Conditions to Obligation of the Depositor Sample Clauses

Conditions to Obligation of the Depositor. The obligation of the Depositor to purchase the First-Tier Assets as set forth in Section 2.1 is subject to the satisfaction of the following conditions:

Conditions to Obligation of the Depositor. The obligation of the Depositor to sell the 2011-B Exchange Note to the Issuer as set forth in Section 2.1 is subject to each representation and warranty of the Issuer as set forth in Section 3.1 being true and correct on the 2011-B Closing Date, and each obligation to be performed by the Issuer under this Agreement on or prior to the 2011-B Closing Date having been performed on or prior to the 2011-B Closing Date.

Conditions to Obligation of the Depositor. The obligation of the Depositor hereunder to purchase the Mortgage Loans is subject to: (a) The representations and warranties of the Seller under this Agreement (exclusive of Exhibit A hereto) shall be accurate in all material respects as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement; (b) The Depositor shall have received, or the Depositor’s attorneys shall have received, in escrow (to be released from escrow at the time of closing), the following documents in such forms as are agreed upon and acceptable to the Depositor, duly executed by all signatories other than the Depositor as required pursuant to the respective terms thereof: (i) An Opinion of Counsel for the Seller as to various corporate matters and such other Opinions of Counsel as are necessary in order to obtain the ratings set forth in Section 7(d) below, each of which shall be acceptable to the Depositor, its counsel, the Underwriter, its counsel and the Rating Agencies referred to below; (ii) The Transfer and Servicing Agreement referred to in the Recitals; (iii) A letter from Deloitte & Touche LLP dated the date hereof containing in substance the information required by Section 6(c) of the underwriting agreement dated March 30, 2005, among the Depositor, the Seller and Bear, ▇▇▇▇▇▇▇ & Co. Inc.; and (iv) The Seller shall have delivered to the Custodian, in escrow, all documents (including, without limitation, the Mortgage assigned by the Seller in blank or to the Issuer or Custodian and the Mortgage Note endorsed in blank or to the Issuer or Custodian with respect to each Mortgage Loan) required to be delivered hereunder and shall have released its interest therein to the Depositor or its designee; (c) All other terms and conditions of this Agreement shall have been complied with; (d) The receipt of written confirmation from each of ▇▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”), as to the assignment of the ratings shown in the following table:

Conditions to Obligation of the Depositor. 9 Section 4.02. Conditions to Obligation of the Seller...............10 Article V

Conditions to Obligation of the Depositor. The obligation of the Depositor to transfer the Receivables to the Issuer on the Closing Date or each Funding Date, as the case may be, is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Issuer hereunder shall be true and correct on the Closing Date or such Funding Date, as the case may be, with the same effect as if then made, and the Issuer shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date or such Funding Date, as the case may be. (b) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Depositor and the Agent, and the Depositor and the Agent shall have received from the Issuer copies of all documents relevant to the transactions herein contemplated as the Depositor or the Agent may have requested. (c) The Depositor shall have received the related Receivables Purchase Price on the Closing Date and each Funding Date.

Conditions to Obligation of the Depositor. The obligation of the Depositor to accept any transfer of Receivables hereunder is subject to the satisfaction of the following conditions: (a) The representations and warranties of the Contributor hereunder shall be true and correct on the Closing Date and each Funding Date, as the case may be, with the same effect as if then made, and the Contributor shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date or Funding Date, as the case may be. (b) The Contributor shall, at its own expense, on or prior to the Closing Date and each Funding Date, as applicable, indicate in its files that the Initial Receivables and the related Subsequent Receivables, respectively, have been transferred to the Depositor pursuant to this Agreement, then transferred from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and simultaneously pledged by the Issuer to the Indenture Trustee pursuant to the Indenture, and the Contributor shall deliver to the Depositor a Schedule of Receivables certified by an Authorized Officer of the Contributor to be true, correct and complete. Further, the Contributor hereby agrees that the computer files and other physical records of the Receivables maintained by the Contributor will bear an indication reflecting that the Receivables were transferred and pledged as described above. (c) The following documents must be delivered by the Contributor on or in connection with the Closing Date and each Funding Date, as applicable.

Conditions to Obligation of the Depositor. The obligation of the Depositor to sell the 20_-_ Exchange Note to the Issuer as set forth in Section 2.1 is subject to each representation and warranty of the Issuer as set forth in Section 3.1 being true and correct on the 20_-_ Closing Date, and each obligation to be performed by the Issuer under this Agreement on or prior to the 20_-_ Closing Date having been performed on or prior to the 20_-_ Closing Date.