Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.
Acquisition Documents As of the Closing Date: (a) Borrower has furnished Bank with true, correct and complete execution copies of all Acquisition Documents. Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of each Acquisition Document to which it is a party. (b) Borrower has complied with all applicable federal, state, provincial and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Acquisition and all applicable waiting periods with respect to the transactions contemplated by the Acquisition Documents have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required to be made prior to the closing of the Acquisition in connection with the execution, delivery and performance by Borrower, and to Borrower’s best knowledge, each other party to the Acquisition Documents to which Borrower or such other Person is a party, have been obtained and will be in full force and effect, and, to the knowledge of Borrower, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, material contract, instrument, any judgment, order or decree, to which Borrower is a party or by which it or its properties are bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) Borrower has not granted a collateral assignment of, or a security interest over the Acquisition Documents (other than in favor of Bank) and Borrower has not sold, transferred or assigned any Acquisition Document to any Person (other than to or in favor of Bank). (f) No Acquisition Document to which Borrower is a party has been modified, amended, altered or changed in any manner except in compliance with Section 7.12 of this Agreement, and to Borrower’s best knowledge, there are no unwaived defaults existing under the Acquisition Documents by Borrower that is a party thereto, or, to the best of the knowledge of Borrower, by any other party thereto.
Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.
Amendments to Transaction Documents Without the consent of the Agent, amend, modify or otherwise change any of the terms or provisions of any Transaction Document other than (i) supplements identifying Solar Loans to be transferred in connection with each transfer of Solar Loans and the related Solar Assets from time to time in accordance with the Sale and Contribution Agreement or this Agreement, (ii) amendments, supplements or other changes in accordance with the terms of the applicable Transaction Document, and (iii) amendments, supplements or other changes with respect to exhibits and schedules to any Transaction Document that would not reasonably be expected to have a material adverse effect on the value, enforceability, or collectability of the Collateral or adversely affect Collections.
Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.
Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Agreement to Deliver Documents For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:— (i) promptly upon reasonable demand by Party B, and (ii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. (b) Other documents to be delivered are:— Party B Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to this Agreement and each Credit Support Document (if any) signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. Concurrently with the execution and delivery of this Agreement. Yes Party A and Party B Incumbency Certificate (or, if available the current authorized signature book or equivalent authorizing documentation) specifying the names, titles, authority and specimen signatures of the persons authorized to execute this Agreement which sets forth the specimen signatures of each signatory to this Agreement, each Confirmation and each Credit Support Document (if any) signing on its behalf. Concurrently with the execution and delivery of this Agreement unless previously delivered and still in full force and effect. Yes Party A and B An opinion of counsel to such party reasonably satisfactory in form and substance to the other party, and, in the case of Party B, opinions of counsel relating to the Trust Agreement and other deal documents reasonably satisfactory in form and substance to the Party A. Concurrently with the execution and delivery of the Confirmation unless previously delivered and still in full force and effect. No Party B An executed copy of the Trust Agreement. Within 30 days after the date of this Agreement. No Party B Each material amendment, supplement or waiver of the Trust Agreement, as proposed from time to time, or any other amendment or modification of the Trust Agreement that requires the written consent of Party A under the terms of the Trust Agreement. Promptly upon learning of any proposed amendment, supplement or waiver. No
Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.
Transfer Documents In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”
Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.
