Conditions to Each Purchase. The obligation of each Liquidity Provider to make any Purchase, and the right of the Seller to request or accept any Purchase, are subject to the conditions (and each Purchase shall evidence the Seller’s representation and warranty that clauses (a)-(e) of this Section 7.2 have been satisfied) that on the date of such Purchase before and after giving effect to the Purchase:
(a) no Potential Termination Event shall then exist or shall occur as a result of the Purchase;
(b) the Liquidity Termination Date has not occurred;
(c) after giving effect to the application of the proceeds of such Purchase, (x) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment and (y) the outstanding Aggregate Investment would not exceed the Purchase Limit;
(d) the representations and warranties of the Seller, the Originator and the Collection Agent contained herein or in any other Transaction Document are true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date);
(e) each of the Seller and the Originator is in full compliance with the Transaction Documents (including all covenants and agreements in Article V); and
(f) all legal matters related to the Purchase are satisfactory to the Purchasers. Nothing in this Section 7.2 limits the obligations (including those in the Transfer Agreement) of each Liquidity Provider to Windmill.
Conditions to Each Purchase. As a condition precedent to any purchase of a Participation Interest by Bank from Seller hereunder, in addition to all other requirements set forth herein, Seller shall deliver to Bank all of the following, each being duly executed, endorsed, notarized where applicable and delivered and in form and content satisfactory to Bank in its sole and absolute discretion:
(a) The information and other items required to be delivered to Bank pursuant to Section 2.1;
(b) If requested by Bank, a written certification from Seller to Bank that the representations and warranties of Seller contained in this Agreement and each other Warehouse Document (other than those representations and warranties which are, by their terms, expressly limited to the date of the agreement in which they were initially made) are true and correct in all material respects on and as of the date of such purchase;
(c) If requested by Bank, a written certification from Seller that no Event of Default has occurred or is continuing as of the date of the Advance;
(d) Seller has adequate available funds on deposit in the Participation Account in an amount not less than Seller’s Funding Amount for such Mortgage Loan; and
(e) Such other documents as Bank may reasonably request at any time at or prior to the date of the first Advance hereunder or as a condition to any subsequent Advance hereunder, including any and each Pledge Agreement and Guaranty Agreement required by Bank to be executed in connection with the transactions contemplated by this Agreement. Each submission of a Request shall be deemed to constitute a representation and warranty by Seller to Bank on the date of such Request and on the date of the applicable Advance made to purchase a Participation Interest in connection with such Request as to the facts and statements specified in clauses (a), (b), (c) and (d) immediately above and in Sections 5.1(e), (g) and (h) are true and correct. It is understood and agreed that Bank shall not make any Advance for the Purchase Price of any Participation Interest unless with respect thereto Bank is in receipt of all agreements and documents required to be delivered to Bank under this Agreement and all other conditions precedent and requirements set forth herein are satisfied or waived by Bank in writing. All conditions precedent hereunder to the purchase of a Participation Interest are solely for the benefit of Bank. Bank’s election, in its sole discretion, to waive any condition precedent hereunder fo...
Conditions to Each Purchase. Each Purchase from an Originator hereunder (including the Purchase on the applicable initial Purchase Date) is subject to the conditions precedent that (i) the Purchaser shall have executed and delivered a Subordinated Note in favor of such Originator and (ii) as of such date of such Purchase, no Purchase Termination Event shall have occurred.
Conditions to Each Purchase. The obligation of each Purchaser to make any Purchase on any day (including those comprising the initial Purchase) shall be subject to the Agent's receipt of the Daily Report for that day and to the conditions precedent that on the date of the Purchase, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true:
(a) the representations and warranties of Transferor and Initial Servicer set out in this Agreement are true and accurate as of that date with the same effect as though made on that date (unless specifically stated to relate to an earlier date); and
(b) no Early Amortization Event or Unmatured Early Amortization Event has occurred and is continuing. The giving of any notice pursuant to Section 2.2 shall constitute a representation and warranty by Transferor, ICP and Initial Servicer that the foregoing statements (limited, in the case of subsection (a) to the representations and warranties of the Person deemed to make the representation and warranty referred to in this sentence) are true.
Conditions to Each Purchase. (a) The obligation of the Purchaser to complete any Purchase pursuant to the delivery of a Purchase Notice shall be subject to the satisfaction of the following conditions on or before the applicable Purchase Date unless otherwise specified below or waived by the Purchaser:
(i) the Sellers shall have delivered to the Purchaser a duly completed Purchase Notice in respect of the proposed Purchase in accordance with Section 2.01(a) in which the Purchase Date specified is during the Revolving Period; and
(ii) executed copies of all discharges and releases, if any, necessary to discharge or release all security interests, hypothecs and other rights or interest of any Person in the Related Rights, previously granted by or through the Sellers and which could constitute an Adverse Claim, together with, where applicable, copies of the relevant financing change statements or other discharge statements with the registration particulars stamped thereon.
(b) The obligation of the Sellers to complete any Purchase shall be subject to the receipt by the Sellers of the Closing Payment in respect of such Purchase.
Conditions to Each Purchase. The following shall be conditions precedent to each Purchase:
(a) the fact that after giving effect to such Purchase, the Adjusted Buyers' Interest shall not exceed 100%;
(b) without limiting the generality of the foregoing, the fact that each Receivable included in the calculation of Net Pool Balance as an Eligible Receivable as of the date of such Purchase is an Eligible Receivable and otherwise properly included in such a calculation as of such date (including a reduction for any amount exceeding the Concentration Limit applicable to the Obligor of such Receivable); and
(c) the fact that the Final Purchase Date has not occurred under the Purchase and Sale Agreement and that, if on the date of such Purchase, there are new Receivables to be purchased under the Purchase and Sale Agreement, such Receivables are in fact purchased on such day pursuant to the Purchase and Sale Agreement. At the time of each Purchase, CPFC shall be deemed to have represented and warranted the facts set forth in clauses (a) through (c) above, and shall be deemed further to have specifically represented and warranted that, as to each such Receivable included in the calculation of Net Pool Balance, the standards set forth in the definition of "Eligible Receivable" (other than clauses (v), (ix), (x), (xi) and (xvi) thereof) will continue to be met.
Conditions to Each Purchase. The obligation of each Purchaser to make any purchase requested to be made by it on any date with respect thereto is subject to the satisfaction of the applicable conditions precedent thereto set forth in Sections 2.1 and 6.1 of the Participation Agreement.
Conditions to Each Purchase. Each Purchase from the Seller hereunder (including the Purchase on the initial Purchase Date) is subject to the conditions precedent that (i) the Purchaser shall have executed and delivered the Subordinated Note in favor of the Seller, (ii) the representations and warranties set forth in Article V are true and correct in all material respects on and as of the date of such Purchase, and (iii) as of such date of such Purchase, neither the Termination Date nor Purchase Termination Event shall have occurred.
Conditions to Each Purchase. The obligation of each Purchaser to make any Purchase on the Initial Closing Date and each Additional Note Purchase Agreement 18302061.3 100197 1653C 95202263 Closing Date shall be subject to the further conditions precedent that on the date of the Purchase, before and after giving effect thereto and to the application of any proceeds therefrom, the following statements shall be true:
(a) the representations and warranties of Issuer, Case Credit and XX XX set out in this Agreement are true and accurate in all material respects as of that date with the same effect as though made on that date (unless specifically stated to relate to an earlier date);
(b) all of the conditions precedent under the Basic Documents to any purchase of Subsequent Receivables occurring on such date have been (or will, concurrently with the issuance of the applicable Additional Class B Notes, be) satisfied (and Agent shall have received copies of all UCC filings made in connection with such purchase);
(c) in the case of any Additional Closing Date, the Issuer and the applicable Purchaser shall have agreed upon the interest rate applicable to the Additional Class B Notes to be issued on that date; and
(d) no Event of Default, Default or Servicer Default has occurred and is continuing.
Conditions to Each Purchase. The obligation of each Committed Purchaser to make any Purchase, and the right of the Seller to request or accept any Purchase, are subject to the conditions (and each Purchase shall evidence the Seller's representation and warranty that clauses (a) - (e) of this
