Common use of Conditions to the Issuer’s Obligations Clause in Contracts

Conditions to the Issuer’s Obligations. This Agreement shall not obligate the Issuer to sell the Note, but shall govern the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note on the Closing Date is subject to the accuracy of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions: (a) On the Closing Date, each of the Related Documents shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Issuer shall have received a fully executed copy thereof; (b) The Issuer shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLP, special counsel for the Purchaser and from Kxxx Xxxxxxxxxxx, Esq., Senior Executive Vice President and General Counsel of Rochdale and the Purchaser, opinions dated the Closing Date, addressed to the Issuer, in form and substance satisfactory to the Issuer and its counsel; (c) At the Closing Date, the Issuer shall have received, in form and substance satisfactory to the Issuer and its counsel, a certificate, dated the Closing Date, of the President, Chief Executive Officer or any Vice President or other officer of the Purchaser in which each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder ; (d) All proceedings in connection with the transactions contemplated by this Agreement and each of the other Related Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Issuer, and the Issuer shall have received such information, certificates, opinions and documents as the Issuer may request; and (e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no proceedings shall have been instituted or threatened for that purpose. The Issuer may, in its sole discretion, waive compliance with any of the conditions contained in this Section 7 and any condition so waived shall be deemed to have been satisfied. If any of the foregoing conditions is not satisfied or waived on or before the Closing Date, the Issuer shall (except as otherwise specifically provided herein) be released and discharged from its obligations under or pursuant to this Agreement.

Conditions to the Issuer’s Obligations. This Agreement shall not obligate The obligations of the Issuer to sell provide the Note, but Company with the consideration provided for in the Specific Lease Acquisition Terms shall govern the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note on the Closing Date is be subject to the accuracy satisfaction of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions: (a) On the Closing Date, each All representations and warranties of the Related Documents shall have been duly authorizedCompany contained in Section 3.01 (a) and (b) of the Lease Acquisition Agreement and all information provided in any Series Lease Schedule or Amended Lease Schedule, executed and delivered by the parties theretoas applicable, shall be true and correct on the related Acquisition Date, all representations and warranties in full force Section 3.01 (c) hereof, shall be true and effect and no default shall exist thereundercorrect as of the Cut-off Date relating to any applicable Acquisition Date, and the Issuer Company shall have received a fully executed copy thereofdelivered to the Issuer, the Indenture Trustee, MBIA and each original purchaser of the Notes an officer's certificate to such effect; (b) The Issuer Company shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLPdelivered all other information theretofore required or reasonably requested by the Issuer to be delivered by the Company hereunder, special counsel for duly certified by an officer of the Purchaser and from Kxxx XxxxxxxxxxxCompany, Esq., Senior Executive Vice President and General Counsel of Rochdale and the Purchaser, opinions dated Company shall have substantially performed all other obligations required to be performed by the Closing Date, addressed to provisions of the Issuer, in form and substance satisfactory to the Issuer and its counselLease Acquisition Agreement; (c) At On or prior to the Closing applicable Acquisition Date, the Issuer Company shall have receiveddelivered the Lease Contracts to the Indenture Trustee and there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary in the opinion of the Issuer, in form order to establish and substance satisfactory to preserve the right, title and interest of the Issuer and its counsel, a certificate, dated in the Closing Date, of the President, Chief Executive Officer or any Vice President or other officer of the Purchaser in which each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder Lease Assets; (d) All proceedings in connection with On or before the transactions contemplated by this Agreement and each of the other Related Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to Initial Delivery Date, the Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee shall have entered into the Servicing Agreement; (e) All of the Notes shall be issued and sold on the applicable Delivery Date and the Issuer shall receive the full consideration due it upon the issuance of such Notes and the Issuer shall have received applied such informationconsideration, certificatesto the extent necessary, opinions and documents as to pay the Issuer may request; and (e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no proceedings shall have been instituted or threatened for that purpose. The Issuer may, in its sole discretion, waive compliance with any of the conditions contained in this Section 7 and any condition so waived shall be deemed to have been satisfied. If any of the foregoing conditions is not satisfied or waived on or before the Closing Date, the Issuer shall (except as otherwise specifically provided herein) be released and discharged from its obligations under or pursuant to this AgreementExisting Indebtedness.

Conditions to the Issuer’s Obligations. This Agreement shall not obligate The obligations of the Issuer to sell execute and deliver the Note, but shall govern Lease Asset Assignment to the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note Contributor on the Closing Date is pursuant to, and perform its obligations pursuant to, this Agreement shall be subject to the accuracy satisfaction of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions: (a) On All representations and warranties of the Contributor contained in Sections 3.01(b) and 3.01(c) hereof and all information provided in the Lease Schedule shall be true and correct on the Closing Date, each of with the Related Documents shall have same effect as though such representations and warranties had been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereundermade on such date, and the Issuer Contributor shall have received a fully executed copy thereofdelivered to the Issuer, the Trustee and each original purchaser of Notes an Officer's Certificate to such effect; (b) The Issuer All representations and warranties of the Contributor contained in Section 3.01(a) hereof shall be true and correct on the Closing Date with respect to the Lease Contracts listed on the Lease Schedule, with the same effect as though such representations and warranties had been made on such date, and the Contributor shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLP, special counsel for the Purchaser and from Kxxx Xxxxxxxxxxx, Esq., Senior Executive Vice President and General Counsel of Rochdale and the Purchaser, opinions dated the Closing Date, addressed delivered to the Issuer, in form the Trustee and substance satisfactory each original purchaser of Notes an Officer's Certificate to the Issuer and its counselsuch effect; (c) At The Contributor shall have delivered all other information theretofore required or reasonably requested by the Issuer to be delivered by the Contributor hereunder, duly certified by an officer of the Contributor, and the Contributor shall have substantially performed all other obligations required to be performed as of the Closing Date by the provisions of this Agreement; (d) On or prior to the Closing Date, the Issuer Contributor shall have received, delivered the Lease Contracts identified in form and substance satisfactory the Lease Schedule to the Issuer Trustee and, subject to Section 2.04 hereof, there shall have been made all filings, recordings and/or registrations, and its counselthere shall have been given, a certificateor taken, dated the Closing Date, of the President, Chief Executive Officer any notice or any Vice President or other officer similar action, as may be necessary in the opinion of the Purchaser in which each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder ; (d) All proceedings in connection with the transactions contemplated by this Agreement and each of the other Related Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Issuer, in order to establish and preserve the right, title and interest of the Issuer in such Lease Contracts and the Issuer shall have received such information, certificates, opinions and documents as the Issuer may request; andother Lease Assets; (e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no proceedings shall have been instituted or threatened for that purpose. The Issuer may, in its sole discretion, waive compliance with any of the conditions contained in this Section 7 and any condition so waived shall be deemed to have been satisfied. If any of the foregoing conditions is not satisfied or waived on On or before the Closing Date, the Issuer, the Servicer and the Trustee shall have entered into the Servicing Agreement; (f) The Notes shall be issued and sold on the Closing Date, and the Issuer shall receive the full consideration due it upon the issuance of the Notes, the Issuer shall have applied such consideration, to the extent necessary, to pay the related Existing Indebtedness; and (except as otherwise specifically provided hereing) be released The Contributor shall have executed and discharged from its obligations under or pursuant to this Agreementdelivered the Lease Asset Assignment.

Conditions to the Issuer’s Obligations. This Agreement shall not obligate the Issuer to sell the Note, but shall govern the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note on the Closing Date is subject to the accuracy of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions: (a) On the Closing Date, each of the Related Documents and/or Transaction Documents shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Issuer and Purchaser shall have received a fully executed copy thereof; (b) The Issuer shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLP, special counsel for the Purchaser and from Kxxx Xxxxxxxxxxx, Esq., Senior Executive Vice President and General Counsel of Rochdale (as defined below) and the Purchaser, opinions dated the Closing Date, addressed to the Issuer, in form and substance satisfactory to the Issuer and its counsel; (c) At On the Closing Date, the Issuer shall have received, in form and substance satisfactory to the Issuer and its counsel, a certificate, dated the Closing Date, of the President, Chief Executive Officer or any Vice President or other officer of the Purchaser in which each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder ; (d) All proceedings in connection with the transactions contemplated by this Agreement and each of the other Related Documents and/or Transaction Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Issuer, and the Issuer shall have received such information, certificates, opinions and documents as the Issuer may reasonably request; and (e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no proceedings shall have been instituted or threatened for that purpose. The Issuer may, in its sole discretion, waive compliance with any of the conditions contained in this Section 7 and any condition so waived shall be deemed to have been satisfied. If any of the foregoing conditions is not satisfied or waived on or before the Closing Date, the Issuer shall (except as otherwise specifically provided herein) be released and discharged from its obligations under or pursuant to this Agreement.

Conditions to the Issuer’s Obligations. This Agreement shall not obligate The obligations of the Issuer to sell provide the Note, but Company with the consideration provided for herein shall govern the issuance of the Note by the Issuer on the Closing Date. Notwithstanding the foregoing, it is understood that the issuance by the Issuer of the Note on the Closing Date is be subject to the accuracy satisfaction of the representations and warranties herein made on the part of the Purchaser, to the accuracy of the statements of the officers of the Purchaser made pursuant to the provisions hereof, to the performance by the Purchaser of its obligations hereunder and to the following conditions: (a) On All representations and warranties of the Company and all information provided in any Loan Schedule shall be true and correct on the Closing Date, each of the Related Documents shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Issuer shall have received a fully executed copy thereof; (b) The Issuer shall have received from Mxxxxxxxxx MxXxxxxxx Xxxxxx & Rxxxxx LLP, special counsel for the Purchaser and from Kxxx Xxxxxxxxxxx, Esq., Senior Executive Vice President and General Counsel of Rochdale and the Purchaser, opinions dated On or prior to the Closing Date, addressed the Company shall have delivered to the IssuerCustodian the original Loan Contracts, the Certificates of Title or the Applications for Certificates of Title and a power of attorney and such other documents that would be sufficient to permit the Indenture Trustee to submit for retitling in form the Indenture Trustee's name any Certificate of Title, and substance satisfactory to there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary in the opinion of the Issuer and its counselMBIA, in order to establish and preserve the right, title and interest of the Issuer in the Loan Assets; (c) At On or prior to the Closing DateClosing, the Issuer Custodian shall have received, in form and substance satisfactory to received the Issuer and its counsel, a certificate, dated the Closing Date, of the President, Chief Executive Officer or any Vice President or other officer of the Purchaser in which Custodial Files for each such officer shall state that: (i) with respect to the Purchaser only, the representations and warranties of the Purchaser in this Agreement are true and correct on and as of the Closing Date, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct as of such other date; and (ii) the Purchaser has complied with all agreements and satisfied all conditions on its part required to be performed or satisfied hereunder Loan Contract; (d) All proceedings in connection with the transactions contemplated by this Agreement and each of the other Related Documents and all documents incident hereto or thereto shall be satisfactory in form and substance to the Issuer, and the Issuer shall have received such information, certificates, opinions and documents as the Issuer may request; and (e) No order suspending the sale of the Note or the securities in connection with the Offering in any jurisdiction shall have been issued and no proceedings shall have been instituted or threatened for that purpose. The Issuer may, in its sole discretion, waive compliance with any of the conditions contained in this Section 7 and any condition so waived shall be deemed to have been satisfied. If any of the foregoing conditions is not satisfied or waived on On or before the Closing Date, the Issuer, the Servicer, the Back-Up Servicer, the Custodian and the Indenture Trustee shall have entered into the Indenture and the Servicing Agreement, as applicable; (e) The Notes shall be issued and sold on the Closing Date and the Issuer shall receive the full consideration due it upon the issuance of such Notes; (except as otherwise specifically provided hereinf) The Company shall have delivered all other information theretofore required or reasonably requested by the Issuer to be released delivered by the Company hereunder, duly certified by an officer of the Company, and discharged from its the Company shall have substantially performed all other obligations under required to be performed by the provisions of this Loan Sale Agreement; and (g) No Default, Event of Default, Reserve Account Increase Event, Re-Xxxxxxx Trigger or pursuant Servicer Event of Default shall have occurred with respect to this Agreementany of the Notes.