Conditions Precedent to Initial Purchase under the Original Agreement Clause Samples

Conditions Precedent to Initial Purchase under the Original Agreement. The initial Purchase of a Receivable Interest under the Original Agreement was subject to the conditions precedent that the Agent shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date and in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of each of the Seller, the Servicer and the Sub-Servicer approving this Agreement, the Purchase and Sale Agreement, if applicable, the other Transaction Documents to which each of them is a party and any other documents contemplated thereby and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Purchase and Sale Agreement, the other Transaction Documents and any other documents contemplated thereby; (b) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Servicer and the Sub-Servicer certifying the names and true signatures of the officers of the Seller and the Servicer authorized to sign the Purchase and Sale Agreement, if applicable, this Agreement and the other Transaction Documents to be delivered by it in connection herewith and therewith; (c) Proper financing statements under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement, the Purchase and Sale Agreement and the Purchase and Contribution Agreement; (d) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, any Contracts related thereto or any Related Security related thereto previously granted by the Seller, HomePride SPV or HomePride; (e) Completed requests for information, dated on or before the date of such initial Purchase, with respect to each jurisdiction referred to in subsection (c) above that name the Seller, HomePride SPV or HomePride as debtor, together with copies of such other financing statements (none of which shall cover any Pool Receivables, any Contracts related thereto or any Related Security related thereto or any collateral referred to in Section 10.01); (f) Favorable Opinions of Counsel in form and substance satisfactory to the Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of this Agreement and the oth...