Common use of Conditions to Purchases Clause in Contracts

Conditions to Purchases. The obligation of SunTrust to purchase the Eligible Receivables identified to SunTrust on the Initial Purchase Date, and to purchase any additional Eligible Receivables thereafter, is subject to the fulfillment, to the satisfaction of SunTrust, of each of the conditions precedent set forth below: SunTrust shall have received a counterpart of this Agreement (or a Supplement), an Obligor Letter with respect to each Obligor, the Release, Reconveyance and Consent Letter, the Transfer and Assignment, and the Fee Letter, each of which shall be in form and substance satisfactory to SunTrust and shall be duly executed by each Company and the other parties thereto; SunTrust shall have received each original Guaranty required under an Obligor Letter; SunTrust shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it shall deem necessary or appropriate in its sole discretion, together with any such releases and terminations (or authorizations to file such releases and terminations) with respect to any matters of record as it shall have requested; SunTrust shall have received a Control Agreement with respect to the initial SunTrust Deposit Account, duly executed by Tech Data, Bank of America, National Association, and SunTrust, and shall have received a Control Agreement with respect to any other deposit account of a Company which shall thereafter become a SunTrust Deposit Account, duly executed by such Company, the bank with which such SunTrust Deposit Account is maintained, and SunTrust, each of which shall be in form and substance satisfactory to SunTrust; SunTrust shall have received evidence satisfactory to it that written notice has been sent to each Obligor notifying such Obligor of the purchase by SunTrust hereunder of the Purchased Receivables and directing each such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Deposit Account; SunTrust shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of Florida, and shall have received good standing certificates from each state in which Tech Data is qualified to do business; SunTrust shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do business; SunTrust shall have received certificates from the secretary or assistant secretary of each Company, certifying such Company’s respective organizational documents, resolutions or other organizational authorizations, and certifying as to the incumbency and signatures of its respective officers or other signatories authorized to sign on behalf of such Company; Each Company shall have furnished to SunTrust copies of such governmental or third party approvals or consents necessary to the execution of this Agreement and the performance by each Company hereunder; SunTrust shall have received favorable opinions of counsel for the Companies, in form and substance satisfactory to SunTrust, including (i) an opinion as to the enforceability of this Agreement under New York and U.S. law, (ii) an opinion stating that the Transactions will consummate a true sale of the Eligible Receivables from each Company to SunTrust, (iii) an opinion covering other matters with respect to Tech Data and the Transactions under Florida and U.S. law, and (iii) an opinion covering other matters with respect to each Company under the law of the state of formation and U.S. law for each other Company, in each case as SunTrust may request; SunTrust shall have received a certificate from Tech Data’s chief executive officer, chief financial officer, or treasurer certifying that all closing conditions shall have been satisfied; No Default or Event of Default shall have occurred and be continuing; No material adverse change shall have occurred in the financial condition, operations, business, prospects or properties of any Company since the date of this Agreement (or any Supplement) or since the date of Tech Data’s most recent financial statements; SunTrust shall have received payment of all reasonable out-of-pocket costs and expenses of SunTrust related to the negotiation, preparation, execution and delivery of this Agreement, including but not limited to reasonable fees and expenses of legal counsel for SunTrust, sales taxes, intangibles taxes, documentary stamp taxes, records examination costs, and recording costs; SunTrust shall have received payment of a non-refundable engagement fee pursuant to the terms of the Fee Letter; and Each of the representations and warranties set forth in the Agreement shall be true on and as of date of each such purchase as though made on and as of such date.

Conditions to Purchases. The obligation purchase by Purchaser of SunTrust to purchase the any Eligible Receivables identified to SunTrust Purchaser on the Initial Purchase Datedate hereof, and to purchase of any additional Eligible Receivables on any Settlement Date thereafter, is subject to the fulfillment, to the satisfaction of SunTrustPurchaser, of each of the conditions precedent set forth below: SunTrust : (1) Purchaser shall have received a counterpart of this Agreement (or and, if applicable, a Supplement), an Obligor Letter with respect Supplement for each Company in addition to each Obligor, the Release, Reconveyance and Consent Letter, the Transfer and Assignment, and the Fee Letter, each of Tech Data) which shall be in form and substance satisfactory to SunTrust Purchaser, and shall be duly executed by each Company and the other parties thereto; SunTrust ; (2) Purchaser shall have received each original Guaranty required under an Obligor Letter; SunTrust by the Purchaser; (3) Purchaser shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it Purchaser shall deem necessary or appropriate in its sole discretionappropriate, together with any such releases and terminations (or authorizations to file such releases and terminations) with respect to any matters of record as it shall have requested; SunTrust ; (4) Purchaser shall have received (i) a Control Agreement with respect to the initial SunTrust Purchaser Deposit Account, duly executed by Tech Data, Bank of Americathe bank at which such account has been established and Purchaser, National Association(ii) a Control Agreement with respect to the Purchaser Proceeds Investment Account, duly executed by Tech Data, Purchaser, and SunTrustthe bank or other financial institution at which such account has been established, and shall have received (iii) a Control Agreement with respect to any other deposit account or investment account of a Company which shall thereafter become a SunTrust Purchaser Deposit Account or a Purchaser Proceeds Investment Account, duly executed by such Company, the bank or other financial institution with which such SunTrust Deposit Account account is maintained, maintained and SunTrustPurchaser, each of which shall be in form and substance satisfactory to SunTrust; SunTrust Purchaser; (5) Purchaser shall have received evidence satisfactory to it that written notice has been sent, or is being sent simultaneously therewith, to each Obligor notifying such Obligor of the purchase by SunTrust hereunder of the Purchased Receivables and directing each such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Purchaser Deposit Account; SunTrust ; (6) Purchaser shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of Florida, and shall have received good standing certificates from each state in which Tech Data is qualified to do business; SunTrust ; (7) Purchaser shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do business; SunTrust ; (8) Purchaser shall have received certificates from the secretary or assistant secretary of each Company, certifying such Company’s respective organizational documents, resolutions or other organizational authorizations, and certifying as to the incumbency and signatures of its respective officers or other signatories authorized to sign on behalf of such Company; ; (9) Each Company shall have furnished to SunTrust Purchaser copies of such governmental or third party approvals or consents necessary to the execution of this Agreement and the performance by each Company hereunder; SunTrust ; (10) Purchaser shall have received favorable opinions of counsel for the CompaniesCompany, in form and substance satisfactory to SunTrustPurchaser, including (i) an opinion as to the enforceability of this Agreement under New York and U.S. law, (ii) an opinion stating that the Transactions will consummate a true sale of the Eligible Receivables from each Company to SunTrust, (iii) an opinion covering corporate and other matters with respect to Tech Data and the Transactions under Florida and U.S. law, law and (iii) an opinion covering other matters with respect to each other Company under the law of the state of formation and U.S. law for each such other Company, in each case as SunTrust Purchaser may request; SunTrust ; (11) Purchaser shall have received a certificate from Tech Data’s chief executive officer, chief financial officer, or treasurer certifying that all closing conditions shall have been satisfied; No Default or Event of Default shall have occurred and be continuing; ; (12) No material adverse change shall have occurred in the financial condition, operations, business, prospects or properties of any Company since the date of this Agreement (or any Supplement) or since the date of January 31, 2009 as reflected in Tech Data’s most recent audited annual financial statements; SunTrust statements as at such date and for the period then ending; (13) Purchaser shall have received payment of all of its reasonable out-of-pocket costs and expenses of SunTrust related to the negotiation, preparation, execution and delivery of this Agreement, including but not limited to reasonable fees and expenses of legal counsel for SunTrustPurchaser, sales taxes, intangibles taxes, documentary stamp taxes, records examination costs, and recording costs; SunTrust shall have received payment of a non-refundable engagement fee pursuant to the terms of the Fee Letter; and and (14) Each of the representations and warranties set forth in the Agreement shall be true on and as of date of each such purchase as though made on and as of such date.

Conditions to Purchases. The obligation of SunTrust to purchase the Eligible Receivables identified to SunTrust on the Initial No Purchase Date, and to purchase any additional Eligible Receivables thereafter, is subject to the fulfillment, to the satisfaction of SunTrust, of Commitment or Purchase shall be entered into or made unless each of the following conditions precedent is satisfied as of the date on which such Purchase Commitment is entered into or such Purchase would otherwise be made (such Portfolio Investment’s “Trade Date”): (1) the information contained in the Notice of Acquisition accurately describes, in all material respects, such Portfolio Investment and such Portfolio Investment satisfies the eligibility criteria set forth below: SunTrust shall have received a counterpart of this Agreement in Schedule 3 (or a Supplementthe “Eligibility Criteria”), an Obligor Letter ; (2) with respect to each Obligora Purchase, the Release, Reconveyance and Consent Letterproposed Settlement Date for such Portfolio Investment is not later than (i) in the case of a Loan, the Transfer date that is fifteen (15) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date or (ii) in the case of any other Portfolio Investment, the date that is three (3) Business Days (or such longer period of time agreed to by the Administrative Agent in its sole discretion) after such Trade Date; (3) no Market Value Event has occurred and Assignmentno Event of Default or event that, with notice or lapse of time or both, would constitute an Event of Default (a “Default”), has occurred and is continuing, and the Fee LetterReinvestment Period has not otherwise ended; and (4) after giving pro forma effect to the Purchase of such Portfolio Investment and the related Advance, each of which the Borrowing Base Test is satisfied. In addition, it shall be a condition to the first Purchase Commitment in respect of any Purchase made by the Company pursuant to the Sale Agreement that the Administrative Agent has received an opinion of counsel of Ropes & Gray LLP in form and substance reasonably satisfactory to SunTrust and shall be duly executed by each Company and the other parties thereto; SunTrust shall have received each original Guaranty required under an Obligor Letter; SunTrust shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it shall deem necessary or appropriate in its sole discretion, together with any such releases and terminations (or authorizations to file such releases and terminations) with respect to any matters of record as it shall have requested; SunTrust shall have received a Control Agreement with respect to the initial SunTrust Deposit Account, duly executed by Tech Data, Bank of America, National Association, and SunTrust, and shall have received a Control Agreement with respect to any other deposit account of a Company which shall thereafter become a SunTrust Deposit Account, duly executed by such Company, the bank with which such SunTrust Deposit Account is maintained, and SunTrust, each of which shall be in form and substance satisfactory to SunTrust; SunTrust shall have received evidence satisfactory to it that written notice has been sent to each Obligor notifying such Obligor of the purchase by SunTrust hereunder of the Purchased Receivables and directing each such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Deposit Account; SunTrust shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of Florida, and shall have received good standing certificates from each state in which Tech Data is qualified to do business; SunTrust shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do business; SunTrust shall have received certificates from the secretary or assistant secretary of each Company, certifying such Company’s respective organizational documents, resolutions or other organizational authorizations, and certifying as to the incumbency and signatures of its respective officers or other signatories authorized to sign on behalf of such Company; Each Company shall have furnished to SunTrust copies of such governmental or third party approvals or consents necessary to the execution of this Agreement and the performance by each Company hereunder; SunTrust shall have received favorable opinions of counsel for the Companies, in form and substance satisfactory to SunTrust, including (i) an opinion as to the enforceability of this Agreement under New York and U.S. law, (ii) an opinion stating that the Transactions will consummate a certain true sale of matters relating to Purchases by the Eligible Receivables from each Company to SunTrust, (iii) an opinion covering other matters with respect to Tech Data and the Transactions under Florida and U.S. law, and (iii) an opinion covering other matters with respect to each Company under the law Sale Agreement. If the above conditions to a Purchase Commitment or a Purchase are satisfied or waived by the Administrative Agent, the Portfolio Manager shall determine, in consultation with the Administrative Agent and with notice to the Lenders and the Collateral Administrator, the date on which such Purchase (if any) shall settle (the “Settlement Date” for such Portfolio Investment). Promptly following the Settlement Date for a Portfolio Investment and its receipt thereof (and at other times thereafter promptly following the written request of the state of formation and U.S. law for each other Administrative Agent (including via email)), the Collateral Administrator shall provide to the Administrative Agent, to the extent received from the Company, in each case as SunTrust may request; SunTrust shall have received a certificate from Tech Data’s chief executive officercopy of the executed assignment agreement pursuant to which such Portfolio Investment was assigned, chief financial officer, sold or treasurer certifying that all closing conditions shall have been satisfied; No Default or Event of Default shall have occurred and be continuing; No material adverse change shall have occurred in the financial condition, operations, business, prospects or properties of any Company since the date of this Agreement (or any Supplement) or since the date of Tech Data’s most recent financial statements; SunTrust shall have received payment of all reasonable out-of-pocket costs and expenses of SunTrust related otherwise transferred to the negotiation, preparation, execution and delivery of this Agreement, including but not limited to reasonable fees and expenses of legal counsel for SunTrust, sales taxes, intangibles taxes, documentary stamp taxes, records examination costs, and recording costs; SunTrust shall have received payment of a non-refundable engagement fee pursuant to the terms of the Fee Letter; and Each of the representations and warranties set forth in the Agreement shall be true on and as of date of each such purchase as though made on and as of such dateCompany.

Conditions to Purchases. 3.1 Conditions Precedent to the Purchaser’s Initial Purchase of Receivables on the Effective Date The obligation of SunTrust the Purchaser to purchase the Eligible Receivables identified and any other Receivable Assets related to SunTrust such Receivables on the Initial Purchase Date, and to purchase any additional Eligible Receivables thereafter, Effective Date from an Originator is subject to the fulfillment, satisfaction of the following conditions precedent that shall have been satisfied (or otherwise waived in writing by the Purchaser) on or prior to the satisfaction of SunTrust, of each of Effective Date: (a) the conditions precedent set forth below: SunTrust Purchaser and the Administrative Agent shall have received copies of duly adopted resolutions (or, if applicable, a counterpart of this Agreement (or a Supplement), an Obligor Letter with respect to each Obligor, the Release, Reconveyance and Consent Letter, the Transfer and Assignment, and the Fee Letter, each of which shall be in form and substance satisfactory to SunTrust and shall be duly executed by each Company and the other parties thereto; SunTrust shall have received each original Guaranty required under an Obligor Letter; SunTrust shall have received satisfactory results of such UCC, judgment, pending litigation and tax lien searches as it shall deem necessary or appropriate in its sole discretion, together with any such releases and terminations (or authorizations to file such releases and terminationsunanimous consent) with respect to any matters of record as it shall have requested; SunTrust shall have received a Control Agreement with respect to the initial SunTrust Deposit Account, duly executed by Tech Data, Bank of America, National Association, and SunTrust, and shall have received a Control Agreement with respect to any other deposit account of a Company which shall thereafter become a SunTrust Deposit Account, duly executed by such Company, the bank with which such SunTrust Deposit Account is maintained, and SunTrust, each of which shall be in form and substance satisfactory to SunTrust; SunTrust shall have received evidence satisfactory to it that written notice has been sent to each Obligor notifying such Obligor of the purchase by SunTrust hereunder Board of Directors of the Purchased Receivables and directing each Originator, as in effect on such Obligor to make payment by separate ACH entry or other means of electronic funds transfer directly to the SunTrust Deposit Account; SunTrust shall have received a certificate from the Secretary of State of the State of Florida certifying that Tech Data is validly existing and in good standing in the State of FloridaEffective Date, and shall have received good standing certificates from each state in which Tech Data is qualified to do business; SunTrust shall have received certificates from the state of incorporation or formation from each Company, other than Tech Data, which is a party hereto and from each state in which such Company is qualified to do business; SunTrust shall have received certificates from the secretary or assistant secretary of each Company, certifying such Company’s respective organizational documents, resolutions or other organizational authorizations, and certifying as to the incumbency and signatures of its respective officers or other signatories authorized to sign on behalf of such Company; Each Company shall have furnished to SunTrust copies of such governmental or third party approvals or consents necessary to authorizing the execution of this Agreement and the performance by each Company hereunder; SunTrust consummation of the Transactions pursuant to the Transaction Documents; (b) the Purchaser and the Administrative Agent shall have received favorable opinions copies of counsel a certificate of good standing for the Companies, Originator issued by the Secretary of the state in form which such Originator was organized; (c) the Purchaser and substance satisfactory to SunTrust, including the Administrative Agent shall have received copies of a certificate of a Responsible Officer of the Originator certifying (i) an opinion as the names and signatures of the managers authorized on its behalf to the enforceability of execute this Agreement under New York and U.S. lawthe other Transaction Documents to which it is a party and any other documents to be delivered by it hereunder or thereunder, (ii) an opinion stating that the Transactions will consummate attached thereto is a true sale true, correct, and complete copy of the Eligible Receivables from each Company to SunTrustOriginator’s constitutive documents, (iii) an opinion covering other matters with respect that attached thereto is a true correct and complete copy of the document referred to Tech Data in clause (a) above and (iv) that attached thereto is a true, correct and complete copy of the document referred to in clause (b) above; (d) the Purchaser and the Transactions under Florida Administrative Agent shall have received copies of fully executed counterparts of this Agreement and U.S. laweach other Transaction Document; (e) the Purchaser shall have received copies of legal opinions, in each case, dated the Effective Date and addressed to: (i) the Purchaser, the CP Conduit Lenders and the Administrative Agent from ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special California counsel to each Originator, in substantially the forms attached hereto as Schedule 3.1(e)(i)(a) and Schedule 3.1(e)(i)(b); (ii) the Purchaser, the CP Conduit Lenders and the Administrative Agent from ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel for the Originators and the Purchaser, in substantially the form attached hereto as Schedule 3.1(e)(ii); (iii) an opinion covering other matters with respect to each Company under the law of Purchaser, the state of formation CP Conduit Lenders and U.S. law the Administrative Agent from ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, special Delaware counsel for each other Company, the Purchaser and the Originators organized in each case Delaware in substantially the form attached hereto as SunTrust may request; SunTrust Schedule 3.1(e)(iii); (f) the Purchaser shall have received a certificate legal opinion, dated the Effective Date and addressed to the Purchaser, the CP Conduit Lenders and the Administrative Agent from Tech Data▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel for the Originators and the Purchaser, in substantially the form attached hereto as Schedule 3.1(f), opining that, as a result of the transactions contemplated by this Agreement, a bankruptcy court would not hold that the Receivables and/or Receivable Assets related to such Receivables sold to the Purchaser hereunder would be the property of the applicable Originator’s chief executive officer, chief financial officer, or treasurer certifying that all closing conditions bankruptcy estate under Section 541 of the Bankruptcy Code; (g) the Purchaser shall have been satisfied; No Default or Event received, to the extent in writing, the Policies of Default shall have occurred the Originator; (h) the Purchaser and be continuing; No material adverse change shall have occurred in the financial condition, operations, business, prospects or properties of any Company since the date of this Agreement (or any Supplement) or since the date of Tech Data’s most recent financial statements; SunTrust Administrative Agent shall have received payment copies of proper financing statements (Form UCC-1) dated a date on or before the Effective Date, naming the Originator as the seller and the Purchaser as the buyer or other similar instruments or documents as may be necessary or in the reasonable opinion of the Purchaser desirable under the UCC of all reasonable out-of-pocket costs appropriate jurisdictions to perfect the Purchaser’s ownership interest in all Receivables and expenses other Receivable Assets sold hereunder; (i) the Purchaser and the Administrative Agent shall have received certified copies of SunTrust related requests for information or copies (or a similar search report certified by parties acceptable to the negotiationPurchaser) dated a date reasonably near the Effective Date listing all effective financing statements or charges that name the Originator (under its present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clause (h) above, preparationtogether with copies of such financing statements; (j) the Purchaser shall have received copies of a solvency certificate delivered by the Originator with respect to the Originator’s solvency in the form of Schedule 3.1(j); (k) the Purchaser shall have received the unaudited, execution consolidating financial statements of the Originator for the period ending and delivery as at December 31, 1999; and (l) the Purchaser shall be satisfied that the Originator’s systems, procedures and record keeping relating to the Receivables are sufficient and satisfactory in order to permit the sale, assignment, transfer and conveyance of such Receivables and the administration of such Receivables in accordance with the terms and intent of this Agreement, including but not limited to reasonable fees and expenses of legal counsel for SunTrust, sales taxes, intangibles taxes, documentary stamp taxes, records examination costs, and recording costs; SunTrust shall have received payment of a non-refundable engagement fee pursuant to the terms of the Fee Letter; and Each of the representations and warranties set forth in the Agreement shall be true on and as of date of each such purchase as though made on and as of such date.