Common use of Conditions of Unaffiliated Seller's Obligations Clause in Contracts

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" to the Notes and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" to the Notes. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (v) an opinion of counsel for the Note Insurer in form and substance acceptable to the Unaffiliated Seller and its counsel; (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (vii) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" Aaa to the Notes Class A Certificates and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" AAA to the NotesClass A Certificates. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Owner Trustee Certificate Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel; (v) an opinion of counsel for the Note Insurer in form and substance acceptable to the Unaffiliated Seller and its counsel; (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (viivi) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" to the Notes Class A Certificates and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" to the NotesClass A Certificates. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Owner Trustee Certificate Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel; (v) an opinion of counsel for the Note Insurer in form and substance acceptable to the Unaffiliated Seller and its counsel; (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (viivi) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" to the Notes , a copy of a letter from DCR to the Depositor to the effect that it has assigned a rating of "AAA" to the Notes and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" to the Notes. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (v) an opinion of counsel for the Note Insurer in form and substance acceptable to the Unaffiliated Seller and its counsel; (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (vii) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement each of the Assignment and Recognition Agreements, the Sale Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x Moody's to the Depositor to the effect that it has assigned a rating of ratings xx "AaaXxa," "A2" and "Baa3" to the Notes Class A, Class M and Class B Certificates, xxxxxxxively, a copy of a letter from Fitch to the Depositor to the effect that it has assigned ratings of "AAA," "A" and "BBB-" to the Class A, Class M and Class B Certificates, respectively, and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating ratings of "AAA," "A" and "BBB-" to the NotesClass A, Class M and Class B Certificates, respectively,. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Owner Trustee Class A Certificate Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel;. (v) an opinion of the counsel for the Note Insurer Depositor as to securities and tax matters in form and substance acceptable to the Unaffiliated Seller and its counsel;; and (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (vii) an opinion of the counsel for the Depositor as to true sale mattersmatters in form and substance acceptable to the Class A Certificate Insurer and its counsel. (c) All legal opinion letters and accountant's comfort letters delivered in connection with the transactions contemplated by this Agreement and the other agreements referred to herein shall be addressed to the Unaffiliated Seller and shall be in form and substance satisfactory to the Unaffiliated Seller. (d) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" to the Class A Notes and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" to the Class A Notes. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Owner Trustee Note Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel;. (v) an opinion of the counsel for the Note Insurer Depositor as to securities and tax matters in form and substance acceptable to the Unaffiliated Seller Note Insurer and its counsel;; and (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (vii) an opinion of the counsel for the Depositor as to true sale mattersmatters in form and substance acceptable to the Note Insurer and its counsel. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Xxxxx'x Moody's to the Depositor to the effect that it has assigned a rating of "Aaa" Aaa to the Notes Class A Certificates and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" AAA to the NotesClass A Certificates. (iii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Owner Trustee Certificate Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel; (v) an opinion of counsel for the Note Insurer in form and substance acceptable to the Unaffiliated Seller and its counsel; (vi) an opinion of the counsel for the Depositor as to securities and tax matters; and (viivi) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.

Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) this Agreement and the Sale Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and; (ii) a copy of a letter from Xxxxx'x to the Depositor to the effect that it has assigned a rating of "Aaa" to the Notes Class A and a copy of Class A-IO Certificates; (iii) a letter from S&P to the Depositor to the effect that it has assigned a rating of "AAA" to the Notes.Class A and Class A-IO Certificates and "AA" to the Class M Certificates; (iiiiv) a letter from Fitch to the effect that it has assigned a rating of "AAA" to the Class A and Class A-IO Certificates and "AA" to the Class M Certificates; (v) an opinion or opinions of the counsel for the Originators and the Unaffiliated Seller as to corporate securities, true sale and 10b-5 matters; (vi) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (ivvii) an opinion of counsel for the Owner Trustee Certificate Insurer, in form and substance acceptable to the Unaffiliated Seller and Seller, its counsel;, Xxxxx'x, S&P and Fitch; and (vviii) an opinion of counsel for the Note Insurer Depositor, in form and substance acceptable to the Unaffiliated Seller and Seller, its counsel; (vi) an opinion of the counsel for the Depositor as to securities , Xxxxx'x, S&P and tax matters; and (vii) an opinion of the counsel for the Depositor as to true sale mattersFitch. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request.