Conditions Precedent to Subsequent Payments. The Buyer’s obligation to pay for any Purchased Receivable or accept the contribution of any Contributed Receivable coming into existence after the Initial Cutoff Date shall be subject to the conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; and (b) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each of the Originators that such statements are then true):
(i) the representations and warranties set forth in Article II are true and correct in all material respects on and as of the date such Receivable came into existence as though made on and as of such date (except to the extent such representations and warranties refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and
(ii) no Termination Event is continuing. Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under a Subordinated Note, by offset of amounts owed to the Buyer and/or by offset of capital contributions), title to such Receivable and the other related Receivables Assets shall vest in the Buyer, whether or not the conditions precedent to the Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any of the Originators to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of the Buyer to rescind the related purchase and direct the applicable Originator to pay to the Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay the Originator for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred; (b) Buyer (or the Administrative Agent, as Buyer’s collateral assignee) shall have received such other opinions or documents as it may reasonably request pursuant to Section 6.2 of the Purchase Agreement, and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by the Originator that such statements are then true):
(i) the representations and warranties of the Originator set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and
(ii) no event has occurred and is continuing that will constitute a Termination Event or a Potential Termination Event.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request if such Person reasonably believes there has been a change in law or circumstance that affects the status or characteristics of the Receivables, Related Security or Collections, or the Buyer’ s (and its assignees’) first priority perfected security interest in the Receivables, Related Security and Collections. Originator represents and warrants that the representations and warranties set forth in Article II are true and correct on and as of the date each Receivable came into existence as though made on and as of such date.
Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) 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 proceeds of any payment for such Receivable shall be deemed a representation and warranty by Originator that such statements are then true):
Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it or they may reasonably request pursuant to the terms of Section 6.2 of the Purchase Agreement.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay each Originator for Receivables originated by such Originator after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Termination Date shall not have occurred; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request in writing not less than 5 Business Days prior to such payment, it being understood that any such request shall be made by Buyer (or its assigns) only upon the determination by Buyer (or such assigns) that (i) in the case of an opinion, a change in applicable law or facts has occurred and (ii) in all other cases, that a reasonable risk then exists that an event having a Material Adverse Effect or constituting a Termination Event shall have occurred or could reasonably be expected to occur, and in each of the foregoing cases, the scope of any such requested approvals, opinions or documents shall be limited to providing assurances to Buyer (and its assigns) in relation to such change or event; and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by such Originator that such statements are then true):
(i) the representations and warranties of such Originator set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date; and
(ii) no event has occurred and is continuing that will constitute a Termination Event.
Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay for Transferred Receivables coming into existence after the Initial Funding Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred, (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it or they may reasonably request and (c) on the date of any Purchase, the Transferor shall have provided (1) the Buyer and the Servicer with a supplement the Schedule of Receivables identifying the Transferred Receivables to be transferred on such date and (2) the Servicer with the Receivable Files for each of the Transferred Receivables to be transferred on such date. Transferor’s obligation to sell Transferred Receivables coming into existence after the Initial Funding Date shall be subject to the further conditions precedent that (a) the Termination Date shall not have occurred, and (b) Buyer shall have the ability to and shall pay the purchase price therefor as provided in Article I hereof.
Conditions Precedent to Subsequent Payments. The SPE’s obligation to pay for any Receivable coming into existence after the Initial Cutoff Date shall be subject to the conditions precedent that: (a) the Facility Termination Date shall not have occurred; and (b) on the date such Receivable comes into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by the Originator that such statements by it are then true):
Conditions Precedent to Subsequent Payments. Buyer's obligation to pay for Receivables coming into existence after the Initial Cutoff Date shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request. Each Originator represents and warrants that the representations and warranties set forth in Article II are true and correct in all material respects (except that the foregoing materiality standard shall not apply to any such representation or warranty which is qualified by a materiality standard by its terms) on and as of the date each Receivable came into existence as though made on and as of such date.
