Common use of Conditions Precedent to All Transfers Clause in Contracts

Conditions Precedent to All Transfers. The Transferee's obligation to pay for any Transfer (including the initial Transfer) hereunder shall be subject to the further conditions precedent that: (a) the Transferor shall have delivered to the Transferee such information concerning the Transferred Assets as may reasonably be requested by the Transferee; and (b) on the date of (and after giving effect to) such Transfer the following statements shall be true (and the Transferor, by accepting the Transfer Price for such Transfer, shall be deemed to have represented and warranted that): (i) the warranties contained in Section 4.01 are correct on and as of the date of such Transfer as though made on and as of such date (except that the representations and warranties set forth in Sections 4.01(e) and (f) shall be required to be true and correct only as of the Closing Date and each Reporting Date); (ii) no event has occurred and is continuing, or would result from such Purchase, that constitutes a Termination Event or an Involuntary Bankruptcy Event; and (iii) the Termination Date shall not have occurred. Notwithstanding the foregoing, unless otherwise specified by the Transferee (with a copy to the Administrative Agent) in a written notice to the Transferor, each Transfer shall occur automatically on each day prior to the Termination Date, with the result that the title to all Transferred Assets (other than the Credit Default Swaps and the Account Collateral) shall vest in the Transferee automatically on each Transfer Date and without any further action of any kind by the Transferee or the Transferor, whether or not the conditions precedent specified above were in fact satisfied on such date and notwithstanding any failure to pay the Transfer Price for such Transferred Assets.