Common use of Conditions Precedent to Initial Purchase under the Original Agreement Clause in Contracts

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 other Transaction Documents; (g) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that (i) the Receivables to be conveyed to HomePride SPV under the Purchase and Contribution Agreement will be conveyed to HomePride SPV in a "true sale" and would not be considered part of HomePride's bankruptcy estate in the event of its insolvency and (ii) HomePride SPV would not be substantially consolidated with HomePride for purposes of the Federal Bankruptcy Code in such event; (h) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that the Seller would not be substantially consolidated with Seller's Parent for purposes of the Federal Bankruptcy Code in such event; (i) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent with respect to, among other things, there being no material conflicts between the Transaction Documents and the 1999 Indenture or the 2002 Indenture; (j) Favorable Opinions of Counsel, ▇▇ ▇▇▇▇ ▇▇▇ ▇ubstance satisfactory to the Agent, with respect to the creation, perfection and priority of ownership interests and, in the alternative, security interests in the Transferred Receivables, Related Security and Collections under the Purchase and Sale Agreement (as such terms are defined in the Purchase and Sale Agreement), the Transferred Receivables, Related Security and Collections under the Purchase and Contribution Agreement (as such terms are defined in the Purchase and Sale Agreement) and the Pool Receivables, Related Security and Collections under this Agreement; (k) A favorable Opinion of Counsel from special counsel for the Seller, with respect to the first priority perfected security interest of the Agent in the Collection Account, the Excess Collections Account and the Reserve Account; (l) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, which shall address (i) certain regulatory and licensing issues related to the (a) ownership of the Receivables and Related Security by HomePride, HomePride SPV and the Seller and (b) the servicing of the Receivables by the Servicer and (ii) the exemption of the Agent, Investors and Banks from federal, state and local licensing requirements with respect to the transactions contemplated by the Transaction Documents; (m) A favorable Opinion of Counsel from special Texas counsel for the Seller satisfactory to the Agent, in form and substance satisfactory to the Agent, with respect to the first priority, perfected, possessory security interest in the Contracts; (n) A copy of the by-laws of the Seller, the Servicer and the Sub-Servicer certified by the Secretary or Assistant Secretary of the Seller, the Servicer or the Sub-Servicer, as applicable; (o) A copy of the certificate or articles of incorporation of the Seller, the Servicer and the Sub-Servicer, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller, the Servicer and the Sub- Servicer from such Secretary of State or other official, dated as of a recent date; (p) The Agent (or its counsel) shall have received from each party to the Fee Letter either (i) an original counterpart of the Fee Letter signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Fee Letter) that such party has signed a counterpart of the Fee Letter; (q) The Agent (or its counsel) shall have received from each party to the Purchase and Sale Agreement either (i) an original counterpart of the Purchase and Sale Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Sale Agreement) that such party has signed a counterpart of the Purchase and Sale Agreement; (r) The Agent (or its counsel) shall have received from each party to the Purchase and Contribution Agreement either (i) an original counterpart of the Purchase and Contribution Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Contribution Agreement) that such party has signed a counterpart of the Purchase and Contribution Agreement; (s) The Agent (or its counsel) shall have received from each party to the Custodial Agreement either (i) an original counterpart of the Custodial Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Custodial Agreement) that such party has signed a counterpart of the Custodial Agreement; (t) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Parent Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Parent Guaranty) that the Parent has signed a counterpart of the Parent Guaranty; (u) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Limited Recourse Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Limited Recourse Guaranty) that the Parent has signed a counterpart of the Limited Recourse Guaranty; (v) The Agent (or its counsel) shall have received from CIT (i) an original counterpart of the CIT Guaranty signed on behalf of CIT or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the CIT Guaranty) that CIT has signed a counterpart of the CIT Guaranty; (w) The Agent (or its counsel) shall have received the Global Servicing Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Global Servicing Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Global Servicing Agreement) that such party has signed a counterpart of the Global Servicing Agreement; (x) The Agent (or its counsel) shall have received the Control Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Control Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Control Agreement) that such party has signed a counterpart of the Control Agreement; (y) The Agent (or its counsel) shall have received from the Seller (i) an original counterpart of the Funds Transfer Letter signed on behalf of the Seller or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Funds Transfer Letter) that the Seller has signed a counterpart of the Funds Transfer Letter; (z) The Agent (or its counsel) shall have received this Agreement and all other Transaction Documents required to be delivered on the Original Closing Date, in each case, in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart thereof signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page thereof that such party has signed a counterpart thereof. (aa) A Responsible Officer of the Seller shall have certified that all conditions to the obligations of HomePride and the Seller under the Purchase and Sale Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (bb) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and HomePride SPV under the Purchase and Contribution Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (cc) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and CIT Group/Sales under the Global Servicing Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (dd) A copy of the Credit and Collection Policy, certified by a Responsible Officer of the Seller; (ee) A review of the computer programs, material tapes, data and back-up plans of Sub-Servicer, HomePride, HomePride SPV and the Seller required for the collection of Receivables and the Agent shall be satisfied that the foregoing, including the procedures of Sub-Servicer, HomePride, HomePride SPV and the Seller for the preparation, storage and retrieval thereof, are sufficient upon the termination of the Servicer or the Sub-Servicer to permit (i) the Seller or the Agent to collect the Receivables with or without the participation of HomePride, HomePride SPV or the Sub-Servicer and the Seller or the Servicer and (ii) a third-party servicer to collect the Receivables with or without the participation of HomePride, HomePride SPV, the Servicer, the Sub-Servicer or the Seller; and (ff) Such other documents, instruments, certificates and opinions as the Agent may reasonably request.

Conditions Precedent to Initial Purchase under the Original Agreement. The initial Purchase 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 date, in form and substance satisfactory to the Agent: (a) Certified copies of the resolutions of the Board of Directors of each of the Seller, Seller approving 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 Original Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Original Agreement, the Purchase and Sale Agreement, the other Transaction Documents and any other documents contemplated thereby;. (b) A copy of the certificate or articles of incorporation, as amended, of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of Delaware, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (c) A certificate of the Secretary or Assistant Secretary of each the Seller certifying (i) that attached thereto is a true and complete copy of the SellerBy-Laws of the Seller as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions described in paragraph (a) above, (ii) that the Servicer certificate or articles of incorporation of the Seller has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to paragraph (b) above, and the Sub-Servicer certifying (iii) 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 Original Agreement and the other Transaction Documents documents to be delivered by it in connection herewith and therewith;hereunder. (cd) Proper Acknowledgment copies, or time stamped receipt copies of proper financing statements statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable advisable in order to perfect the ownership and security interests contemplated by this Agreement, the Purchase and Sale Original Agreement and the Purchase and Contribution Agreement;Original PCA. (de) Acknowledgment copies, or time stamped receipt 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 Seller or HomePride;any Original Originator. (ef) Completed requests for information, dated on or before the date of such initial Purchasepurchase, with respect to each jurisdiction listing the financing statements referred to in subsection (cd) above and all other effective financing statements filed in the jurisdictions referred to in subsection (d) above that name the Seller, HomePride SPV Seller or HomePride any Original Originator 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 10.01Security); (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 other Transaction Documents; (g) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that (i) the Receivables to be conveyed to HomePride SPV under the Purchase and Contribution Agreement will be conveyed to HomePride SPV in a "true sale" and would not be considered part of HomePride's bankruptcy estate in the event of its insolvency and (ii) HomePride SPV would not be substantially consolidated with HomePride for purposes of the Federal Bankruptcy Code in such event; (h) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, to the effect that the Seller would not be substantially consolidated with Seller's Parent for purposes of the Federal Bankruptcy Code in such event; (i) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent with respect to, among other things, there being no material conflicts between the Transaction Documents and the 1999 Indenture or the 2002 Indenture; (j) Favorable Opinions of Counsel, ▇▇ ▇▇▇▇ ▇▇▇ ▇ubstance satisfactory to the Agent, with respect to the creation, perfection and priority of ownership interests and, in the alternative, security interests in the Transferred Receivables, Related Security and Collections under the Purchase and Sale Agreement (as such terms are defined in the Purchase and Sale Agreement), the Transferred Receivables, Related Security and Collections under the Purchase and Contribution Agreement (as such terms are defined in the Purchase and Sale Agreement) and the Pool Receivables, Related Security and Collections under this Agreement; (k) A favorable Opinion of Counsel from special counsel for the Seller, with respect to the first priority perfected security interest of the Agent in the Collection Account, the Excess Collections Account and the Reserve Account; (l) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, which shall address (i) certain regulatory and licensing issues related to the (a) ownership of the Receivables and Related Security by HomePride, HomePride SPV and the Seller and (b) the servicing of the Receivables by the Servicer and (ii) the exemption of the Agent, Investors and Banks from federal, state and local licensing requirements with respect to the transactions contemplated by the Transaction Documents; (m) A favorable Opinion of Counsel from special Texas counsel for the Seller satisfactory to the Agent, in form and substance satisfactory to the Agent, with respect to the first priority, perfected, possessory security interest in the Contracts; (n) A copy of the by-laws of the Seller, the Servicer and the Sub-Servicer certified by the Secretary or Assistant Secretary of the Seller, the Servicer or the Sub-Servicer, as applicable; (o) A copy of the certificate or articles of incorporation of the Seller, the Servicer and the Sub-Servicer, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller, the Servicer and the Sub- Servicer from such Secretary of State or other official, dated as of a recent date; (p) The Agent (or its counsel) shall have received from each party to the Fee Letter either (i) an original counterpart of the Fee Letter signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Fee Letter) that such party has signed a counterpart of the Fee Letter; (q) The Agent (or its counsel) shall have received from each party to the Purchase and Sale Agreement either (i) an original counterpart of the Purchase and Sale Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Sale Agreement) that such party has signed a counterpart of the Purchase and Sale Agreement; (r) The Agent (or its counsel) shall have received from each party to the Purchase and Contribution Agreement either (i) an original counterpart of the Purchase and Contribution Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Contribution Agreement) that such party has signed a counterpart of the Purchase and Contribution Agreement; (s) The Agent (or its counsel) shall have received from each party to the Custodial Agreement either (i) an original counterpart of the Custodial Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Custodial Agreement) that such party has signed a counterpart of the Custodial Agreement; (t) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Parent Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Parent Guaranty) that the Parent has signed a counterpart of the Parent Guaranty; (u) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Limited Recourse Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Limited Recourse Guaranty) that the Parent has signed a counterpart of the Limited Recourse Guaranty; (v) The Agent (or its counsel) shall have received from CIT (i) an original counterpart of the CIT Guaranty signed on behalf of CIT or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the CIT Guaranty) that CIT has signed a counterpart of the CIT Guaranty; (w) The Agent (or its counsel) shall have received the Global Servicing Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Global Servicing Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Global Servicing Agreement) that such party has signed a counterpart of the Global Servicing Agreement; (x) The Agent (or its counsel) shall have received the Control Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Control Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Control Agreement) that such party has signed a counterpart of the Control Agreement; (y) The Agent (or its counsel) shall have received from the Seller (i) an original counterpart of the Funds Transfer Letter signed on behalf of the Seller or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Funds Transfer Letter) that the Seller has signed a counterpart of the Funds Transfer Letter; (z) The Agent (or its counsel) shall have received this Agreement and all other Transaction Documents required to be delivered on the Original Closing Date, in each case, in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart thereof signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page thereof that such party has signed a counterpart thereof. (aa) A Responsible Officer of the Seller shall have certified that all conditions to the obligations of HomePride and the Seller under the Purchase and Sale Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (bb) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and HomePride SPV under the Purchase and Contribution Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (cc) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and CIT Group/Sales under the Global Servicing Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (dd) A copy of the Credit and Collection Policy, certified by a Responsible Officer of the Seller; (ee) A review of the computer programs, material tapes, data and back-up plans of Sub-Servicer, HomePride, HomePride SPV and the Seller required for the collection of Receivables and the Agent shall be satisfied that the foregoing, including the procedures of Sub-Servicer, HomePride, HomePride SPV and the Seller for the preparation, storage and retrieval thereof, are sufficient upon the termination of the Servicer or the Sub-Servicer to permit (i) the Seller or the Agent to collect the Receivables with or without the participation of HomePride, HomePride SPV or the Sub-Servicer and the Seller or the Servicer and (ii) a third-party servicer to collect the Receivables with or without the participation of HomePride, HomePride SPV, the Servicer, the Sub-Servicer or the Seller; and (ff) Such other documents, instruments, certificates and opinions as the Agent may reasonably request.