Conditions to Initial Purchase. (a) The obligation of the Purchaser to complete the initial Purchase on the Closing Date shall be subject to the Purchaser having received the following documents in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser): (i) a certificate of an officer of each Seller, dated the Closing Date certifying (A) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred; (ii) copies of this Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatories; (iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party; (iv) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office, that are sufficient to perfect the interests of the Purchaser in the Purchased Assets as against creditors of the Sellers; (v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted to the Purchaser pursuant to the Sellers Security Agreement, as against creditors of the Sellers; (vi) 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 it 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; and (vii) such other approvals, opinions, or other documents as the Purchaser may reasonably request.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CURO Group Holdings Corp.), Sale and Servicing Agreement (CURO Group Holdings Corp.)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class C Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class C Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class C Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class C Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class C Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class C Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Moody's and AAA by S&P, that the Class B Notes are rated Aa2 or xxxxxx by Moody's and AA or higher by S&P, and that the Class C Notes are xxxxx X2 or higher by Moody's and A or higher by S&P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Class C Purchaser; and
(v) the duly executed Class C Note(s) registered in the name of each Agent as nominee on behalf of the Class C Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class C Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody's, S&P or any other nationally recognized rating agency rating xxx Xxxmercial Paper Notes.
Appears in 1 contract
Conditions to Initial Purchase. (a) The obligation obligations of the Purchaser to complete the initial make its Initial Purchase on the Closing Date shall be subject to the satisfaction of the condition precedent that it shall have received (x) payment of $150,000 by wire transfer of immediately available funds to the account designated by the Purchaser, (y) a duly executed and authenticated Class B Certificate registered in the name of the Purchaser having received and in a Stated Amount equal to the amount set out opposite the Purchaser's name on the signature page of this Agreement, and (z) an original (except as indicated below) of the following documents (each of which, if not in a form attached to this Agreement, shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):
(ia) a certificate of an Authorized Officer of NAFCO and a certificate of an officer of each Seller, dated the Closing Date certifying (A) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-lawsNational Auto, each as in to the effect on that (i) each of the date of such certificate; (B) that attached thereto is a true Pooling and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Administration Agreement and the Transaction Documents to which it is partyPurchase Agreement and the Servicing Agreement, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as , and all actions required to be taken and conditions required to be satisfied under those documents in connection with the incumbency and true specimen signature of each of its officers executing this Agreement or any issuance of the Transaction Documents to which it is partyClass B Certificate have been taken or satisfied, as the case may be (Dand not waived, without the consent of the Purchaser) and (ii) all representations and warranties set forth therein are true and correct;
(b) a certificate of compliance an Authorized Officer of NAFCO and a certificate of the Secretary, or an Assistant Secretary, of the Administrator with respect to:
(or equivalenti) issued in the incumbency and signatures of those of its jurisdiction of incorporationofficers, and an equivalent certificate from authorized to act with respect to the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred;
(ii) attached copies of this the Limited Partnership Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatories;NAFCO Trust Agreement; and
(iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges attached good standing (or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyequivalent) certificates;
(ivc) a copy certificate of verifications statements or other filings filed in an Authorized Officer of each of NAFCO and the Provinces where it has its head office and registered office, that are sufficient Administrator as to perfect the interests satisfaction of the Purchaser conditions precedent set forth in the Purchased Assets as against creditors of the SellersSection 6.2 below;
(d) opinions addressed to the Purchaser, of (i) Xxxx Xxxxxxx & Xxxxxx, special counsel to NAFCO and the Administrator as to (A) corporate matters (including NAFCO's and Master Trust's security interest in the Receivable), (B) "true sale" issues and (C) "non-substantive consolidation", (ii) Xxxxx Xxxxxx, General Counsel of National Auto as to certain corporate matters, (iii) an opinion of Weil, Gotshal & Xxxxxx, in the form of Exhibit C hereto as to the characterization of the Trust for purposes of federal income tax laws, (iv) an opinion from Xxxxxx & Xxxxxx, counsel to the Master Trustee and (v) a copy an opinion of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are locatedXxxxxxxx, that are sufficient to perfect the security interests in the Seller Collections Accounts granted Xxxxxx & Finger, counsel to the Purchaser pursuant to the Sellers Security Agreement, as against creditors of the SellersNAFCO Trustee;
(vie) executed copies confirmation by the Trustee of all discharges (i) delivery by NAFCO and releasesreceipt by the Trust of cash and/or Receivables in an amount such that the sum of such cash, if any, necessary and the outstanding principal balance of such Receivables, if any, is not less than $100,000 and (ii) deposit in the Excess Funding Account of any cash, receipt which is confirmed pursuant to discharge or release all security interests, hypothecs the preceding clause (i);
(f) confirmation by the Trustee of the establishment of Trust Accounts;
(g) evidence that UCC-1 financing statements are being filed in the office of the Secretary of States of Delaware and other rights or Florida reflecting the transfer of the interest of any Person the Seller in the Related Rights, previously granted Receivables and the proceeds thereof to NAFCO and the transfer of such interest by or through it and which could constitute an Adverse Claim, together with, where applicable, copies of NAFCO to the relevant financing change statements or other discharge statements with the registration particulars stamped thereonTrust; and
(viih) such other approvals, opinions, or other documents as the Purchaser may reasonably requestfully executed Limited Partnership Agreement.
Appears in 1 contract
Samples: Certificate Purchase Agreement (National Auto Finance Co Inc)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class A-1 Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A-1 Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A-1 Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class A-1 Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A-1 Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A-1 Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Purchaser; and
(v) the duly executed Class A-1 Note(s) registered in the name of each Agent as nominee on behalf of the Class A-1 Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class A-1 Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Xxxxx'x, S&P or any other nationally recognized rating agency rating its Commercial Paper Notes.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class A-2 Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A-2 Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A-2 Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class A-2 Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A-2 Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A-2 Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Purchaser; and
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
Conditions to Initial Purchase. The following were conditions ------------------------------ precedent to the purchase of the Class C Notes by the Class C Purchasers on the Closing Date:
(a) The obligation the representations and warranties of the Purchaser Issuer and FCNB set forth or referred to complete the initial Purchase in Sections 4.1 and 4.2, respectively, hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date, and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Series 2001-A Pay Out Event shall have occurred and be continuing on the Closing Date;
(b) the Supplemental Fee Letter and the Supplemental Spread Account Letter shall have been executed and delivered by the Issuer and FCNB to the Administrative Agent;
(c) the Class A Notes in the Class A Initial Note Principal Balance and the Class B Notes in the Class B Initial Note Principal Balance shall have been duly issued in accordance with the Indenture; the Spread Account shall have been established with the Indenture Trustee, and the amount on deposit in the Spread Account shall equal at least the Spread Account Cap;
(d) the Seller shall have paid all fees payable on the Closing Date to the Administrative Agent (for its own account or for the account of the initial Class C Purchasers) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and Class C Purchasers payable by the Seller, to the extent provided herein, in connection with the transactions contemplated hereby; and
(e) the Administrative Agent on behalf of the Class C Purchasers shall have received on the Closing Date the following items, each of which shall be subject to the Purchaser having received the following documents in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Administrative Agent:
(i) an Officer's Certificate of FCNB confirming the satisfaction of the conditions set forth in clauses (a) and (c);
(ii) a copy of (A) the certificate of incorporation and by-laws of, and an officer incumbency certificate with respect to its officers executing any of each Seller, dated the Related Documents on the Closing Date certifying (A) that attached thereto is a true and complete copy on behalf of FCNB, certified by its certificate and articles of incorporation and any amendments theretoauthorized officer, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy resolutions of a resolution adopted by its board the Board of directors authorizing Directors (or an authorized committee thereof) of FCNB with respect to the execution, delivery and performance of this Agreement and the Transaction Related Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred;
(ii) copies of this Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatoriesofficer;
(iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed certificate issued on a recent date by the applicable secured partyComptroller of the Currency evidencing the legal existence and good standing of FCNB as a national banking association;
(iv) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee and FCNB, addressed to the Administrative Agent and Class C Purchaser, or accompanied by a copy of verifications statements or other filings filed in letter providing that the Provinces where it has its head office Administrative Agent and registered officeClass C Purchaser may rely on such opinions as if they were addressed to them, that are sufficient to perfect and dated the interests Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Purchaser Related Documents to which the Issuer, the Owner Trustee, the Indenture Trustee and FCNB (individually or in any other capacity) is party, sale/security interest matters and such other matters as the Purchased Assets as against creditors of the SellersAdministrative Agent may request;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted to the Purchaser pursuant to the Sellers Security Agreement, as against creditors evidence of the Sellersdue execution and delivery by the Owner Trustee, on behalf of the Trust, and the Indenture Trustee of the Related Documents to which each is party;
(vi) an executed copy of the Pooling and Servicing Agreement, the Collateral Series Supplement, the Transfer and Servicing Agreement, the Master Indenture, the Supplemental Indenture, the Trust Agreement and the Administration Agreement;
(vii) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Indenture;
(viii) the duly executed Class C Note(s) registered in the name of the Administrative Agent as nominee on behalf of the Class C Owners;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by First Consumers Master Trust, FCNB and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Class C Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, listing all discharges effective financing statements which name First Consumers Master Trust, FCNB or the Issuer (under its present name and releasesany previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);
(xi) evidence satisfactory to the Administrative Agent that the Class C Notes have been rated at least Baa2 by Xxxxx'x Investors Service and BBB by Standard & Poor's.
(xii) evidence satisfactory to each initial CP Conduit that its purchase of Class C Notes and Class C Note Principal Balance Increases hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody's, hypothecs and S&P or any other rights nationally recognized rating agency
(xiii) evidence satisfactory to the Administrative Agent that all amounts outstanding under First Consumers Master Trust Series 2000-A have been repaid in full;
(xiv) evidence satisfactory to the Administrative Agent that no action, suit, proceeding or interest of investigation by or before any Person in Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Related Rights, previously granted by or through it 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 thereonDocuments in any material respect; and
(viixv) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or Class C Purchaser may reasonably request.
Appears in 1 contract
Samples: Class C Note Purchase Agreement (First Consumers Master Trust)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable;
(c) the Administrative Agent and the Agents shall have received on or before the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class S Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class S Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class S Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class S Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the Closing Date to the Administrative Agent (for its own account or for the account of the initial Class S Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class S Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Purchaser; and
(v) the duly executed Class S Note(s) registered in the name of each Agent as nominee on behalf of the Class S Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class S Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Xxxxx'x, S&P or any other nationally recognized rating agency rating its Commercial Paper Notes.
Appears in 1 contract
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class A-1 Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A-1 Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A-1 Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class A-1 Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A-1 Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A-1 Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Class A-1 Purchaser; and
(v) the duly executed Class A-1 Note(s) registered in the name of each Agent as nominee on behalf of the Class A-1 Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class A-1 Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Xxxxx'x, S&P or any other nationally recognized rating agency rating its Commercial Paper Notes.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Americredit Corp)
Conditions to Initial Purchase. The following shall be conditions precedent to the initial purchase of the Equipment Loan Notes or Receivables Notes, as applicable, by the Equipment Loan Note Purchasers or Receivables Note Purchasers, as applicable:
(a) The obligation the representations and warranties of the Purchaser Issuer, the Servicer and the Transferor set forth or referred to complete in Article 4 and all representations and warranties of the initial Sellers set forth in the Purchase Agreement shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no Rapid Amortization Event or Event of Default, and no event that, after the giving of notice or the lapse of time (or both), would constitute a Rapid Amortization Event or Event of Default, shall have occurred and be continuing on the Closing Date;
(b) the Applicable Margin Fee Letter shall have been executed and delivered by the Issuer to each Agent;
(c) the Equipment Loan Notes and the Receivables Notes shall have been duly issued in accordance with the Indenture;
(d) the Transferor, the Servicer or the Issuer, as applicable, shall have paid all fees payable on the Closing Date to each Co-Administrative Agent, as applicable (for its own account or for the accounts of the initial Note Purchasers), described in the Fee Letter and the Applicable Margin Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Co-Administrative Agents and the initial Agents and the Note Purchasers payable by the Transferor or the Issuer, as applicable, to the Purchaser having extent provided herein, in connection with the transactions contemplated hereby; and
(e) each Co-Administrative Agent on behalf of the Note Purchasers shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):each Agent and each Co-Administrative Agent:
(i) a certificate an Officer's Certificate of an officer the Servicer confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clause (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GServicer only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies of this Agreement and each an Officer's Certificate of the Transaction Documents Transferor confirming the satisfaction of the conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of the Transferor only) and (d) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office Issuer only) and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party(c) above;
(iv) a copy of verifications statements (A) the certificate of formation and limited liability company agreement or other filings filed in the Provinces where it has trust agreement, as applicable, of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of the SellersIssuer, the Transferor and the Servicer, certified by its authorized officer, (B) the Trust Agreement and an incumbency certificate with respect to officers of the Owner Trustee executing any of the Related Documents on the Closing Date on behalf of the Issuer and (C) resolutions of the Board of Managers (or an authorized committee thereof) of each of the Transferor and the Servicer with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreement, as against creditors legal existence and good standing of each of the SellersServicer as a Delaware limited liability company and of Transferor as a Delaware limited liability company;
(vi) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer, addressed to each Co-Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, no conflicts with any applicable law or other agreements, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer is party, true sale/non-consolidation, perfection and priority of security interest matters, tax characterization of the Issuer and the Notes and such other matters as each Co-Administrative Agent or its counsel may reasonably request;
(vii) the favorable written opinions of counsel for the Insurer, addressed to each Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Insurer is party
(viii) evidence of the due execution and delivery by the Owner Trustee, on behalf of the Trust, and the Indenture Trustee of the Related Documents to which each is party;
(ix) an executed copies copy of all discharges each of the Transfer and releasesServicing Agreements, the Indenture, the Trust Agreement, the Administration Agreement, the Control Agreement and each of the other Basic Documents;
(x) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Pooling and Servicing Agreement;
(xi) the duly executed Equipment Loan Note(s) registered in the name of each Agent as nominee on behalf of the Equipment Loan Note Owners in its Purchaser Group or, if anyrequested by such Agent, 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 it and which could constitute an Adverse Claim, together with, where applicable, copies name of the relevant Primary Purchaser;
(xii) the duly executed Receivables Note(s) registered in the name of each Agent as nominee on behalf of the Receivables Note Owners in its Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser;
(xiii) evidence satisfactory to each Co-Administrative Agent that financing change statements duly executed by ALS, each Seller, Alliance Equipment Receivables and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of any Co-Administrative Agent, Agent or Note Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other discharge amounts required to be paid in connection therewith have been paid;
(xiv) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to each Co-Administrative Agent), dated a date reasonably near to the Closing Date, listing all effective financing statements which name ALS or any Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (xiii) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the registration particulars stamped thereonparty under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);
(xv) evidence satisfactory to each Co-Administrative Agent that the Notes are rated Aaa by Moody's with shadow ratings of Baa2 and AAA by Standard & Poor's with shadow ratings of BBB;
(xvi) evidence satisfactory to each initial CP Conduit that its purchase of Equipment Loan Notes and Equipment Loan Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;
(xvii) evidence satisfactory to each initial CP Conduit that its purchase of Receivables Notes and Receivables Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;
(xviii) an executed copy of a membership agreement between SPARC and the Issuer;
(xix) an executed copy of each agreement, in a form acceptable to each Co-Administrative Agent, necessary for the termination of all agreements and security interests relating to the warehouse facility in the form attached hereto as Exhibit C; and
(viixx) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the any Co-Administrative Agent, Agent or Note Purchaser may reasonably request.
Appears in 1 contract
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable;
(c) the Administrative Agent and the Agents shall have received on or before the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class S Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class S Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request; (vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class S Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class S Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the Closing Date to the Administrative Agent (for its own account or for the account of the initial Class S Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class S Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Moody's and AAA by S&P, that the Class B Notes are rated Aa2 or xxxxxx by Moody's and AA or higher by S&P, and that the Class C Notes are xxxxx X2 or higher by Moody's and A or higher by S&P;
(ii) a certificate xx xxx Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Class S Purchaser; and
Appears in 1 contract
Conditions to Initial Purchase. The following shall be conditions precedent to the initial purchase of the Equipment Loan Notes or Receivables Notes, as applicable, by the Equipment Loan Note Purchasers or Receivables Note Purchasers, as applicable:
(a) The obligation the representations and warranties of the Purchaser Issuer, the Servicer and the Transferor set forth or referred to complete in Article 4 and all representations and warranties of the initial Sellers set forth in the Purchase Agreement shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no Rapid Amortization Event, Event of Default or Servicer Default, and no event that, after the giving of notice or the lapse of time (or both), would constitute a Rapid Amortization Event, Event of Default or Servicer Default, shall have occurred and be continuing on the Closing Date;
(b) the Applicable Margin Fee Letter shall have been executed and delivered by the Issuer to each Agent;
(c) the Equipment Loan Notes and the Receivables Notes shall have been duly issued in accordance with the Indenture;
(d) (i) the Transferor, the Servicer or the Issuer, as applicable, shall have paid all fees payable on the Closing Date to the Purchaser having Administrative Agent and each Agent, as applicable (for its own account or for the accounts of the initial Note Purchasers), described in the Applicable Margin Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and the Note Purchasers payable by the Transferor or the Issuer, as applicable, to the extent provided herein, or in connection with the transactions contemplated hereby and (ii) all fees payable on the Closing Date described in the Fee Letter shall have been paid; and
(e) the Administrative Agent and each Agent on behalf of the Note Purchasers shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to each Agent and the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Administrative Agent:
(i) a certificate an Officer’s Certificate of an officer the Servicer confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clause (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GServicer only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies of this Agreement and each an Officer’s Certificate of the Transaction Documents Transferor confirming the satisfaction of the conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of the Transferor only) and (d) above;
(iii) reports showing an Officer’s Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office Issuer only) and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party(c) above;
(iv) a copy of verifications statements (A) the certificate of formation and limited liability company agreement or other filings filed in the Provinces where it has trust agreement, as applicable, of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of the SellersIssuer, the Transferor and the Servicer, certified by its authorized officer, (B) the Trust Agreement and an incumbency certificate with respect to officers of the Owner Trustee executing any of the Related Documents on the Closing Date on behalf of the Issuer and (C) resolutions of the Board of Managers (or an authorized committee thereof) of each of the Transferor and the Servicer with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreement, as against creditors legal existence and good standing of each of the SellersServicer as a Delaware limited liability company and of Transferor as a Delaware limited liability company;
(vi) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer, addressed to the Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, no conflicts with any applicable law or other agreements, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer is party, true sale/non-consolidation, perfection and priority of security interest matters, tax characterization of the Issuer and the Notes and such other matters as the Administrative Agent or its counsel may reasonably request;
(vii) evidence of the due execution and delivery by the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee of the Related Documents to which each is party;
(viii) an executed copies copy of all discharges each of the Transfer and releasesServicing Agreements, the Indenture, the Trust Agreement, the Administration Agreement, the Control Agreement and each of the other Basic Documents;
(ix) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Pooling and Servicing Agreement;
(x) the duly executed Equipment Loan Note(s) registered in the name of each Agent as nominee on behalf of the Equipment Loan Note Owners in its Purchaser Group or, if anyrequested by such Agent, 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 it and which could constitute an Adverse Claim, together with, where applicable, copies name of the relevant Primary Purchaser;
(xi) the duly executed Receivables Note(s) registered in the name of each Agent as nominee on behalf of the Receivables Note Owners in its Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser;
(xii) evidence satisfactory to the Administrative Agent that financing change statements duly executed or otherwise authorized by ALS, each Seller, Alliance Equipment Receivables and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, or any Agent or Note Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other discharge amounts required to be paid in connection therewith have been paid;
(xiii) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, listing all effective financing statements which name ALS or any Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the financing statements referred to in clause (xii) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the registration particulars stamped thereonparty under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);
(xiv) evidence satisfactory to the Administrative Agent that the Notes are rated “Aa2” by Xxxxx’x or “AA” by Standard & Poor’s;
(xv) evidence satisfactory to each initial CP Conduit that its purchase of Equipment Loan Notes and Equipment Loan Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;
(xvi) evidence satisfactory to each initial CP Conduit that its purchase of Receivables Notes and Receivables Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;
(xvii) a Servicer’s Certificate as of the then most recently completed Monthly Period; and
(viixviii) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Note Purchaser may reasonably request.
(f) no material adverse change in (i) business, condition or operation of any Seller, ALS, the Transferor, the Issuer or the Servicer or (ii) the collectibility of the Loans or Receivables taken as a whole shall have occurred.
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Laundry Systems LLC)
Conditions to Initial Purchase. The following shall be ------------------------------ conditions precedent to the purchase of the Class C Notes by the Class C Purchasers:
(a) The obligation the representations and warranties of the Purchaser Issuer and FCNB set forth or referred to complete the initial Purchase in Sections 4.1 and 4.2, respectively, hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date, and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Series 2001-A Pay Out Event shall have occurred and be continuing on the Closing Date;
(b) the Supplemental Fee Letter and the Supplemental Spread Account Letter shall have been executed and delivered by the Issuer and FCNB to the Administrative Agent;
(c) the Class A Notes in the Class A Initial Note Principal Balance and the Class B Notes in the Class B Initial Note Principal Balance shall have been duly issued in accordance with the Indenture; the Spread Account shall have been established with the Indenture Trustee, and the amount on deposit in the Spread Account shall equal at least the Spread Account Cap;
(d) the Seller shall have paid all fees payable on the Closing Date to the Administrative Agent (for its own account or for the account of the initial Class C Purchasers) described in the Supplemental Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and Class C Purchasers payable by the Seller, to the extent provided herein, in connection with the transactions contemplated hereby; and
(e) the Administrative Agent on behalf of the Class C Purchasers shall have received on the Closing Date the following items, each of which shall be subject to the Purchaser having received the following documents in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Administrative Agent:
(i) an Officer's Certificate of FCNB confirming the satisfaction of the conditions set forth in clauses (a) and (c);
(ii) a copy of (A) the certificate of incorporation and by-laws of, and an officer incumbency certificate with respect to its officers executing any of each Seller, dated the Related Documents on the Closing Date certifying (A) that attached thereto is a true and complete copy on behalf of FCNB, certified by its certificate and articles of incorporation and any amendments theretoauthorized officer, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy resolutions of a resolution adopted by its board the Board of directors authorizing Directors (or an authorized committee thereof) of FCNB with respect to the execution, delivery and performance of this Agreement and the Transaction Related Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred;
(ii) copies of this Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatoriesofficer;
(iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed certificate issued on a recent date by the applicable secured partyComptroller of the Currency evidencing the legal existence and good standing of FCNB as a national banking association;
(iv) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee and FCNB, addressed to the Administrative Agent and Class C Purchaser, or accompanied by a copy of verifications statements or other filings filed in letter providing that the Provinces where it has its head office Administrative Agent and registered officeClass C Purchaser may rely on such opinions as if they were addressed to them, that are sufficient to perfect and dated the interests Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Purchaser Related Documents to which the Issuer, the Owner Trustee, the Indenture Trustee and FCNB (individually or in any other capacity) is party, sale/security interest matters and such other matters as the Purchased Assets as against creditors of the SellersAdministrative Agent may request;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted to the Purchaser pursuant to the Sellers Security Agreement, as against creditors evidence of the Sellersdue execution and delivery by the Owner Trustee, on behalf of the Trust, and the Indenture Trustee of the Related Documents to which each is party;
(vi) an executed copy of the Pooling and Servicing Agreement, the Collateral Series Supplement, the Transfer and Servicing Agreement, the Master Indenture, the Supplemental Indenture, the Trust Agreement and the Administration Agreement;
(vii) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Indenture;
(viii) the duly executed Class C Note(s) registered in the name of the Administrative Agent as nominee on behalf of the Class C Owners;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by First Consumers Master Trust, FCNB and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Class C Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, listing all discharges effective financing statements which name First Consumers Master Trust, FCNB or the Issuer (under its present name and releasesany previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);
(xi) evidence satisfactory to the Administrative Agent that the Class C Notes have been rated at least Baa2 by Xxxxx'x Investors Service and BBB by Standard & Poor's.
(xii) evidence satisfactory to each initial CP Conduit that its purchase of Class C Notes and Class C Note Principal Balance Increases hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody's, hypothecs and S&P or any other rights nationally recognized rating agency
(xiii) evidence satisfactory to the Administrative Agent that all amounts outstanding under First Consumers Master Trust Series 2000-A have been repaid in full;
(xiv) evidence satisfactory to the Administrative Agent that no action, suit, proceeding or interest of investigation by or before any Person in Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, the transactions contemplated by the Related Rights, previously granted by or through it 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 thereonDocuments in any material respect; and
(viixv) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or Class C Purchaser may reasonably request.
Appears in 1 contract
Samples: Class C Note Purchase Agreement (First Consumers Master Trust)
Conditions to Initial Purchase. (a) The obligation of the each Purchaser to complete make the initial Purchase hereunder on the Closing Date shall be is subject to the Purchaser having received satisfaction of the following documents conditions specified in form Section 6.2 and substance satisfactory to the Purchaser on or before delivery to the Closing Date (unless otherwise specified below or waived by Agent of the Purchaser):following:
(ia) a certificate certified copies of an officer of each Seller, dated the Closing Date certifying (A) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-lawslaws of each of the Seller, each as in effect on the date TRI and Eagle Crest and certified copies of such certificate; (B) that attached thereto is a true and complete copy of a resolution resolutions adopted by its board their respective Boards of directors Directors authorizing the execution, delivery and performance of this Agreement and the Transaction Facility Documents to which it such entity is a party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any together with evidence of the Transaction Documents to which it is party, (D) a certificate authority and specimen signatures of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in individuals who signed this Agreement and the other Transaction Documents, as applicable, are true and correct as Facility Documents on behalf of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurredsuch entity;
(iib) certified copies of the articles of incorporation and by-laws of WorldMark;
(c) a written search report from a Person satisfactory to the Agent listing all effective financing statements that name the Seller or either Originator as "debtor" or "assignor" covering the States of Washington and Oregon and such other jurisdictions as the Agent may require, together with copies of such financing statements; and no such financing statements shall cover any portion of the Assigned Collateral;
(d) copies of this Agreement and each all financing statements on Form UCC-3, with evidence of filing thereon, releasing the Transaction Documents to which it is a party duly executed by its authorized signatories;
(iii) reports showing the results of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party;
(iv) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office, that are sufficient to perfect the interests of the Purchaser in the Purchased Assets as against creditors of the Sellers;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted to the Purchaser pursuant to the Sellers Security Agreement, as against creditors of the Sellers;
(vi) 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 it and which could constitute an Adverse Claim, together with, where applicable, copies Assigned Collateral;
(e) evidence satisfactory to the Agent that the assignment of the relevant Undivided Interests and the grant of a security interest in the Assigned Collateral has been duly perfected by the filing of all such UCC financing change statements and the taking of all such other or other discharge statements with additional acts as may be necessary, or in the registration particulars stamped thereon; andAgent's opinion, desirable to perfect the ownership interests of the Purchasers in the Undivided Interests and security interest in the Assigned Collateral in all jurisdictions, including, in the case of the Mortgage Loan Receivables, the recorded Mortgage Notes, Mortgages and Assignments required pursuant to Section 2.5;
(viif) all fees payable to the Agent on or prior to the Closing Date pursuant to Section 5.1;
(g) the opinion of Washington counsel to the Seller, TRI, and Eagle Crest, dated the Closing Date and addressed to the Agent and the Purchasers, substantially in the form attached hereto as Exhibit G;
(h) the opinion of Oregon counsel to the Seller, TRI and Eagle Crest dated the Closing Date and addressed to the Agent and the Purchasers, substantially in the form attached hereto as Exhibit H;
(i) the opinion of Nevada counsel to the Seller, dated the Closing Date, substantially in the form attached hereto as Exhibit I;
(j) such other approvalsdocuments, opinions, or other documents certificates and opinions as the Agent or any Purchaser may reasonably request.
Appears in 1 contract
Samples: Receivables Transfer Agreement (Trendwest Resorts Inc)
Conditions to Initial Purchase. (a) The obligation of the each ------------------------------ Purchaser to complete the initial Purchase on the Closing Date its Certificate shall be subject to the satisfaction of the conditions precedent that,
(a) the conditions precedent specified in the Purchase Agreement (other than those that relate to this Agreement) shall be satisfied;
(b) such Purchaser having shall have received a duly executed and authenticated Certificate registered in its name and in a Stated Amount equal to the amount set out opposite its name on Schedule I to this Agreement;
(c) such Purchaser shall have received the initial installment of the structuring fee set forth in the letter dated June 27, 1997, from CSFB to the Servicer; and
(d) such Purchaser shall have received an original (except as indicated below) counterpart of the following documents (each of which, if not in a form attached to this Agreement, shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the PurchaserRequired Person):
(i) the Pooling Agreement and the Purchase Agreement, each of which shall be in full force and effect, and all actions required to be taken under those documents in connection with the issuance of the Certificates shall have been taken;
(ii) a certificate of the Secretary, or an officer Assistant Secretary, of each Sellerof Transferor, dated the Closing Date certifying Guarantor, Servicer and Seller with respect to:
(A) that attached thereto is a true and complete copy copies of resolutions of its certificate Board of Directors (or, if applicable, its managing body) then in full force and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents Documents,
(B) the incumbency and signatures of those of its officers authorized to which it is partyact with respect to the Transaction Documents, and that such resolution has not been modified, rescinded or amended and is in full force and effect; and
(C) as to the incumbency and true specimen signature of each attached copies of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance incorporation and by-laws (or equivalent) issued in its jurisdiction of incorporationor, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as if applicable, are true and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurred;
(ii) copies of this Agreement and each of the Transaction Documents to which it is a party duly executed by its authorized signatorieslimited liability company operating agreement);
(iii) reports showing a certificate of an Authorized Officer of Transferor as to the results satisfaction of searches conducted against it under applicable personal property security registers the conditions precedent set forth in Section 5.2, and ----------- a certificate of Transferor that the Provinces where it has its head office representations and registered office warranties of the Transferor set out in this agreement are true and where correct in all material respects as of the Purchased Assets are located, together with executed copies date of all discharges such initial purchase and that no Early Amortization Event or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyUnmatured Early Amortization Event exists;
(iv) a copy certificate of verifications statements or other filings filed an Authorized Officer of Seller and Servicer as to the satisfaction of the conditions precedent set forth in the Provinces where it has its head office Purchase Agreement and registered officePooling Agreement, respectively, and a certificate of Seller and Servicer that the representations and warranties set out in the Purchase Agreement and Pooling Agreement, respectively, are sufficient to perfect the interests true and correct in all material respects as of the Purchaser in the Purchased Assets as against creditors date of the Sellerssuch initial purchase and that no Early Amortization Event or Unmatured Early Amortization Event exists;
(v) a copy certificate of verifications statements or other filings filed an appropriate officer of Trustee stating that the Pooling Agreement has been duly authorized, executed and delivered by Trustee and the Certificates have been duly authenticated by Trustee in accordance with the Provinces where it has its head office Pooling Agreement and registered office and where the Seller Collections Accounts are located, that are sufficient an opinion of counsel to perfect the security interests in the Seller Collections Accounts granted Trustee as to the Purchaser pursuant to the Sellers Security Agreement, as against creditors of the Sellersrelated matters;
(vi) executed the Purchase Report for the Initial Purchase Date;
(vii) copies of each document delivered to Transferor by Seller pursuant to Article IV of the Purchase Agreement, in form and substance satisfactory to each Purchaser;
(viii) results of recent searches of the UCC filing records and tax and ERISA and judgment lien records in each jurisdiction in which a filing referred to in subsection (ix) is to be made for filings against --------------- Seller (including any predecessors in interest to Seller going back five years) and Transferor, showing no filings of record that cover any of the Receivables or the other Transferred Assets other than (i) the financing statements referred to in subsection (ix) (to the extent shown in the --------------- searches) and (ii) any other filings as to which the Purchasers have received signed UCC-3 termination statements or pay-off letters in form and substance satisfactory to them;
(ix) confirmation satisfactory to the Purchasers that (x) the following, as applicable, have been placed with Lexis Document Services or another filing service selected by the Purchasers for filing, the filing to occur on or before the Closing Date and (y) any filing fees and indebtedness taxes necessary to perfect or protect true security interests by means of such filings have been paid in full:
(A) UCC financing statements naming each Obligor, as seller/debtor, and Seller, as secured party/purchaser, in each office where the filing is necessary for the perfection of the sales or pledges of Receivables and Related Assets by such Obligor to Seller;
(B) assignments of such existing UCC financing statements to Transferor, as assignee of the secured party, and further to Trustee, as further assignee of the secured party, in each office where the filing is necessary for the perfection of the sales or pledges of Receivables and Related Assets by each Obligor to Seller;
(C) UCC financing statements naming Seller, as seller/debtor, and Transferor, as secured party/purchaser, in each office where the filing is necessary for the perfection of the sales or contribution of Receivables and Related Assets by Seller to Transferor;
(D) assignments of such existing UCC financing statements to Trustee, as assignee of the secured party, in each office where the filing is necessary for the perfection of the sales of Receivables and Related Assets by Seller to Transferor; and
(E) UCC financing statements naming Transferor, as seller/debtor, and Trustee, as secured party/purchaser, in each office where the filing is necessary for the perfection of the transfers of Receivables and other Transferred Assets by Transferor to Trustee;
(x) opinions of counsel to Transferor as to certain corporate and securities matters concerning Seller, Guarantor, Federal and state tax and UCC matters, state licensing and tariffs, true sale and non-consolidation issues, addressed to the Purchasers and Trustee, and in each case as to the matters and in such form and substance as shall be reasonably satisfactory to the Purchasers and Trustee;
(xi) evidence, reasonably satisfactory to the Purchasers, of the payment of all discharges taxes, fees and releasesother governmental charges, if any, necessary incidental 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 it and which could constitute an Adverse Claim, together with, where applicable, copies issuance of the relevant financing change statements Certificates and to the consummation of the transactions contemplated hereunder and under the Pooling Agreement;
(xii) solvency certificates of the chief financial officer of Seller and Guarantor, which certificate shall be addressed to the Purchasers and shall be in form and substance reasonably satisfactory to the Purchasers;
(xiii) such sublicenses and assignments as the Purchasers shall require with regard to all computer and data recovery software used by Servicer or other discharge statements Seller in connection with the registration particulars stamped thereonservicing of the Transferred Assets, which sublicenses and assignments will permit any substitute Servicer to use such software; and
(viixiv) such any other approvalsinformation, opinionscertificates, or other opinions and documents as the Purchaser Purchasers reasonably may reasonably request. If the conditions specified above have not been fulfilled on the date hereof, any condition specified in this Agreement shall not have been fulfilled when and as required in this Agreement or waived by the Purchasers, in each case a Purchaser's obligations to purchase the Certificates pursuant to this Agreement may be terminated by notice to Transferor. Nothing in this paragraph shall operate to relieve Transferor from any of its obligations hereunder or otherwise waive any of the Purchasers' rights against Transferor.
Appears in 1 contract
Samples: Certificate Purchase Agreement (Healthcare Financial Partners Inc)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class C Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class C Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class C Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class C Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class C Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class C Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Purchaser; and
Appears in 1 contract
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class B Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class B Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class B Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class B Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class B Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class B Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx'x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx'x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx'x and A or higher by S & P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Purchaser; and
(v) the duly executed Class B Note(s) registered in the name of each Agent as nominee on behalf of the Class B Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class B Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Xxxxx'x, S&P or any other nationally recognized rating agency rating its Commercial Paper Notes.
Appears in 1 contract
Conditions to Initial Purchase. (a) The obligation of the initial Purchaser to complete the Purchase its initial Purchase Class B Note on the Initial Closing Date shall be subject to the Purchaser having satisfaction of the conditions precedent that (x) the Agent shall have received, for the account of such Purchaser, a duly executed and authenticated Class B Note registered in its name and in an initial principal amount equal to its Percentage of $97,960,250.83, (y) the Agent and its affiliates shall have received certain fees and expenses (as described in the following fee letter dated as of September 22, 1997 from the Agent to the Administrator and XX XX) and (z) the Agent shall have received an original (except as indicated below) counterpart of the following:
(a) the Indenture, the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement and the Administration Agreement (together with this Agreement and the Class B Notes, the "Basic Documents"), each of which shall be in full force and effect, and all actions required to be taken under those documents in form connection with the issuance of the Class B Notes shall have been taken;
(b) a certificate of the Secretary, or an Assistant Secretary, of each of Case Credit and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):XX XX with respect to:
(i) a certificate attached copies of an officer of each Seller, dated the Closing Date certifying (A) that attached thereto is a true and complete copy resolutions of its certificate Board of Directors then in full force and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement the Basic Documents,
(ii) the incumbency and signatures of those of its officers authorized to act with respect to the Basic Documents and
(iii) attached copies of its certificate of incorporation and by-laws;
(c) the following opinions addressed to the Agent and the Transaction Documents to which it is partyPurchasers, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) each case as to the incumbency matters and true specimen signature of each of its officers executing this Agreement or any of in such form and substance as shall be satisfactory to the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement Agent and the other Transaction DocumentsPurchasers:
(i) opinions of Xxxxx, Xxxxx & Xxxxx as applicableto certain corporate and securities matters, are true sale and correct as of the date hereof in all material respects, and (G) that as at the date hereof no Servicer Termination Event has occurrednon-consolidation;
(ii) copies an opinion of this Agreement and each of the Transaction Documents Xxxx Xxxx, senior counsel to which it is a party duly executed by its authorized signatoriesCase Corporation, as to certain corporate matters;
(iii) reports showing the results an opinion of searches conducted against it under applicable personal property security registers in the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating Xxxxx & Xxxxxxx as to Purchased Assets that are then to be sold hereundercertain UCC matters; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party;and
(iv) a copy an opinion of verifications statements or other filings filed in the Provinces where it has its head office Xxxxxxxx, Xxxxxx & Finger as to certain Delaware business trust and registered office, that are sufficient to perfect the interests of the Purchaser in the Purchased Assets as against creditors of the SellersUCC matters;
(vd) a an executed copy of verifications statements or other filings filed ISDA Swap Agreement, dated the Closing Date, between the initial Purchaser and Case Credit, including the Schedule thereto and the initial Confirmation thereunder, in the Provinces where it has its head office form and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted substance satisfactory to the initial Purchaser and the Agent;
(e) photocopies of each UCC financing statement being filed pursuant to the Sellers Security Agreement, as against creditors Basic Documents in connection with the transactions occurring on the Initial Closing Date and of the Sellers;
(vi) executed copies results of all discharges and releases, if any, necessary to discharge or release all security interests, hypothecs and other rights or interest of any Person UCC record searches conducted in the Related Rights, previously granted by or through it and which could constitute an Adverse Claim, together with, where applicable, copies of the relevant financing change statements or other discharge statements connection with the registration particulars stamped thereonthose transactions; and
(viif) such any other approvalsinformation, opinionscertificates, or other opinions and documents as the Purchaser Agent may have reasonably requestrequested.
Appears in 1 contract
Conditions to Initial Purchase. The following shall be conditions precedent to the initial purchase of the Equipment Loan Notes or Receivables Notes, as applicable, by the Equipment Loan Note Purchasers or Receivables Note Purchasers, as applicable:
(a) The obligation the representations and warranties of the Purchaser Issuer, the Servicer and the Transferor set forth or referred to complete in Article 4 and all representations and warranties of the initial Sellers set forth in the Purchase Agreement shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no Rapid Amortization Event or Event of Default, and no event that, after the giving of notice or the lapse of time (or both), would constitute a Rapid Amortization Event or Event of Default, shall have occurred and be continuing on the Closing Date;
(b) the Applicable Margin Fee Letter shall have been executed and delivered by the Issuer to each Agent;
(c) the Equipment Loan Notes and the Receivables Notes shall have been duly issued in accordance with the Indenture;
(i) the Transferor, the Servicer or the Issuer, as applicable, shall have paid all fees payable on the Closing Date to the Purchaser having Administrative Agent and each Agent, as applicable (for its own account or for the accounts of the initial Note Purchasers), described in the Applicable Margin Fee Letter and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and the Note Purchasers payable by the Transferor or the Issuer, as applicable, to the extent provided herein, in connection with the transactions contemplated hereby and (ii) all fees payable on the Closing Date described in the Fee Letter shall have been paid; and
(e) the Administrative Agent and each Agent on behalf of the Note Purchasers shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to each Agent and the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Administrative Agent:
(i) a certificate an Officer’s Certificate of an officer the Servicer confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clause (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GServicer only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies of this Agreement and each an Officer’s Certificate of the Transaction Documents Transferor confirming the satisfaction of the conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of the Transferor only) and (d) above;
(iii) reports showing an Officer’s Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office Issuer only) and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured party(c) above;
(iv) a copy of verifications statements (A) the certificate of formation and limited liability company agreement or other filings filed in the Provinces where it has trust agreement, as applicable, of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of the SellersIssuer, the Transferor and the Servicer, certified by its authorized officer, (B) the Trust Agreement and an incumbency certificate with respect to officers of the Owner Trustee executing any of the Related Documents on the Closing Date on behalf of the Issuer and (C) resolutions of the Board of Managers (or an authorized committee thereof) of each of the Transferor and the Servicer with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreement, as against creditors legal existence and good standing of each of the SellersServicer as a Delaware limited liability company and of Transferor as a Delaware limited liability company;
(vi) the favorable written opinions of counsel for the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer, addressed to the Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, no conflicts with any applicable law or other agreements, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Issuer, the Owner Trustee, the Indenture Trustee, the Transferor and the Servicer is party, true sale/non-consolidation, perfection and priority of security interest matters, tax characterization of the Issuer and the Notes and such other matters as the Administrative Agent or its counsel may reasonably request;
(vii) the favorable written opinions of counsel for the Insurer, addressed to the Administrative Agent, each Agent and each Note Purchaser, dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Basic Documents to which the Insurer is party;
(viii) evidence of the due execution and delivery by the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee of the Related Documents to which each is party;
(ix) an executed copies copy of all discharges each of the Transfer and releasesServicing Agreements, the Indenture, the Trust Agreement, the Administration Agreement, the Control Agreement and each of the other Basic Documents;
(x) a certificate of the Indenture Trustee as to the establishment of certain accounts as provided in the Pooling and Servicing Agreement;
(xi) the duly executed Equipment Loan Note(s) registered in the name of each Agent as nominee on behalf of the Equipment Loan Note Owners in its Purchaser Group or, if anyrequested by such Agent, 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 it and which could constitute an Adverse Claim, together with, where applicable, copies name of the relevant Primary Purchaser;
(xii) the duly executed Receivables Note(s) registered in the name of each Agent as nominee on behalf of the Receivables Note Owners in its Purchaser Group or, if requested by such Agent, in the name of the relevant Primary Purchaser;
(xiii) evidence satisfactory to the Administrative Agent that financing change statements duly executed or otherwise authorized by ALS, each Seller, Alliance Equipment Receivables and the Issuer or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, or any Agent or Note Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other discharge amounts required to be paid in connection therewith have been paid;
(xiv) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Closing Date, listing all effective financing statements which name ALS or any Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the financing statements referred to in clause (xiii) above were or are to be filed, together with copies of such financing statements (none of which, other than financing statements naming the registration particulars stamped thereonparty under the Related Documents to which transfers (including grants of security interests) thereunder purport to have been made shall cover any of the property purported to be conveyed thereunder);
(xv) evidence satisfactory to the Administrative Agent that the Notes are rated Aaa by Moody’s with shadow ratings of Baa2 and AAA by Standard & Poor’s with shadow ratings of BBB;
(xvi) evidence satisfactory to each initial CP Conduit that its purchase of Equipment Loan Notes and Equipment Loan Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies;
(xvii) evidence satisfactory to each initial CP Conduit that its purchase of Receivables Notes and Receivables Advance Increases hereunder (if any) will not result in a reduction or withdrawal of the rating of its Commercial Paper by the Rating Agencies; and
(viixviii) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Note Purchaser may reasonably request.
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Laundry Systems LLC)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class B Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class B Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class B Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class B Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class B Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class B Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Moody's and AAA by S&P, that the Class B Notes are rated Aa2 or xxxxxx by Moody's and AA or higher by S&P, and that the Class C Notes are xxxxx X2 or higher by Moody's and A or higher by S&P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Class B Purchaser; and
(v) the duly executed Class B Note(s) registered in the name of each Agent as nominee on behalf of the Class B Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class B Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody's, S&P or any other nationally recognized rating agency rating xxx Xxxmercial Paper Notes.
Appears in 1 contract
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer's Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer's Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer's Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class A-2 Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class A-2 Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class A-2 Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class A-2 Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class A-2 Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class A-2 Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Moody's and AAA by S&P, that the Class B Notes are rated Aa2 or xxxxxx by Moody's and AA or higher by S&P, and that the Class C Notes are xxxxx X2 or higher by Moody's and A or higher by S&P;
(ii) a certificate xx xxx Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a "field report" from RSM McGladrey, Inc. in form and substance acceptable to each Class A-2 Purchaser; and
(v) the duly executed Class A-2 Note(s) registered in the name of each Agent as nominee on behalf of the Class A-2 Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class A-2 Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Moody's, S&P or any other nationally recognized rating agency rating xxx Xxxmercial Paper Notes.
Appears in 1 contract
Samples: Class a 2 Note Purchase Agreement (Americredit Corp)
Conditions to Initial Purchase. Part I. The following shall be conditions precedent to the effectiveness of the amendment and restatement of this Agreement:
(a) The obligation the representations and warranties of AFC, AmeriCredit and the Purchaser Issuer set forth or referred to complete the initial Purchase in Article 4 hereof shall be true and correct in all material respects on the Closing Date as though made on and as of the Closing Date (except for representations and warranties which relate to a specific date, which shall be subject true and correct as of such date), and no event which of itself or with the giving of notice or lapse of time, or both, would constitute a Termination Event shall have occurred and be continuing on the Closing Date;
(b) a Supplemental Fee Letter shall have been executed and delivered by the Sellers to the Purchaser having Administrative Agent and each Agent, as applicable; and
(c) the Administrative Agent and the Agents shall have received on the Closing Date the following documents items, each of which shall be in form and substance satisfactory to the Purchaser on or before the Closing Date (unless otherwise specified below or waived by the Purchaser):Agents:
(i) a certificate an Officer’s Certificate of an officer AFC confirming the satisfaction of each Seller, dated the Closing Date certifying conditions set forth in clauses (Aa) that attached thereto is a true and complete copy of its certificate and articles of incorporation and any amendments thereto, and its by-laws, each as in effect on the date of such certificate; (B) that attached thereto is a true and complete copy of a resolution adopted by its board of directors authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is party, and that such resolution has not been modified, rescinded or amended and is in full force and effect; (C) as to the incumbency and true specimen signature of each of its officers executing this Agreement or any of the Transaction Documents to which it is party, (D) a certificate of compliance (or equivalent) issued in its jurisdiction of incorporation, and an equivalent certificate from the appropriate authority in each other jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, each to be certified as of a recent date, (E) that it is not Insolvent, (F) that all representations and warranties provided by it set forth in this Agreement and the other Transaction Documents, as applicable, are true and correct as of the date hereof in all material respects, and (GAFC only) that as at the date hereof no Servicer Termination Event has occurredabove;
(ii) copies an Officer’s Certificate of this Agreement and each AmeriCredit confirming the satisfaction of the Transaction Documents conditions set forth in clauses (a) (as to which it is a party duly executed by its authorized signatoriesrepresentations and warranties of AmeriCredit only) above;
(iii) reports showing an Officer’s Certificate of the results Issuer confirming the satisfaction of searches conducted against it under applicable personal property security registers the conditions set forth in clauses (a) (as to representations and warranties of the Provinces where it has its head office and registered office and where the Purchased Assets are located, together with executed copies of all discharges or releases of prior security interests relating to Purchased Assets that are then to be sold hereunder; provided that it may establish that any particular registration does not affect any such Purchased Assets by delivering a letter or acknowledgment signed by the applicable secured partyIssuer only) above;
(iv) a copy of verifications statements or other filings filed in (A) the Provinces where it has charter and by-laws of, and an incumbency certificate with respect to its head office and registered office, that are sufficient to perfect the interests officers executing any of the Purchaser in Related Documents on the Purchased Assets as against creditors Closing Date on behalf of, each of AmeriCredit and AFC, certified by its authorized officer, and (B) resolutions of the SellersBoard of Directors (or an authorized committee thereof) of each of AmeriCredit and AFC with respect to the Related Documents to which it is party, certified by its authorized officer;
(v) a copy of verifications statements or other filings filed in the Provinces where it has its head office and registered office and where the Seller Collections Accounts are located, that are sufficient to perfect the security interests in the Seller Collections Accounts granted certificate issued no earlier than 30 days prior to the Purchaser pursuant to Initial Closing Date by an appropriate Governmental Authority evidencing the Sellers Security Agreementlegal existence and good standing of each of AFC, as against creditors of the SellersIssuer and AmeriCredit;
(vi) the favorable written opinions of counsel for AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, addressed to the Administrative Agent and each Agent and Class B Purchaser, or accompanied by a letter providing that the Administrative Agent and each Agent and Class B Purchaser may rely on such opinions as if they were addressed to them, and dated the Closing Date, covering general corporate matters, the due execution and delivery of, and the enforceability of, each of the Related Documents to which the AFC, AmeriCredit, the Issuer, the Trust Collateral Agent, the Backup Servicer, the Owner Trustee and the Trustee, (individually or in any other capacity) is party, true sale, bankruptcy, bank insolvency, security interest and tax matters and such other matters as the Administrative Agent or any Agent may request;
(vii) evidence of the due execution and delivery by each of the Owner Trustee and the Trustee of the Related Documents to which each is party;
(viii) an executed copy of the Sale and Servicing Agreement, the Indenture, the Custodial Agreement, the Lockbox Agreement, the Trust Agreement and the Master Sale and Contribution Agreement;
(ix) evidence satisfactory to the Administrative Agent that financing statements duly executed by AmeriCredit, the Issuer and AFC or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent or any Agent or Class B Purchaser, desirable under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law to perfect the transfers (including grants of security interests) under the Related Documents have been delivered and, if appropriate, have been duly filed or recorded and that all filing fees, taxes or other amounts required to be paid in connection therewith have been paid;
(x) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Administrative Agent), dated a date reasonably near to the Initial Closing Date, listing all discharges effective financing statements which name AmeriCredit, the Issuer and releasesAFC (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which the statements referred to in clause (x) above were or are to be filed, if anytogether with copies of such financing statements (none of which, necessary other than financing statements naming the party under the Related Documents to discharge or release all which transfers (including grants of security interests, hypothecs and other rights or interest of ) thereunder purport to have been made shall cover any Person in the Related Rights, previously granted by or through it 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 thereonproperty purported to be conveyed thereunder); and
(viixi) such other approvalsadditional documents, opinionsinstruments, certificates or other documents letters as the Administrative Agent or any Agent or Class B Purchaser may reasonably request.
(d) the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall have been duly issued in accordance with the Sale and Servicing Agreement and the Indenture and the Reserve Account and Collateral Account shall have been established with the Trustee;
(e) the Sellers shall have paid all fees payable on or before the date of such borrowing to the Administrative Agent (for its own account or for the account of the initial Class B Purchasers and Agents) described in the Supplemental Fee Letters and all reasonable and appropriately invoiced costs and expenses of the Administrative Agent and the initial Agents and Class B Purchasers payable by the Sellers, to the extent provided herein, in connection with the transactions contemplated hereby;
(f) the Administrative Agent and the Agents shall have received the following:
(i) evidence satisfactory to the Administrative Agent and the initial Agent that the Class A-1 Notes and the Class A-2 Notes are rated Aaa by Xxxxx’x and AAA by S&P, that the Class B Notes are rated Aa2 or higher by Xxxxx’x and AA or higher by S&P, and that the Class C Notes are rated A2 or higher by Xxxxx’x and A or higher by S&P;
(ii) a certificate of the Trustee as to the establishment of certain accounts as provided in the Sale and Servicing Agreement and the Indenture;
(iii) a “field report” from RSM McGladrey, Inc. in form and substance acceptable to each Class B Purchaser; and
(v) the duly executed Class B Note(s) registered in the name of each Agent as nominee on behalf of the Class B Owners in its Purchaser Group.
(g) evidence satisfactory to each initial CP Conduit that its purchase of Class B Notes hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper Notes by Xxxxx’x, S&P or any other nationally recognized rating agency rating its Commercial Paper Notes.
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