not have occurred and be continuing occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or affecting particularly the business other), business, properties or properties results of operations of the SellerIssuer, FSCTILC, the Servicer TRIP Leasing or Spirit of America TRIP Holdings and its subsidiaries taken as one enterprise which, in the reasonable judgment of the Initial Purchaser after consultation or any of its affiliates, is material and adverse and makes it impractical or inadvisable to proceed with the Seller and the Servicer, materially impairs the investment quality completion of the offering or the sale of and payment for the Offered CertificatesNotes; (ii) any reduction downgrading in or withdrawal of the rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer TILC or any Affiliate thereof TRIP Holdings by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer TILC or any Affiliate thereof TRIP Holdings (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal downgrading, of such rating)) or any announcement by such organization that the Issuer, TILC or TRIP Holdings has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Initial Purchaser or any of its affiliates, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Notes, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or ; (v) any suspension of trading of any securities of the Seller Issuer, TILC or the Servicer TRIP Holdings or any Affiliate of the Seller or the Servicer its affiliates on any exchange or in any the over-the-counter market; (ivvi) a general any banking moratorium on commercial banking activities in New York shall have been declared by either U.S. Federal or New York State authorities; (vvii) any material major disruption in commercial banking of settlements of securities settlement or clearance servicesservices in the United States; or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the reasonable judgment of the Initial PurchaserPurchaser or any of its affiliates, the effect of any such disruption attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the resale offering or sale of and payment for the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered CertificatesNotes.
(c) The Initial Purchaser shall have received an opinion of Cxxxx X. Xxxxx, Esq., Executive Vice President and General Counsel to Charmingopinions, dated the Issuance Date and addressed to the Initial PurchaserClosing Date, satisfactory in form and substance to the Initial Purchaser and its counsel as to certain corporate matters.
of (di) The Initial Purchaser shall have received an opinion of local tax Xxxxxx Price P.C., counsel for the Seller Issuer, (ii) the Associate General Counsel and the ServicerSecretary of TILC, dated the Issuance Date, regarding certain Ohio tax matters in form and substance reasonably satisfactory (iii) such other law firms acceptable to the Initial Purchaser and its counsel.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that that:
(i) The Issuer has been duly formed and is an existing limited liability company in good standing under the transfer laws of Receivables from the Seller state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(ii) Each of TRIP Leasing and TRIP Holdings has been duly formed and is an existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TRIP Leasing and TRIP Holdings is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(iii) TILC has been duly incorporated and is an existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TILC is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;
(iv) The Indenture and the other Transaction Documents have been duly authorized, executed and delivered by the Issuer, TILC, TRIP Leasing or TRIP Holdings, as applicable; the Offered Notes have been duly authorized, executed, authenticated, issued and delivered and conform to the Trust description thereof contained in the Final Offering Document; and each Transaction Document with respect to which it is a party, constitutes a valid and legally binding obligation of the Issuer, TILC, TRIP Leasing or TRIP Holdings, as applicable, enforceable against the Issuer, TILC, TRIP Leasing or TRIP Holdings, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(v) The Indenture creates a valid lien upon all of the Collateral (as defined in the Indenture) as granted under the Indenture and subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets that become part of the Collateral after the date of such opinion and required to be subjected to the lien of the Indenture, subject only to the exceptions referred to in the Indenture; the Trustee for the benefit of the holders of the holders of the Offered Notes from time to time will have, upon the filing of certain financing statements, a perfected security interest in such Receivables in favor the Collateral;
(vi) Each of the TrusteeIssuer, TILC, TRIP Leasing and TRIP Holdings has been duly incorporated or formed, and is an existing corporation, statutory trust or limited liability company in form and substance satisfactory to good standing under the Initial Purchaser and its counsel.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor laws of the Seller, in form and substance satisfactory to the Initial Purchaser and jurisdiction of its counsel.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.
(i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables.
(j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to the enforceability of the Supplemental Pooling Agreement and the Offered Certificates, the Trust Indenture Act of 1939, and securities law matters with respect to the Offered Certificates.
(k) The Initial Purchaser shall have received an opinion from Cxxxxxx & Cxxxxx LLP, counsel for the Trustee, dated the Issuance Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, in form and substance satisfactory to the Initial Purchaser and its counsel.
(l) The Initial Purchaser shall have received a certificate incorporation or certificates, dated the Issuance Date, of a vice president or more senior officer of each of the Seller, FSC and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (A) the representations and warranties of the Seller, FSC and the Servicerformation, as applicable, contained with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of the Issuer, TILC, TRIP Leasing and TRIP Holdings is duly qualified to do business as a foreign corporation or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification if the failure to be so qualified would materially and adversely affect its ability to perform its obligations, if any, under the Transaction Documents;
(vii) The Issuer is not and, after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act;
(viii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement are true and correct in all material respects on and as connection with the issuance or sale of the Issuance DateOffered Notes, (B) except for security interest filings contemplated by the Seller, FSC Transaction Documents and except such as may be required under state securities laws and except for the Servicer, filing of a notice of sale on Form D as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Issuance Date, (C) the representations and warranties required by Rule 503 of Regulation D of the SellerSecurities Act;
(ix) There are no pending actions, FSC suits or proceedings against or affecting the ServicerIssuer, as applicableTILC, in the Related Documents to which it is a party are true in all material respects on the Issuance DateTRIP Leasing, except to the extent such representations and warranties relate to an earlier date, and (D) subsequent to the date as of which information is given in the Final Memorandum, and except as set forth or contemplated in the Final Memorandum or such certificate, there has been no material adverse change in the condition (financial or otherwise) of the Seller, FSC or the Servicer, as applicableTRIP Holdings, or any of their respective subsidiaries., or any of their respective properties that, if determined adversely to the Issuer, TILC, TRIP Leasing, TRIP Holdings, or any of their respective subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer, TILC, TRIP Leasing or TRIP Holdings to perform their respective obligations under the Indenture, this Agreement, or any other Transaction Document or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated;
(mx) The Initial Purchaser shall have received execution, delivery and performance of the Indenture, the other Transaction Documents to which the Issuer, TILC, TRIP Leasing or TRIP Holdings is a letter of Ernst & Young addressed to the Seller party, and this Agreement and the Initial Purchaser regarding issuance and sale of the ReceivablesOffered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, substantially or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer, TILC, TRIP Leasing or TRIP Holdings or any of their properties, or any agreement or instrument to which the Issuer, TILC, TRIP Leasing or TRIP Holdings is a party or by which the Issuer, TILC, TRIP Leasing or TRIP Holdings is bound or to which any of the properties of the Issuer, TILC, TRIP Leasing or TRIP Holdings is subject, or the organizational or formation documents of the Issuer, TILC, TRIP Leasing or TRIP Holdings, and the Issuer has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement;
(xi) Such counsel have no reason to believe that the Final Offering Document, or any amendment or supplement thereto, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading; and such counsel have no reason to believe that the information specified in a schedule, if any, to such counsel’s letter, which information, when taken together with the form heretofore agreed Preliminary Offering Circular, will comprise the General Disclosure Package, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading;
(xii) This Agreement has been duly authorized, executed and otherwise delivered by each of the Issuer, TILC and TRIP Holdings;
(xiii) It is not necessary in form connection with (i) the offer, sale and in substance satisfactory delivery of the Offered Notes by the Issuer to the Initial Purchaser and its counsel.
(n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody'spursuant to this Agreement, respectively, or (ii) the Class M Certificates have received a rating resales of the Offered Notes by the Initial Purchaser in the manner contemplated by this Agreement, to register the Offered Notes under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act;
(xiv) The statements in the Preliminary Offering Circular and the Offering Circular under the captions “AAThe Issuer”, “The Railcars”, “The Lessees”, “The Leases”, “TRIP Holdings and TRIP Leasing”, “The Manager”, “Description of the Management Agreement”, “Description of the Administrative Services Agreement”, “Description of the Purchase and Contribution Agreement”, “Description of the Insurance Agreement”, “Description of the Series 2011-1 Hedge Agreement” (excluding “The Series 2011-1 Hedge Provider”) and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result Description of the issuance Offered Notes and Indenture-Accounts-Liquidity Reserve Account”, insofar as they purport to summarize certain terms of the Certificates.Offered Notes and the applicable Transaction Documents, constitute a fair summary of the provisions purported to be summarized;
Appears in 1 contract
Conditions of the Obligations of the Initial Purchaser. The obligation of the Initial Purchaser’s obligations hereunder Purchaser to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties herein made on the part of the Seller, FSC and the Servicerherein, to the accuracy of the statements of the officers of each of the Seller, FSC and the Servicer made pursuant to the provisions hereofhereto, to the performance by the SellerDepositor, FSC Conn Appliances, the Issuer and the Servicer Conn’s, Inc. of their respective obligations hereunder hereunder, and to the following additional conditions precedent:
(a) The Initial Purchaser You shall have received fully executed copies letters, dated as of this Agreementthe Closing Date, the Supplemented Pooling Agreement of Ernst & Young LLP, independent certified public accountants, in form and the other Related Documents duly executed substance reasonably satisfactory to you and delivered by the parties theretoyour counsel.
(b) Subsequent to the execution and delivery of this Agreement and prior to the Issuance Date, there There shall not have occurred and be continuing (i) any change, or any development involving a prospective change, in the condition, financial or affecting particularly otherwise, or in the earnings, business or properties operations of the Seller, FSCIssuer, the Servicer or Spirit of America whichDepositor, in the reasonable judgment of the Initial Purchaser after consultation with the Seller and the ServicerConn Appliances, materially impairs the investment quality of the Offered Certificates; (ii) any reduction in or withdrawal of the rating of the Certificates issued by the Trust Conn’s, Inc. or any other debt securities of the Sellertheir respective subsidiaries, the Servicer or any Affiliate thereof by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of the Certificates issued by the Trust or any other debt securities of the Seller, the Servicer or any Affiliate thereof (other than an announcement with positive implications of a possible upgrading, and no implication of a possible reduction in or withdrawal of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Seller or the Servicer or any Affiliate of the Seller or the Servicer on any exchange or in any over-the-counter market; (iv) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; (v) any material disruption in commercial banking securities settlement or clearance services; ifthat, in the reasonable judgment of the Initial Purchaser, the effect of any such disruption is material and adverse and that makes it impractical or inadvisable impracticable to proceed with completion of market the resale of Purchased Notes on the Offered Certificates; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, terms and in the reasonable judgment of manner contemplated in the Initial Purchaser, the effect of any such outbreak, escalation, declaration, calamity, emergency or change makes it impractical or inadvisable to proceed with completion of the resale of the Offered CertificatesPreliminary Offering Memorandum.
(c) The Initial Purchaser You shall have received an opinion of Cxxxx X. Xxxxxin-house counsel to the Depositor, Esq.Conn Appliances, Executive Vice President the Receivables Trust and General Counsel the Seller addressed to Charmingyou, the Trustee and the Receivables Trustee, dated the Issuance Closing Date and addressed to the Initial Purchaser, reasonably satisfactory in form and substance to the Initial Purchaser you and its counsel as to certain corporate mattersyour counsel.
(d) The Initial Purchaser shall have received an opinion of local tax Xxxxx Xxxxx LLP, special counsel for to the Depositor, Conn Appliances, the Receivables Trust, the Seller and the ServicerIssuer, dated the Issuance Date, regarding certain Ohio tax matters in form and substance reasonably satisfactory to the Initial Purchaser and its counsel.
(e) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, satisfactory in form and substance to the Initial Purchaser and its counsel as to enforceability and certain securities law matters. Such counsel shall also deliver a negative assurance letter, dated the Issuance Date and addressed to the Initial Purchaser, in form and substance satisfactory to the Initial Purchaser.
(f) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from the Seller to the Trust creates a perfected security interest in such Receivables in favor of the Trustee, in form and substance satisfactory to the Initial Purchaser and its counsel.
(g) The Initial Purchaser shall have received an opinion of Squire, Sxxxxxx & Dxxxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, to the effect that the transfer of Receivables from Spirit of America to the Seller creates a perfected security interest in such Receivables in favor of the Seller, in form and substance satisfactory to the Initial Purchaser and its counsel.
(h) The Initial Purchaser shall have received an opinion of Mxxxx Xxxxx LLP, dated the Issuance Date and addressed to the Initial Purchaser, with respect to (a) the nonconsolidation of FSC with the Seller and (b) certain FDIC matters relating to the transfer of the Receivables from Spirit of America to the Seller, in each case in form and substance satisfactory to the Initial Purchaser and its counsel.
delivered (i) The Initial Purchaser shall have received copies of UCC-1 financing statements filed in the offices of the Secretary of State of the State of Ohio and the Recorder of Deeds of the District of Columbia, in the case of Spirit of America, and the Secretary of State of the State of Delaware, in the case of the Seller, reflecting the interests of the Seller and the Trust in the Receivables.
(j) The Initial Purchaser shall have received an opinion of Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP, special counsel for the Initial Purchaseror opinions, subject to customary qualifications, assumptions, limitations and exceptions, dated the Issuance Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser, with respect to (A) general corporate matters, the enforceability validity of the Supplemental Pooling Agreement Notes, the security interest of the Issuer and the Offered CertificatesTrustee, respectively, in the Receivables Trust Estate, the security interest of the Receivables Trust Indenture Act in the Trust Estate, (B) certain United States federal income tax matters contained in the Preliminary Offering Memorandum and the Offering Memorandum, (B) certain matters relating to the treatment of 1939the transfer of Receivables by the Seller and the Depositor; and (C) to the effect that a bankruptcy court would not disregard the separate legal existence of the Issuer, the Depositor or the Receivables Trust and require the substantive consolidation of the assets and liabilities of the Issuer, the Depositor or the Receivables Trust, on the one hand, with those of the Seller or Conn Appliances, on the other hand, in a bankruptcy proceeding involving the Seller or Conn Appliances, and securities law matters (ii) one or more negative assurance letters with respect to the Offered CertificatesPreliminary Offering Memorandum and the Offering Memorandum in form and substance reasonably satisfactory to the Initial Purchaser dated the Closing Date.
(ke) The Initial Purchaser You shall have received an opinion from Cxxxxxx & Cxxxxx addressed to you and the Depositor of K&L Gates, LLP, counsel for to the Trustee, dated the Issuance Closing Date and addressed to the Initial Purchaser, with respect to general corporate matters, enforceability of the Related Documents to which the Trustee is a party, due authentication and delivery of the Offered Certificates and such other matters as the Initial Purchaser shall request, reasonably satisfactory in form and substance satisfactory to the Initial Purchaser you and its your counsel.
(lf) The Initial Purchaser You shall have received a certificate or certificatesan opinion addressed to you and the Depositor of counsel to the Back-Up Servicer, dated the Issuance DateClosing Date and reasonably satisfactory in form and substance to you and your counsel.
(g) You shall have received an opinion addressed to you and the Depositor of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Receivables Trust Trustee and special Delaware counsel to the Depositor, the Issuer and the Receivables Trust, dated the Closing Date and reasonably satisfactory in form and substance to you and your counsel, including with respect to certain matters under Delaware law with respect to the Depositor, the Issuer and the Receivables Trust and the authority of the Depositor and the Issuer to file a vice president or more senior officer voluntary bankruptcy petition.
(h) You shall have received certificates dated the Closing Date of each authorized officers of the Depositor, Conn Appliances and the Seller, FSC and the Servicer in which such officer, to the best of his or her knowledge after reasonable investigation, officers shall state that that: (A) the representations and warranties of made by it in the Seller, FSC other Transaction Documents and the Servicer, as applicable, contained in this Agreement are true and correct in all material respects on and as of the Issuance Datecorrect, (B) the Seller, FSC and the Servicer, as applicable, that it has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at under such agreements on or before the Closing Date and (B) since June 30, 2015 there has not occurred any material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Depositor, Conn Appliances, or the Seller, except as disclosed to you in writing prior to the Issuance date of the Preliminary Offering Memorandum.
(i) You shall have received evidence reasonably satisfactory to you that, on or before the Closing Date, UCC-1 financing statements will be submitted for filing in all applicable governmental offices reflecting (A) the transfer of the interest of the Seller in the Receivables to the Depositor pursuant to the First Receivables Purchase Agreement, (B) the transfer of the interest of the Depositor in the Receivables to the Receivables Trust pursuant to the Second Receivables Purchase Agreement, (C) the representations and warranties transfer of the Seller, FSC or interest of the Servicer, as applicable, Depositor in the Related Documents to which it is a party are true in all material respects on the Issuance Date, except Receivables Trust Certificate to the extent such representations Issuer pursuant to the Purchase and warranties relate to an earlier date, Sale Agreement and (D) subsequent the grant by the Issuer to the date as Trustee under the Indenture of which information is given a security interest in the Final Memorandum, and except as set forth or contemplated interest of the Issuer in the Final Memorandum Receivables Trust Estate.
(j) You shall have received evidence reasonably satisfactory to you that, on or such certificatebefore the Closing Date, there has UCC-3 financing statements have been no material adverse change or will be submitted for filing in all applicable governmental offices reflecting the condition release from any applicable liens of the Receivables in form and substance reasonably satisfactory to you and your counsel.
(financial or otherwisek) You shall have received, from each of the Depositor, Conn Appliances and the Seller, FSC a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) organizational documents, (ii) certificates of good standing, (iii) applicable resolutions and (iv) incumbency certifications for the Servicer, as applicable, or any of their respective subsidiariesrelated entity.
(ml) The Initial Purchaser You shall have received a letter of Ernst one or more negative assurance letters from Xxxxxx, Xxxxx & Young addressed Xxxxxxx LLP with respect to the Seller Preliminary Offering Memorandum and the Initial Purchaser regarding the Receivables, substantially in the form heretofore agreed to and otherwise Offering Memorandum in form and in substance reasonably satisfactory to the Initial Purchaser and its counselPurchaser.
(n) The Initial Purchaser shall have received letters from each of the Rating Agencies stating that (i) the Class A Certificates have received a rating of “AAA” and “Aaa” by Standard & Poor’s and Moody's, respectively, (ii) the Class M Certificates have received a rating of “AA” and “Aa2” by Standard & Poor’s and Moody’s respectively, (iii) the Class B Certificates have received a rating of “A” and “A2” by Standard and Poor’s and Moody’s, respectively, (iv) the Class C Certificates have received a rating of “Baa2” by Moody’s, and (v) the rating of any certificates of any other Series issued by the Trust will not be withdrawn or reduced as a result of the issuance of the Certificates.
Appears in 1 contract
Samples: Note Purchase Agreement (Conns Inc)
