Conditions to All Purchases. The obligation of each Purchaser to make any Purchase hereunder (including the initial Purchase) is subject to the satisfaction of the conditions set forth in Section 2.1 and the fulfillment of the following further conditions precedent:
(a) a Commitment Termination Date shall not have occurred;
(b) except in the case of a Reinvestment, the Agent shall have received a duly executed Purchase Notice;
(c) except in the case of a Reinvestment, the Agent shall have received a certificate from the Master Servicer substantially in the form attached hereto as Exhibit B (each, a "Purchase Certificate") one Business Day prior to the date of such proposed Purchase containing a calculation of (i) the Net Pool Balance, (ii) the amount of Section 4.4 Deposits which have not yet been disbursed to the Agent pursuant to Section 4.8(b) and (iii) the Aggregate Net Investment (after giving effect, on a pro forma basis, to such proposed Purchase); 42
(d) except in the case of a Reinvestment, the Agent shall have received an Officer's Certificate of the Seller to the effect that (i) the representations and warranties of the Seller contained in this Agreement, any other Facility Document to which the Seller is a party or in any certificates delivered to the Agent or any Purchaser by or on behalf of the Seller in connection with such Purchase are true and correct on and as of the date of such Purchase, with the same force and effect as though made on and as of such day, and (ii) to the best of the knowledge and information of such officer, no event has occurred and is continuing, or would result from such Purchase, that constitutes or would constitute an Unmatured Termination Event or Termination Event;
(e) except in the case of a Reinvestment, the Agent shall have received an Officer's Certificate of the Master Servicer to the effect that the representations and warranties of the Master Servicer contained in this Agreement, any other Facility Document to which the Master Servicer is a party or in any certificates delivered to the Agent or any Purchaser by or on behalf of the Master Servicer in connection with such Purchase are true and correct on and as of the date of such Purchase, with the same force and effect as though made on and as of such day; and
(f) the Agent and the Purchasers have received such other documents, certificates and opinions as the Agent or any Purchaser may reasonably request.
Conditions to All Purchases. All purchases of Mortgage Loans by Buyer are subject to the satisfaction of the following conditions:
Conditions to All Purchases. The consummation of the sale of any Note pursuant to this Agreement shall be subject to the further condition that, at the date of issuance thereof, in the reasonable judgment of the Purchaser or the Agent that obtained the offer, (a) each condition set forth in Section 5 or 6, as applicable, shall have been satisfied and (b) subsequent to the respective dates as of which information is given in the Offering Memorandum (current as of the date of such agreement to purchase a Note), except as set forth therein or contemplated thereby, there shall not have occurred any material adverse change, or to the knowledge of the Issuer any development involving a prospective material adverse change, in or affecting the financial condition, earnings, business or business prospects or properties of the Issuer and its subsidiaries, considered as a single enterprise, the effect of which makes it impracticable or inadvisable to market the Notes or to proceed with completion of the sale and payment for such Notes.
Conditions to All Purchases. The Buyer's obligation to make a Purchase on any Purchase Date shall be subject to satisfaction of the following applicable conditions precedent:
(a) The representations and warranties in Sections 3.01 and 3.02 hereof shall be true and correct as of such Purchase Date, as though made on and as of such date;
(b) The Seller shall have taken all actions necessary or reasonably requested by the Buyer to maintain a perfected first priority ownership or security interest of the Buyer in and to the Transferred Assets (including in and to the Receivables purchased on such Purchase Date); and
(c) No Termination Event, Unmatured Termination Event or Servicer Default shall exist on such date or would result from such Purchase.
Conditions to All Purchases. All purchases hereunder (including the --------------------------- initial purchase) and Purchaser's obligations to pay the Aggregate Purchase Price therefor shall be subject to the following conditions precedent:
(a) all representations, warranties and statements by or on behalf of Seller contained in this Agreement shall be true and correct on the applicable Sale Date and Seller shall be in compliance with all agreements and covenants contained in this Agreement; and
(b) the entire interest of Seller in each Student Loan in the Portfolio shall have been duly assigned by endorsement to Purchaser, such endorsement to be without recourse except as provided herein, and all Student Loan Notes and all other books, records and documents evidencing such Student Loans have been delivered to the applicable Sub-Servicer in accordance with the applicable Servicing Agreement. By accepting the Aggregate Purchase Price related to the sale of any Portfolio, Seller shall be deemed to have certified that the conditions contained in clauses (a) and (b) of this Section 3.2 have been satisfied. -----------
Conditions to All Purchases. The obligation of the Buyer to --------------------------- purchase the Receivables on any Purchase Date is subject to the following conditions precedent:
(a) On such Purchase Date the Seller shall have complied in all material respects with all of its covenants hereunder and shall have fulfilled in all material respects all of its obligations hereunder; and
(b) No Termination Event shall have occurred and then be continuing. The acceptance by the Seller of any payment for any Receivables shall be deemed to be a representation and warranty by the Seller as of such acceptance date as to the matters in this Section 5.2. -----------
Conditions to All Purchases. 6.1 Any purchase of Accounts by FSW, including the initial purchase, is subject to the following conditions:
6.1.1 No event shall have occurred and be continuing, which would with the giving of notice or passage of time, or both, constitute an Event of Default; and
6.1.2 The Seller shall have delivered to FSW on or prior to each date of purchase, in form and substance satisfactory to FSW, complete information with respect to each Account together with additional information as may reasonably be requested by FSW; and
6.1.3 There shall be no material adverse change in the financial position or business prospects of the Seller or Customers, as compared to that existing on the date hereof.
Conditions to All Purchases. The effectiveness of this Agreement and the obligations of each Purchaser to purchase the Notes on and after the Second A&R Effective Date, are subject to satisfaction of all of the terms and conditions set forth below, except to the extent that any of the following items are permitted by the Agent in writing to be delivered by a date after the Second A&R Effective Date:
Conditions to All Purchases. The obligation of the Investor to buy Purchase Shares pursuant to a Regular Purchase and the obligation of the Company to sell Purchase Shares pursuant to an Aggregate Balance Purchase is subject to the satisfaction or, where legally permissible, the waiver of each of the following conditions:
(a) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and
(b) No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened against the Company, or any of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.
Conditions to All Purchases. Each purchase by SRC hereunder (including the initial SA Transfer) shall be subject to satisfaction of the following further conditions precedent (any one or more of which may be waived by SRC) as of the applicable SA Transfer Date:
(a) the representations and warranties of each Seller contained herein shall be true and correct in all material respects (or, to the extent any such representation or warranty is qualified by a materiality standard, such representation or warranty shall be true and correct) as of such SA Transfer Date, both before and after giving effect to such SA Transfer, except to the extent that any such representation or warranty expressly relates to an earlier date; and
(b) each Seller shall be in compliance in all material respects with each of its covenants and other agreements set forth in this Agreement. The conditions to any purchase hereunder shall be deemed to have been satisfied upon transfer of the related SA Transferred Assets to Funding LLC.
