Conditions Precedent to All Purchases. (a) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller, in each case on the Closing Date, shall be subject to the satisfaction of the following conditions precedent that:
(i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
(ii) the Seller shall have delivered to the Intermediate Seller and the Buyer duly completed Loan Lists that are true, accurate and complete in all respects as of the Closing Date, which lists are made a part of this Agreement.
(b) The obligation of the Intermediate Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Intermediate Seller on any Purchase Date after the Closing Date shall be subject to the satisfaction of the following conditions precedent that:
(i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Intermediate Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as of such date as though made on and as of such date and shall be deemed to have been made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
(ii) the Seller shall have delivered to the Intermediate Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the related Purchase Date, which list shall be as of such date incorporated into and made a part of this Agreement and an assignment substantially in the form of Exhibit A hereto, as applicable.
Conditions Precedent to All Purchases. Each Incremental Purchase of an Investor Interest shall be subject to the further conditions precedent that in the case of each such purchase: (a) Servicer or Computation Agent shall have delivered to the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Managing Agents, all Periodic Reports as and when due under Section 8.5 or Section 8.6(b); (b) the Amortization Date shall not have occurred; and (c) on the date of each such Incremental Purchase, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase shall be deemed a representation and warranty by Seller that such statements are then true):
(i) the representations and warranties set forth in Section 5.1 are true and correct in all material respects on and as of the date of such Incremental Purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such Incremental Purchase, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase, that would constitute a Potential Amortization Event; and
(iii) the Aggregate Capital does not exceed the Program Limit and the aggregate of the Investor Interests does not exceed 100%. It is expressly understood that, unless otherwise directed by any Managing Agent or any Investor or unless an Amortization Event shall have occurred and be continuing, each Reinvestment shall, occur automatically on each day that Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent.
Conditions Precedent to All Purchases. Each purchase by the Purchaser under this Agreement of Loans and the Related Security (including the initial purchase of Loans and the Related Security) shall be subject to the further conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably:
(a) A completed Purchase Notice in accordance with Section 2.2(a) of this Agreement.
(b) On the applicable Purchase Date, the following statements shall be true (and acceptance of the Aggregate Purchase Price payable by the Purchaser to the Seller on the date of such purchase shall be deemed a representation and warranty by the Seller that such statements are then true):
(i) the representations and warranties contained in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date;
(ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both;
(iii) no event has occurred and is continuing, or would result from such purchase, that constitutes an Issuer Event of Default or Guarantor Event of Default or that would constitute an Issuer Event of Default or Guarantor Event of Default but for the requirement that notice be given or time elapse or both; and
(iv) the Purchaser, on the advice of the Cash Manager, is not aware, and could not reasonably be expected to be aware, that the purchase of the relevant Portfolio Assets would adversely affect the then current ratings by the Rating Agencies of the Covered Bonds.
(c) An executed Seller Assignment in respect of the Purchased Portfolio Assets to be sold to the Purchaser on the applicable Purchase Date, together with (i) if applicable, a Release of Security for any Shared Security in respect of those Purchased Loans which will constitute Guarantor Purchased Loans upon such sale in accordance with the Security Sharing Agreement, and (ii) such number of executed separate registrable powers of attorney substantially in the form contemplated by Section 7.5 as the Purchaser may request.
(d) Such other approvals, opinions or documents as the Purchaser may reasonably request.
(e) If the sale of New Loans o...
Conditions Precedent to All Purchases. Each Purchase (including the Initial Purchase) shall be subject to the further conditions precedent that:
(a) with respect to any such Purchase, on or prior to the Purchase Date relating thereto, the Collection Agent shall have delivered to the Buyer, in each case in form and substance satisfactory to the Buyer, a completed Monthly Report dated on or before the most recent Monthly Report Due Date; provided, that so long as Professional Services is acting as Collection Agent, a Monthly Report delivered in a timely fashion under the Loan Agreement shall constitute delivery of a Monthly Report under this Section 3.02(a),
(b) each of the Originators shall have marked its master data processing records and all other relevant records evidencing the Receivables which are the subject of such Purchase with a legend, acceptable to the Buyer, stating that such Receivables, the Related Security and Collections with respect thereto, have been sold in accordance with this Agreement,
(c) on the date of such Purchase, the following statements shall be true:
(i) The representations and warranties contained in Article IV are correct on and as of such day as though made on and as of such date, except for those that refer to specific dates, which shall be correct as of the dates indicated therein,
(ii) No event has occurred and is continuing, or would result from such Purchase, which constitutes a Termination or an Event of Termination, and
(iii) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of such Purchase by the Buyer in accordance with the provisions hereof.
Conditions Precedent to All Purchases. (a) The obligation of the Closing Date Seller to purchase the Collateral from the Seller and the obligation of the Buyer to purchase the Collateral from the Closing Date Seller on the Closing Date shall be subject to the satisfaction of the following conditions precedent that:
(i) all representations and warranties (A) of the Seller contained in Sections 4.01 and 4.02 and (B) of the Closing Date Seller contained in Sections 4.03 and 4.04, as applicable, shall be true and correct in all material respects on and as the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
(ii) the Seller shall have delivered to the Closing Date Seller and the Buyer a duly completed Loan List that is true, accurate and complete in all respects as of the Closing Date, which list is made a part of this Agreement.
Conditions Precedent to All Purchases. The agreement of each Purchaser to make its Purchase (including on the initial Purchase Date) is subject to the further satisfaction, prior to the making of any such purchase, of the following conditions precedent:
Conditions Precedent to All Purchases. Each Purchase (including the Initial Purchase) shall be subject to the further conditions precedent that:
Conditions Precedent to All Purchases. Each purchase under ------------------------------------- this Agreement is subject to the condition precedent that the agreement of COMPUCOM to sell Receivables and Related Rights, and the agreement of the Buyer to purchase Receivables and Related Rights, shall not have terminated pursuant to Section 9.4 of this Agreement, and shall be subject further to the conditions ----------- precedent that:
(a) in the case of each purchase, the Servicer shall have delivered to the Buyer on or prior to such purchase, a completed Purchase Report with respect to the immediately preceding calendar month, together with such additional information as may be reasonably requested by the Buyer; and
(b) the representations and warranties contained in Article V are --------- correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except that any such representation or warranty that is expressly stated as being made only as of a specified earlier date shall be true and correct in all material respects as of such earlier date).
Conditions Precedent to All Purchases. Each Purchase (including the initial Purchase) from the Seller by the Purchaser shall be subject to the further conditions precedent that:
(a) The representations and warranties of the Seller set forth in Sections 6.1 and 6.2 are true and correct on and as of such date, before and after giving effect to such Purchase and to the application of the proceeds therefrom, as though made on and as of such date;
(b) No event has occurred, or would result from such Purchase or from the application of the proceeds therefrom, which constitutes an Event of Seller Default or would constitute an Event of Seller Default, but for the requirement that notice be given or time elapse or both;
(c) The Seller is in compliance with each of its covenants set forth herein;
(d) The Termination Date shall not have occurred;
(e) Each Receivable submitted by the Seller for purchase is an Eligible Receivable; and
(f) The Seller shall have taken such other action, including delivery of approvals, opinions or documents to the Purchaser, as the Purchaser may reasonably request.
Conditions Precedent to All Purchases. Each purchase shall be subject to the further conditions precedent that:
(a) Such Seller’s Sale Termination Date shall not have occurred;
(b) The Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request; and
(c) On the date of such purchase, each of the representations and warranties of such Seller set forth in Article II hereof are true and correct on and as of the date of such purchase (and after giving effect thereto) as though made on and as of such date except to the extent it relates to an earlier date.
