Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a);
(b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder;
(c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied;
(d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date;
(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment;
(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment;
(iv) the Termination Date has not occurred; and
(v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Administrative Agent and each Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a);
(b) the Master Servicer shall have delivered to the Administrative Agent and each Purchaser all Monthly Reports and Weekly Reports required to be delivered hereunder;
(c) the conditions precedent to such Investment specified in Section 2.01(a)(i) through (iii), shall be satisfied;
(d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment;
(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; and
(iv) the Termination Date has not occurred.
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a);
Conditions Precedent to All Investments. Each Investment hereunder on or after the Restatement Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Agent a Seller Notice for such Investment, in accordance with Section 2.02(a);
(b) the Servicer (or the Administrator on its behalf) shall have delivered to the Agent all Monthly Reports and Daily Reports required to be delivered hereunder;
(c) the conditions precedent to such Investment specified in Section 2.01(a)(i) through (iii), shall be satisfied; and
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Administrative Agent and each Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a);
(b) the Master Servicer shall have delivered to the Administrative Agent and each Purchaser all Monthly Reports and Weekly Reports required to be delivered hereunder;
(c) the conditions precedent to such Investment specified in Section 2.01(a)(i) through (iii), shall be satisfied;
(d) the most recently delivered Weekly Report (if any) does not show that a Capital Coverage Deficit will result from such Investment; and
(e) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
(i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date;
(ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; 758444419 21691544 54
(iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; and
(iv) the Termination Date has not occurred.
Conditions Precedent to All Investments. Investor shall not be required to fund any Investment to the Litigation Trust, unless the following conditions are satisfied (or waived by Investor):
(a) No Default or Event of Default exists at the time of, or would result from, such funding, issuance or grant;
(b) The representations and warranties of the Litigation Trust in the Investment Facility Documents are true and correct on and as of such date as though made on and as of the date of such Investment Request and on and as of the date for the making of such proposed Investment (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date);
(c) All fees, expenses and other amounts required to be paid hereunder by the Litigation Trustee to the Investor shall have been paid or will be paid with the proceeds of such Investment;
(d) The making of the Investment shall not contravene any law, rule, or regulation;
(e) To the extent required hereunder, an Investment Request has been delivered on a timely basis to the Investor in respect of the requested Investments; and
(f) No dispositive ruling that is adverse to the Litigation Trust has been entered on the merits in any adversary proceeding in which any of the Litigation Claims is being prosecuted.
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Agent a Seller Notice for such Investment, in accordance with Section 2.02(a);
(b) the Servicer (or the Administrator on its behalf) shall have delivered to the Agent all Monthly Reports and Daily Reports required to be delivered hereunder;
(c) the conditions precedent to such Investment specified in Section 2.01(i) through (iii), shall be satisfied; and
(d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) prior to the first Investment made hereunder:
(i) the Field Exam shall have been completed, and the Administrative Agent shall have received Xxxxxx Group LLC’s draft of the report (the “Field Exam Report”) of findings made during the Field Exam, which report shall be in form and substance acceptable to the Administrative Agent;
(ii) the Administrative Agent shall have received from the Servicer a report (the “Historical A/R Report”) of the Receivables’ historical data (including with respect to origination, servicing, collection, dilution, default, loss, tenor, obligor-concentration and similar data relevant to the Monthly Reports to be delivered hereunder and the formulation and calculation of Total Reserves, the pool performance triggers described in clause (iii) below and all components of the foregoing), in form and substance acceptable to the Administrative Agent;
(iii) following the satisfaction of preceding sub-clauses (i) and (ii) this Agreement shall have been amended as requested by the Administrative Agent in its sole discretion based on the Field Exam, the Field Exam Report and the Historical A/R Report with respect thereto, which amendment (x) the parties hereto anticipate (as of the Closing Date) will, among other things, (A) add Receivables Pool performance-based Events of Default to Section 9.01 triggered by the three-Fiscal Month rolling average Default Ratio, Delinquency Ratio and Dilution Ratio and by Days’ Sales Outstanding for any Fiscal Month, in each case, with trigger-levels to be specified by the Administrative Agent and sufficient for each Purchaser to obtain or comply with the terms of its internal credit approvals, (B) include new defined terms or adjust various defined terms, including the definitions of Receivables, Eligible Receivables, Days’ Sales Outstanding, Default Ratio, Delinquency Ratio, Dilution Ratio, Excess Concentration, Event of Default and Total Reserves (along with any defined term(s) constituting a component of any of the foregoing), and (C) add forms of Pool Reports as Exhibit E-1, E-2 and E-3 hereto, and (y) shall be in form and substance reasonably acceptable to the Administrative Agent and each Purchaser;
(iv) the Seller shall have delivered to the Administrative Agent a Monthly Report with data reported therein as of the end of the most recently-ended Fiscal Month, in form and substance reasonably ...
Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that:
(a) the Seller shall have delivered to the Administrative Agent and each Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a);
(b) the Servicers shall have delivered to the Administrative Agent and each Purchaser all Pool Reports required to be delivered hereunder;
(c) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, each SPV Entity and the Servicers shall be deemed to have represented and warranted that such statements are then true and correct):
Conditions Precedent to All Investments. Each initial Investment, Incremental Investment and Reinvestment shall be subject to the further conditions precedent that (a) the Servicer shall have delivered to the Administrative Agent and the Liberty Street AdministratorAdministrators on or prior to the date of such Investment, in form satisfactory to the Administrative Agent, all Settlement Reports as and when due under Section 6.6; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request, it being understood that no such opinions shall be requested unless there has been a change in law or circumstance; and (d) on the applicable Investment Date, the following statements shall be true (and acceptance of the proceeds of such Investment shall be deemed a representation and warranty by the Seller that such statements are then true):
