Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement. (b) On the applicable Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date; (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both; (iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and (iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds. (c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request. (d) Such other approvals, opinions or documents as the Purchaser may reasonably request. (e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types. (f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein. (g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme. (h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee. (i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder. (j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme). (k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme. (l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied. (m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test. (n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents: (i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions. (ii) Certified copies of all documents evidencing necessary corporate approvals. (iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller. (iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably. (v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement. (vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (viii) Such other approvals, opinions or documents as the Purchaser may reasonably request. (o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement. (p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Conditions Precedent to All Purchases. Each purchase by The obligation of the ------------------------------------- Purchaser under this Agreement of Loans and the Related Security to pay for each Receivable on each Purchase Date (including the initial purchase of Loans and the Related SecurityClosing Date) shall be subject to the further conditions precedent that, as (any one of which can be waived by the case may be, the following shall have occurred or Purchaser) that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonablyPurchase Date:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the following statements shall be true (and the acceptance by the Originator of the Aggregate Purchase Price payable by the Purchaser to the Seller for any Receivables on the date of such purchase any Purchase Date shall be deemed constitute a representation and warranty by the Seller Originator that on such Purchase Date such statements are then true):
(i) the representations and warranties of the Originator contained in Sections 4.1 and 4.2 are true and shall be correct on and as of the date of such purchase Purchase Date ------------ --- as though made on and as of such date;; and
(ii) no event has Purchase Termination Event or Incipient Purchase Termination Event shall have occurred and is be continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iiib) the Originator shall have clearly and unambiguously marked its accounting records evidencing the Receivables being purchased hereunder on such Purchase Date with a legend stating that such Receivables have been sold to the Purchaser in accordance with this Agreement;
(c) no event has material change shall have occurred after the Closing Date with respect to the Originator's systems, computer programs, related materials, computer tapes, disks and is continuingcassettes, or would result from such procedures and record keeping relating to and required for the collection of the Receivables by the Originator which makes them not sufficient and satisfactory in order to permit the purchase, that constitutes an Issuer Event administration and collection of Default or Guarantor Event the Receivables by the Purchaser in accordance with the terms and intent of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or boththis Agreement; and
(ivd) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon shall have received such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Conditions Precedent to All Purchases. Each purchase by NoNeither the Swing Line Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) nor any Committed Purchaser shall be subject obligated to the further conditions precedent thatpurchase Transferred Receivables hereunder on any Purchase Date if, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase Notice in accordance with Section 2.2(a) of Transferred Receivables on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement.;
(b) On any event shall have occurred, or would result from the applicable Purchase of Transferred Receivables on such Purchase Date or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination;
(c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein or in any Related Document;
(d) the Facility Termination Date shall have occurred;
(e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist;
(f) any Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of information, approvals, consents, opinions, documents and instruments to the PurchasersPurchaser Agents and the Administrative Agent, as (i) any Purchaser Agent or the Administrative Agent may reasonably request or a(ii) any Rating Agency may request; or
(g) the Administrative Agent or any Purchaser Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Seller of a Purchase Request and the acceptance by the Seller of the purchase price for any Transferred Receivables on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained conditions in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by this Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has 3.02 have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Corp)
Conditions Precedent to All Purchases. Each Buyer's obligation to purchase by Receivables coming into existence after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:Initial Cutoff Date shall
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this the Facility Termination Date shall not have occurred under the Credit and Security Agreement.
; (b) On Buyer (and the applicable Purchase DateAgent, as its assignee) shall have received such other approvals, opinions or documents as it may reasonably request and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date proceeds of any payment for such purchase Receivable shall be deemed a representation and warranty by the Seller NSI Georgia that such statements are then true):
(i) the representations and warranties contained set forth in Sections 4.1 and 4.2 Article II are true and correct in all material respects on and as of the date of such purchase Receivable came into existence as though made on and as of such date;; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold; and
(ii) no event has occurred and is continuing, or would result from such purchase, continuing that constitutes a Servicer Event of Default or that would will constitute a Servicer Termination Event of Default but for or an Unmatured Termination Event. Notwithstanding the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuingforegoing conditions precedent, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice upon payment of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security Price for any Shared Security in respect Receivable (whether by payment of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreementcash, and (ii) such number of executed separate registrable powers of attorney substantially through an increase in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated amounts outstanding under the Programme.
(h) If it has not already done soSubordinated Note, the relevant New Seller accedes by offset of amounts owed to the terms Buyer and/or by offset of this Agreementcapital contributions), the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with title to such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser Receivable and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer's obligation to purchase such Receivable were in fact satisfied. The failure of NSI Georgia to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct NSI Georgia to pay to Buyer an amount equal to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement Purchase Price payment that shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation made with respect to the New Seller issued by the Office of the Superintendent of Financial Institutionsany Receivables related thereto.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (National Service Industries Inc)
Conditions Precedent to All Purchases. Each purchase by the No Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject obligated to the further conditions precedent thatpurchase Transferred Receivables hereunder on any Purchase Date if, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase Notice in accordance with Section 2.2(a) of Transferred Receivables on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement.;
(b) On any event shall have occurred, or would result from the applicable Purchase of Transferred Receivables on such Purchase Date or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination;
(c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein or in any Related Document;
(d) the Facility Termination Date shall have occurred;
(e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist;
(f) any Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of information, approvals, consents, opinions, documents and instruments to the Purchasers and the Administrative Agent, as any Purchaser or the Administrative Agent may reasonably request or a Rating Agency may request; or
(g) the Administrative Agent shall have determined that any event or condition has occurred that has had, or could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Seller of a Purchase Request and the acceptance by the Seller of the purchase price for any Transferred Receivables on any Purchase Date shall be deemed to constitute, as of any such Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained conditions in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by this Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has 3.02 have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Synnex Information Technologies Inc)
Conditions Precedent to All Purchases. Each purchase by Purchase to take place on a Purchase Date on or after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) Restatement Date hereunder shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the The following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true)::
(i) the The representations and warranties of the Seller contained in Sections 4.1 and 4.2 are shall be true and correct on and as of such Purchase Date in all material respects, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date);
(ii) no The Seller is in compliance in all respects with each of its covenants and other agreements set forth herein;
(iii) No Seller Termination Event (or event has which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or bothPurchase;
(iiiiv) no event The Facility Maturity Date has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or bothnot yet occurred; and
(ivv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Purchasermaking of any such Purchase by the Purchaser in accordance with the provisions hereof.
(b) The Purchaser shall have received a duly executed and completed First Tier Loan Assignment along with a Schedule I that is true, on the advice accurate and complete in all respects as of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bondsrelated Cut-Off Date.
(c) An executed The Seller Assignment in respect shall have delivered to the Collateral Custodian on behalf of the Purchased Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets to be sold to related thereto being acquired by the Purchaser on within five Business Days of the applicable related Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser may reasonably request.
(e) If the sale of New Loans Sale Portfolio being Purchased on the relevant such Purchase Date includes and, upon the sale Sale of New such Sale Portfolio Asset Types from the Seller to the PurchaserPurchaser pursuant to the terms hereof, the Rating Agency Condition has been satisfied Purchaser will have acquired good and marketable title to (subject to Section 10.20) and a valid and perfected ownership interest in such Sale Portfolio, free and clear of any Xxxx, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the purchase same under the applicable Loan Agreement inure to the benefit of the holder of such New Portfolio Loan Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller subject to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such rights of any applicable agent or other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programmelenders).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security Purchase (including the initial purchase of Loans and the Related SecurityPurchase) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Purchaser, in form and substance satisfactory to the Purchaser, a completed Purchase Notice in accordance with Seller Report for the most recently ended reporting period for which information is required pursuant to Section 2.2(a6.02(b) of this Agreement.and containing such additional information as may reasonably be requested by the Purchaser;
(b) On the applicable Seller shall have marked its master data processing records and all other relevant records evidencing all Transferred Receivables and all other relevant records evidencing the Transferred Receivables which are the subject of such Purchase Datewith a legend, acceptable to the Purchaser, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold or contributed in accordance with this Agreement;
(c) on the date of such Purchase the following statements shall be true (and acceptance of the Aggregate Purchase Price payable Seller, by accepting the Purchaser to the Seller on the date amount of such purchase Purchase, shall be deemed a representation and warranty by the Seller that such statements are then trueto have certified that):
(i) the representations and warranties contained in Sections 4.1 and 4.2 Section 4.01 are true and correct on and as of the date of such purchase Purchase as though made on and as of such date;,
(ii) no event has occurred and is continuing, or would result from such purchasePurchase, that constitutes a Servicer an Event of Default Termination or that would constitute a Servicer an Incipient Event of Default but for the requirement that notice be given or time elapse or both;Termination and
(iii) no event has occurred and is continuing, the Purchaser shall not have delivered to the Seller a notice fixing the Facility Termination Date on or would result from prior to the date of such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or bothPurchase; and
(ivd) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon shall have received such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (North Atlantic Energy Corp /Nh)
Conditions Precedent to All Purchases. Each NSI Georgia's obligation to purchase by the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) any Receivable shall be subject to the further conditions precedent that: (a) NSI Georgia (and the SPE and the Agent, as the case may be, the following shall have occurred or that the Purchaser its assignees) shall have received on such additional approvals, opinions or before the date of such purchase (except documents as otherwise noted) the following, each in form it may reasonably request and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On on the applicable Purchase Datedate such Receivable came into existence, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date proceeds of any payment for such purchase Receivable shall be deemed a representation and warranty by the Seller NSI Enterprises that such statements are then true):
(i) the representations and warranties contained set forth in Sections 4.1 and 4.2 Article II are true and correct in all material respects on and as of the date of such purchase Receivable came into existence as though made on and as of such date;; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold; and
(ii) no event has occurred and is continuing, or would result from such purchase, continuing that constitutes a Servicer Event of Default or that would will constitute a Servicer Termination Event of Default but for or an Unmatured Termination Event. Notwithstanding the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuingforegoing conditions precedent, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice upon payment of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security Price for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon Receivable, title to such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser Receivable and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar Collections with respect thereto shall vest in NSI Georgia, whether or not the conditions precedent to NSI Georgia's obligation to purchase such Receivable were in fact satisfied. The failure of NSI Enterprises to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of NSI Georgia to rescind the related purchase and direct NSI Enterprises to pay to NSI Georgia an amount equal to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement Purchase Price payment that shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation made with respect to the New Seller issued by the Office of the Superintendent of Financial Institutionsany Receivables related thereto.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Sale Agreement (National Service Industries Inc)
Conditions Precedent to All Purchases. Each Buyer’s obligation to purchase by Receivables after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) Restatement Effective Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (and the Agent, as the case may be, the following shall have occurred or that the Purchaser its assignee) shall have received such other approvals, opinions or documents as it may reasonably request and (c) on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase DateReceivable came into existence, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date proceeds of any payment for such purchase Receivable shall be deemed a representation and warranty by the Seller ALG that such statements are then true):
(i) the representations and warranties contained set forth in Sections 4.1 and 4.2 Article II are true and correct in all material respects on and as of the date of such purchase Receivable came into existence as though made on and as of such date;; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold; and
(ii) no event has occurred and is continuing, or would result from such purchase, continuing that constitutes a Servicer Event of Default or that would will constitute a Servicer Termination Event of Default but for or an Unmatured Termination Event. Notwithstanding the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuingforegoing conditions precedent, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice upon payment of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security Price for any Shared Security in respect Receivable (whether by payment of those Purchased Loans which will constitute Guarantor Purchased Loans upon cash and/or by offset of capital contributions), title to such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser Receivable and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to purchase such Receivable were in fact satisfied. The failure of ALG to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct ALG to pay to Buyer an amount equal to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement Purchase Price payment that shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation made with respect to the New Seller issued by the Office of the Superintendent of Financial Institutionsany Receivables related thereto.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Conditions Precedent to All Purchases. Each The Purchaser shall not be obligated to purchase Transferred Receivables hereunder on any Purchase Date if, as of the date thereof: (a) any representation or warranty of the Seller or the Servicer contained herein or in any of the other Related Documents shall be untrue or incorrect as of such date, either before or after giving effect to the Purchase of Transferred Receivables on such date and to the application of the proceeds therefrom, except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted by this Agreement; (b) any event shall have occurred, or would result from the Purchase of Transferred Receivables on such Purchase Date or from the application of the proceeds therefrom, that constitutes an Incipient Termination Event, a Termination Event, an Incipient Servicer Termination Event or an Event of Servicer Termination; (c) the Seller shall not be in compliance with any of its covenants or other agreements set forth herein; (d) the Facility Termination Date shall have occurred; (e) either before or after giving effect to such Purchase and to the application of the proceeds therefrom, a Purchase Excess would exist; (f) any Originator, the Seller or the Servicer shall fail to have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent thatOperating Agent, as the case Purchaser or the Operating Agent may be, reasonably request or a Rating Agency may request; or (g) the following Operating Agent or the Collateral Agent shall have determined that any event or condition has occurred that has had, or that could reasonably be expected to have or result in, a Material Adverse Effect. The delivery by the Purchaser Seller of a Purchase Request and the acceptance by the Seller of the purchase price for any Transferred Receivables on any Purchase Date shall have received on or before the date be deemed to constitute, as of any such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained conditions in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by this Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has 3.02 have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.ARTICLE IV
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Cone Mills Corp)
Conditions Precedent to All Purchases. Each purchase by Purchase to take place on a Purchase Date on or after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) Restatement Date hereunder shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the The following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true)::
(i) the The representations and warranties of the Seller contained in Sections 4.1 and 4.2 are shall be true and correct on and as of such Purchase Date in all material respects, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date);
(ii) no The Seller is in compliance in all respects with each of its covenants and other agreements set forth herein;
(iii) No Seller Termination Event (or event has which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or bothPurchase;
(iiiiv) no event The Facility Maturity Date has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or bothnot yet occurred; and
(ivv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Purchasermaking of any such Purchase by the Purchaser in accordance with the provisions hereof.
(b) The Purchaser shall have received a duly executed and completed First Tier Loan Assignment along with a Schedule I that is true, on the advice accurate and complete in all respects as of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bondsrelated Cut-Off Date.
(c) An executed The Seller Assignment shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date.
(d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, upon the Sale of such Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and marketable title to (subject to Section 10.20) and a valid and perfected ownership interest in such Sale Portfolio, free and clear of any Xxxx, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the Purchased Portfolio Assets same under the applicable Loan Agreement inure to be sold the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).
(e) The Seller shall have received a copy of an Approval Notice executed by the Agent evidencing the approval of the Agent, in its sole and absolute discretion of the Sale to the Purchaser of the Eligible Loan Assets identified on Schedule I to the applicable First Tier Loan Assignment on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel Secretary or the Corporate an Assistant Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario and British Columbia on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario and British Columbia on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser Guarantor comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets Loans and their Related Security previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets Loans and their Related Security previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel Secretary or the Corporate an Assistant Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Mortgage Sale Agreement
Conditions Precedent to All Purchases. and Reinvestments Each purchase by the Purchaser under this Agreement of Loans and the Related Security Purchase (including the initial purchase of Loans Purchase) hereunder and the Related Security) right of the Collection Agent to reinvest in Pool Receivables those Collections attributable to the Purchased Interest pursuant to Section 2.5 or 2.6 shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A with respect to any such Purchase, on or prior to the date of such Purchase, the Collection Agent shall have delivered to the Facility Agent, in form and substance satisfactory to the Facility Agent and each Agent, a completed Purchase Notice in accordance Purchaser Report, dated as of the last day of the week immediately preceding the date of such Purchase, together with Section 2.2(a) of this Agreement.such additional information as may be reasonably requested by the Facility Agent;
(b) On on the applicable date of such Purchase Date, or reinvestment the following statements shall be true (and the acceptance by the Seller of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date proceeds of such purchase Purchase or reinvestment shall be deemed constitute a representation and warranty by the Seller that on the date of such Purchase or reinvestment such statements are then true):
(i) the The representations and warranties contained in Sections 4.1 and 4.2 6.10 of this Agreement are true and correct in all material respects on and as of the date of such purchase Purchase or reinvestment, before and after giving effect to such Purchase or reinvestment and to the application of the proceeds therefrom, as though made on and as of such date except to the extent that they expressly relate to a date prior to such date;,
(ii) no No event has occurred and is continuing, or would result from such purchasePurchase or reinvestment or from the application of the proceeds therefrom, that which constitutes a Servicer an Event of Default Investment Ineligibility or that would constitute a Servicer an Event of Default Investment Ineligibility but for the requirement that notice be given or time elapse or both;, and
(iii) The Facility Agent shall not have delivered to the Seller a notice that Purchaser shall not make any further Purchases hereunder and/or that the Collection Agent shall not reinvest in any Pool Receivables on behalf of Purchaser as a result of Purchaser's institutional decision to no event has occurred longer purchase assets such as the Receivables and is continuing, none of the following have occurred: (1) the Seller or would result any of its Affiliates shall have entered into an agreement to finance or sell Receivables; (2) 120 days shall have elapsed from the giving of such purchase, that constitutes an Issuer Event of Default notice by the Facility Agent; or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both(3) a Termination Date; and
(ivc) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon Facility Agent shall have received such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser Facility Agent may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Usa Finance Inc)
Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security (including The Purchase to take place on the initial purchase of Loans Purchase Date and the Related Security) each Purchase to take place on a subsequent Purchase Date hereunder shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the The following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true)::
(i) the The representations and warranties of the Seller contained in Sections 4.1 and 4.2 are shall be true and correct on and as of such Purchase Date in all material respects, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date);
(ii) no The Seller is in compliance in all respects with each of its covenants and other agreements set forth herein;
(iii) No Seller Termination Event (or event has which, with the passage of time or the giving of notice, or both, would constitute a Seller Termination Event) shall have occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or bothPurchase;
(iiiiv) no event The Facility Maturity Date has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or bothnot yet occurred; and
(ivv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Purchasermaking of any such Purchase by the Purchaser in accordance with the provisions hereof.
(b) The Purchaser shall have received a duly executed and completed Loan Assignment along with a Schedule I that is true, on the advice accurate and complete in all respects as of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bondsrelated Cut-Off Date.
(c) An executed The Seller Assignment shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date.
(d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, upon the Sale of such Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and marketable title to and a valid and perfected ownership interest in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the Purchased Portfolio Assets same under the applicable Loan Agreement inure to be sold the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).
(e) The Seller shall have received a copy of an Approval Notice executed by the Administrative Agent evidencing the approval of the Administrative Agent, in its sole and absolute discretion of the Sale to the Purchaser of the Eligible Loan Assets identified on Schedule I to the applicable Loan Assignment on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
Appears in 1 contract
Conditions Precedent to All Purchases. Each Buyer’s obligation to purchase by Receivables after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) Effective Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Credit and Security Agreement; (b) Buyer (and the Agent, as the case may be, the following shall have occurred or that the Purchaser its assignee) shall have received such other approvals, opinions or documents as it may reasonably request and (c) on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase DateReceivable came into existence, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date proceeds of any payment for such purchase Receivable shall be deemed a representation and warranty by the Seller ASP that such statements are then true):
(i) the representations and warranties contained set forth in Sections 4.1 and 4.2 Article II are true and correct in all material respects on and as of the date of such purchase Receivable came into existence as though made on and as of such date;; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold; and
(ii) no event has occurred and is continuing, or would result from such purchase, continuing that constitutes a Servicer Event of Default or that would will constitute a Servicer Termination Event of Default but for or an Unmatured Termination Event. Notwithstanding the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuingforegoing conditions precedent, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice upon payment of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security Price for any Shared Security in respect Receivable (whether by payment of those Purchased Loans which will constitute Guarantor Purchased Loans upon cash or capital contributions), title to such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser Receivable and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to purchase such Receivable were in fact satisfied. The failure of ASP to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct ASP to pay to Buyer an amount equal to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement Purchase Price payment that shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has have been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation made with respect to the New Seller issued by the Office of the Superintendent of Financial Institutionsany Receivables related thereto.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
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Samples: Receivables Sale and Contribution Agreement (Acuity Brands Inc)
Conditions Precedent to All Purchases. Each purchase by Purchase to take place on a Purchase Date on or after the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) Restatement Date hereunder shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the The following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true)::
(i) the The representations and warranties of the Seller contained in Sections 4.1 and 4.2 are shall be true and correct on and as of such Purchase Date in all material respects, before and after giving effect to the date Purchase to take place on such Purchase Date and to the application of such purchase proceeds therefrom, as though made on and as of such date (other than any representation and warranty that is made as of a specific date);
(ii) no The Seller is in compliance in all respects with each of its covenants and other agreements set forth herein;
(iii) No Seller Termination Event (or event has which, with the passage of time or the giving of notice, or both would constitute a Seller Termination Event) shall have occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or bothPurchase;
(iiiiv) no event The Facility Maturity Date has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or bothnot yet occurred; and
(ivv) No Applicable Law shall prohibit or enjoin, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the Purchasermaking of any such Purchase by the Purchaser in accordance with the provisions hereof.
(b) The Purchaser shall have received a duly executed and completed First Tier Loan Assignment along with a Schedule I that is true, on the advice accurate and complete in all respects as of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bondsrelated Cut-Off Date.
(c) An executed The Seller Assignment shall have delivered to the Collateral Custodian on behalf of the Purchaser and any assignee thereof each item required to be contained in the Required Loan Documents and the Loan Asset Checklist of any of the Eligible Loan Assets or Portfolio Assets related thereto being acquired by the Purchaser within five Business Days of the related Purchase Date.
(d) The Seller shall have taken all steps necessary under all Applicable Law in order to Sell to the Purchaser the Sale Portfolio being Purchased on such Purchase Date and, upon the Sale of such Sale Portfolio from the Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired good and marketable title to (subject to Section 10.20) and a valid and perfected ownership interest in such Sale Portfolio, free and clear of any Lien, security interest, charge or encumbrance (other than Permitted Liens); provided that if such item of Sale Portfolio contains a restriction of transferability, the applicable Loan Agreement provides that any consents necessary for future assignments shall not be unreasonably withheld by the applicable Obligor and/or agent, and the rights to enforce rights and remedies in respect of the Purchased Portfolio Assets same under the applicable Loan Agreement inure to be sold the benefit of the holder of such Loan Asset (subject to the rights of any applicable agent or other lenders).
(e) The Seller shall have received a copy of an Approval Notice executed by the Agent evidencing the approval of the Agent, in its sole and absolute discretion of the Sale to the Purchaser of the Eligible Loan Assets identified on Schedule I to the applicable First Tier Loan Assignment on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans on the relevant Purchase Date includes the sale of New Portfolio Asset Types to the Purchaser, the Rating Agency Condition has been satisfied in respect of the purchase of such New Portfolio Asset Types.
(f) Any New Loans and their Related Security sold by a New Seller to the Purchaser comply with the Eligibility Criteria set out herein.
(g) Each New Seller accedes to the Dealership Agreement(s) and enters into such other documents as may be required by the Bond Trustee and/or the Purchaser (acting reasonably) to give effect to the addition of a New Seller to the transactions contemplated under the Programme.
(h) If it has not already done so, the relevant New Seller accedes to the terms of this Agreement, the Custodial Agreement, the Master Definitions and Construction Agreement and, if applicable, the Security Sharing Agreement (in each case with such subsequent amendments as may be agreed by the parties thereto) so that it has in relation to those New Loans and their Related Security to be sold to the Purchaser substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio hereunder and procures that on the relevant Purchase Date its legal advisers shall provide the Purchaser and the Bond Trustee with legal opinions opining on, amongst other things, the accession of the relevant New Seller to this Agreement in such form as may be reasonably required by the Bond Trustee.
(i) If it has not already done so, the relevant New Seller accedes to the terms of the Guarantor Agreement as a limited partner (with such subsequent amendments as may be agreed between the parties thereto) so that the relevant New Seller has in relation to those New Loans and their Related Security to be sold to the Purchaser, substantially the same rights and obligations as the Original Seller had in relation to those Portfolio Assets previously sold into the Covered Bond Portfolio thereunder.
(j) If the relevant New Seller has not already done so, (i) that New Seller accedes to the terms of the Servicing Agreement (with such subsequent amendments as may be agreed by the parties thereto) or (ii) the New Seller enters into a servicing agreement with the Purchaser and the Bond Trustee which sets out the servicing obligations of the New Seller in relation to the New Loans and their Related Security and which is on terms substantially similar to the terms set out in the Servicing Agreement or otherwise subject to satisfaction of the Rating Agency Condition and in compliance with the CMHC Guide (in the event the New Loans and their Related Security are not purchased on a fully serviced basis, the servicing agreement shall set out fees payable to the Servicer or the New Seller acting as servicer of such New Loans and their Related Security which may be determined on the date of the accession of the New Seller to the Programme).
(k) If it has not already done so, the relevant New Seller accedes to the terms of the Trust Deed and the Security Agreement in such form as may be required by the Purchaser and the Bond Trustee (each acting reasonably) (with such subsequent amendments as may be agreed between the parties thereto respectively) and enters into such other documents in such form as may be required by the Bond Trustee and the Purchaser (each acting reasonably) to give effect to the addition of the relevant New Seller to the transactions contemplated by the Programme.
(l) The Bond Trustee is satisfied that the accession of the relevant New Seller to the Programme would not be materially prejudicial to the Covered Bondholders and the Rating Agency Condition has been satisfied.
(m) The Bond Trustee is satisfied that the accession of any New Seller to the Programme would be without prejudice to the Asset Coverage Test.
(n) On the relevant Purchase Date, if the Seller is a New Seller, the relevant New Seller shall deliver to the Bond Trustee or its representative the following documents:
(i) A certificate of confirmation with respect to the New Seller issued by the Office of the Superintendent of Financial Institutions.
(ii) Certified copies of all documents evidencing necessary corporate approvals.
(iii) A certificate of the General Counsel or the Corporate Secretary of the New Seller certifying the names and true signatures of the officers of the New Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the New Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the New Seller.
(iv) A favourable opinion of legal counsel for the New Seller, in form satisfactory to the Purchaser, acting reasonably.
(v) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the New Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(vi) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the New Seller, together with copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser.
(vii) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(n)(v) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(n)(v) above that name the New Seller as debtor and show no other Adverse Claims on any of the Purchased Loans.
(viii) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(o) To the extent not previously delivered, acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase and pursuant to Article 1642 of the Civil Code in Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Loans contemplated by this Agreement.
(p) Completed PPSA search results, dated within five Canadian Business Days of the date of the applicable Purchase Date, listing the financing statements referred to in Section 3.1(f) and Section 3.2(o) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) and Section 3.2(o) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans or Related Security.
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