The Note Policy Reimbursement Indemnification Sample Clauses

The Note Policy Reimbursement Indemnification. Section 3.01 Conditions Precedent to Issuance of the Note Policy. Financial Security agrees to issue the Note Policy subject to satisfaction of the conditions set forth below. (a) The obligation of Financial Security to issue the Note Policy is subject to the following having occurred or being true (as the case may be): (i) Financial Security shall have received evidence satisfactory to it that the Seller shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Initial Receivables to the Trust, (ii) the Seller shall have created a valid security interest in, and Lien on, the Receivables in favor of the Trust, (iii) the Trust shall have created a valid security interest in, and Lien on, the Indenture Property in favor of the Indenture Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Financial Security, (iv) the initial Premium shall have been paid in accordance with Section 3.02 hereof, (v) the representations and warranties of the Trust, the Seller and of Arcadia Financial and the Servicer set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vi) each Transaction Document shall be in full force and effect and no Default thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Note Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel: (i) a certificate of an Authorized Officer of each of the Seller and Arcadia Financial stating that nothing has come to the attention of such entity to indicate that the Registration Statement or the Prospectus, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on any date on which it was forwarded to the Underwriter for use in connection with the offering of the Notes contained, or on the Closing Date contains, any untrue statement of a material fact or omits to state ...