Common use of Conditions to Initial Purchase Clause in Contracts

Conditions to Initial Purchase. The obligation of each Purchaser to Purchase its Certificate shall be subject to the satisfaction of the conditions precedent that (a) the conditions precedent specified in Section 4.1 of the Purchase Agreement and Sections 5.1 and 5.2 of the Class B Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Agent shall have received, for the account of such Purchaser, 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) the Agent shall have received from the Transferor (i) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (ii) an arrangement fee in the amount of $350,000 ($100,000 of which the Agent hereby acknowledges has already been paid) (the "Arrangement Fee"); and such Purchaser shall have received from the Transferor (x) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (y) a fee (the "Commitment Fee") equal to the Stated Amount for its Certificate multiplied by 0.55%; (d) the Agent shall have received, for the account of such Purchaser, an original (except as indicated below) counterpart of the following (each of which, if not in a form attached to this Agreement, shall be in form and substance satisfactory to the Agent): (i) the Pooling Agreement, the Purchase Agreement and the Guaranty, 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) photocopies of each Account Agreement;

Conditions to Initial Purchase. The obligation purchase by the Initial Purchasers of each Purchaser to Purchase its Certificate shall be the Notes on the Initial Funding Date is subject to the satisfaction of the conditions precedent thatset forth in Section 2.11 of the Indenture and of the following conditions (any or all of which (except Section 4.01 (c)) may be waived by unanimous consent of the Agents in the Agents' sole discretion): (a) the conditions precedent specified in Section 4.1 Each of the Purchase Agreement and Sections 5.1 and 5.2 of the Class B Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Agent shall have received, for the account of such Purchaser, 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) the Agent shall have received from the Transferor (i) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (ii) an arrangement fee in the amount of $350,000 ($100,000 of which the Agent hereby acknowledges has already been paid) (the "Arrangement Fee"); and such Purchaser shall have received from the Transferor (x) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (y) a fee (the "Commitment Fee") equal to the Stated Amount for its Certificate multiplied by 0.55%; (d) the Agent shall have received, for the account of such Purchaser, an original (except as indicated below) counterpart of the following (each of which, if not in a form attached to this Agreement, Transaction Documents shall be in form full force and substance satisfactory to effect and all consents, waivers and approvals necessary for the Agent): (i) consummation of the Pooling Agreement, transactions contemplated by the Purchase Agreement Transaction Documents shall have been obtained and the Guaranty, each of which shall be in full force and effect, and all actions required other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be taken under those documents reasonably satisfactory in connection with all respects to the issuance Initial Purchasers, the Financial Institutions and the Agents, and each of the Certificates parties to such agreements shall have been takenfurnished to each of the Initial Purchasers, the Financial Institutions and the Agents all documents and information that any of them or their counsel may reasonably request to enable them to pass on such matters. (b) Each of the representations and warranties contained in this Agreement, the Indenture, the Contribution Agreement, the Sale and Servicing Agreement, and the other Transaction Documents made by each of the parties to such agreements shall be true and correct in all material respects as of the time of the Initial Funding Date as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time). (c) The Contributor and the Issuer and their affiliates shall be in compliance with each of the covenants contained in this Agreement, the Indenture, and the other Transaction Documents. (d) No Default, Event of Default, Servicer Event of Default or Termination Event has occurred and is continuing (both before and after giving effect to the purchases contemplated hereunder). (e) The Initial Purchasers and the Administrative Agent shall have received from each Transaction Party other than the Issuer, which shall deliver the certificate required under Section 2.11(d) of the Indenture, a certificate or certificates signed by any of the Chairman of the Board of Directors, the President, the Chief Financial Officer, any Vice President, the Treasurer or any Assistant Treasurer of such Person, dated the Initial Funding Date, in which such officer shall state that, to the best of his/her knowledge (i) the representations and warranties of such Person in this Agreement and any other Transaction Documents to which such Person is a party are true and correct in all material respects on and as of the Initial Funding Date, or, in the case of the representations and warranties of the Transaction Documents, on and as of the dates specified in such agreements, as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time); (ii) photocopies that such Transaction Party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Initial Funding Date; and (iii) no Event of each Account Agreement;Default, Servicer Event of Default, Default, or Termination Event shall have occurred and be continuing. (f) All accrued and unpaid fees owing to the Purchasers and the Agents under the Fee Letter shall have been paid.

Conditions to Initial Purchase. The obligation purchase by the Initial Purchasers of each Purchaser to Purchase its Certificate shall be the Notes on the Initial Funding Date is subject to the satisfaction of the conditions precedent thatset forth in Section 2.11 of the Indenture and of the following conditions (any or all of which (except Section 4.01(c)) may be waived by unanimous consent of the Agents in the Agents’ sole discretion): (a) the conditions precedent specified in Section 4.1 Each of the Purchase Agreement and Sections 5.1 and 5.2 of the Class B Certificate Purchase Agreement (other than those that relate to this Agreement) shall be satisfied; (b) the Agent shall have received, for the account of such Purchaser, 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) the Agent shall have received from the Transferor (i) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (ii) an arrangement fee in the amount of $350,000 ($100,000 of which the Agent hereby acknowledges has already been paid) (the "Arrangement Fee"); and such Purchaser shall have received from the Transferor (x) certain fees and reimbursement of any expenses referred to in Section 10.5 for which invoices have been presented and (y) a fee (the "Commitment Fee") equal to the Stated Amount for its Certificate multiplied by 0.55%; (d) the Agent shall have received, for the account of such Purchaser, an original (except as indicated below) counterpart of the following (each of which, if not in a form attached to this Agreement, Transaction Documents shall be in form full force and substance satisfactory to effect and all consents, waivers and approvals necessary for the Agent): (i) consummation of the Pooling Agreement, transactions contemplated by the Purchase Agreement Transaction Documents shall have been obtained and the Guaranty, each of which shall be in full force and effect, and all actions required other legal matters relating to the Transaction Documents and the transactions contemplated thereby, shall be taken under those documents reasonably satisfactory in connection with all respects to the issuance Initial Purchasers, the Financial Institutions and the Agents, and each of the Certificates parties to such agreements shall have been takenfurnished to each of the Initial Purchasers, the Financial Institutions and the Agents all documents and information that any of them or their counsel may reasonably request to enable them to pass on such matters. (b) Each of the representations and warranties contained in this Agreement, the Indenture, the Contribution Agreement, the Sale and Servicing Agreement, and the other Transaction Documents made by each of the parties to such agreements shall be true and correct in all material respects as of the time of the Initial Funding Date as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time). (c) The Contributor and the Issuer and their affiliates shall be in compliance with each of the covenants contained in this Agreement, the Indenture, and the other Transaction Documents. (d) No Default, Event of Default, Servicer Event of Default or Termination Event has occurred and is continuing (both before and after giving effect to the purchases contemplated hereunder). (e) The Initial Purchasers and the Administrative Agent shall have received from each Transaction Party other than the Issuer, which shall deliver the certificate required under Section 2.11(d) of the Indenture, a certificate or certificates signed by any of the Chairman of the Board of Directors, the President, the Chief Financial Officer, any Vice President, the Treasurer or any Assistant Treasurer of such Person, dated the Initial Funding Date, in which such officer shall state that, to the best of his/her knowledge (i) the representations and warranties of such Person in this Agreement and any other Transaction Documents to which such Person is a party are true and correct in all material respects on and as of the Initial Funding Date, or, in the case of the representations and warranties of the Transaction Documents, on and as of the dates specified in such agreements, as though made as of such time (except to the extent that they expressly relate to an earlier time, then such representations and warranties shall be true and correct as of such earlier time); (ii) photocopies that such Transaction Party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder or under the Transaction Documents at or prior to the Initial Funding Date; and (iii) no Event of each Account Agreement;Default, Servicer Event of Default, Default, or Termination Event shall have occurred and be continuing. (f) All accrued and unpaid fees owing to the Purchasers and the Agents under the Fee Letter shall have been paid.