CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE Clause Samples

The "Conditions to Acceptance by Owner Trustee" clause defines the specific requirements that must be satisfied before the owner trustee formally accepts its role and responsibilities under an agreement. Typically, this clause outlines prerequisites such as the receipt of necessary documents, evidence of authority, or satisfaction of legal and regulatory conditions. By establishing these conditions, the clause ensures that the owner trustee is fully prepared and protected before assuming its duties, thereby reducing the risk of disputes or misunderstandings regarding the commencement of its obligations.
CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE. As conditions to Owner Trustee's execution and delivery of the Notes on behalf of the Trust on the Closing Date, the Owner Trustee shall have received the following on or before the Closing Date: (a) The Schedule of Initial Receivables certified by the President, Controller or Treasurer of the Seller; (b) The acknowledgment of the Custodian that it holds the Receivable File relating to each Initial Receivable; (c) Copies of resolutions of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby, certified by a Secretary or an Assistant Secretary of the Seller; (d) Copies of resolutions of the Board of Directors of AFL approving the execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby, certified by a Secretary or an Assistant Secretary of AFL; (e) Evidence that all filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction (other than those actions to be taken with respect to Subsequent Receivables pursuant to Section 2.4) to give the Owner Trustee a first priority perfected lien on, or ownership interest in, the Receivables and the other Trust Property have been made, taken or performed; and (f) An executed copy of the Spread Account Agreement and evidence of the deposit of $258,491.90 in the Reserve Account.
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CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE. As conditions to the Owner Trustee's execution and delivery of the Notes on behalf of the Trust and the execution, authentication and delivery of the Certificates on behalf of the Trust on the Closing Date, the Owner Trustee on behalf of the Trust shall have received the following on or before the Closing Date: (a) The List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Originator (which certification may be part of the Assignment delivered pursuant to Section 2.02(f)). (b) A letter from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and, based on such sampling, concluding that, except with respect to those Initial Contracts so specified in the letter, the Contracts conform in all material respects to the List of Contracts, to a confidence level of 97.5%, with an error rate generally not in excess of 1.8%. (c) Copies of resolutions of the board of directors of the Seller and the Originator or of the executive committee of the board of directors of the Seller and the Originator approving the execution, delivery and performance of this Agreement, its Related Documents and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller and the Originator, as applicable.
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CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE. As conditions to the Owner Trustee's execution and delivery of the Notes on behalf of the Trust and the execution, authentication and delivery of the Certificates on behalf of the Trust on the Closing Date, the Owner Trustee on behalf of the Trust shall have received the following on or before the Closing Date: (a) The List of Contracts attached to this Agreement as Exhibits [O-1, O-2 and O-3], certified by the Chairman of the Board, President or any Vice President of the Company (which certification may be part of the Assignment delivered pursuant to Section 2.02(f)). (b) A letter from _____ or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and, based on such sampling, concluding that, except with respect to those Initial Contracts so specified in the letter, the Contracts conform in all material respects to the List of Contracts attached hereto as Exhibits [O-1, O-2 and O-3], to a confidence level of _____ %, with an error rate generally not in excess of _____ %. (c) Copies of resolutions of the board of directors of the Company or of the executive committee of the board of directors of the Company approving the execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Company. (d) Officially certified recent evidence of due incorporation and good standing of the Company under the laws of the State of Delaware. (e) Evidence of filing with the Secretary of State of Minnesota of a UCC-1 financing statement, executed by the Company as debtor, naming the Trust as secured party and listing the Contracts as collateral. (f) An executed copy of the Assignment substantially in the form of Exhibit A hereto. (g) Evidence of continued coverage of the Company under the Errors and Omissions Protection Policy. (h) Evidence of deposit in the Collection Account of all funds received with respect to the Contracts prior to the Closing Date which were due on or after the Cut-off Date, together with an Officer's Certificate to the effect that such amount is correct. (i) An Officer's Certificate confirming that the Company's internal audit department has reviewed the original or a copy of each Contract and each Contract File, that each Contract and Contract File conforms in all material respects with the List of Contracts and that each Contract File is ...
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CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE. As conditions to the Owner Trustee's execution and delivery of the Notes on behalf of the Trust and execution, authentication and delivery of the Certificates on behalf of the Trust on the Initial Closing Date, the Owner Trustee shall have received the following on or before the Initial Closing Date: (a) Copies of resolutions of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby, certified by a Secretary or an Assistant Secretary of the Seller; (b) Copies of resolutions of the Board of Directors of AFL approving the execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby, certified by a Secretary or an Assistant Secretary of AFL; and (c) Evidence that all filings (including, without limitation, UCC filings) required to be made by any Person and actions required to be taken or performed by any Person in any jurisdiction to give the Owner Trustee a first priority perfected lien on, or ownership interest in, the Receivables and the other Trust Property have been made, taken or performed.
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Related to CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE

  • Conditions Precedent to the Initial Extension of Credit The obligation of each Lender to make the initial extensions of credit provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent).

  • Conditions to Obligation of the Depositor The obligation of the Depositor to purchase the Receivables is subject to the satisfaction of the following conditions:

  • CONDITIONS PRECEDENT TO PURCHASE OR SUBSTITUTION Any purchase or substitution of Loans pursuant to these Master Terms is subject to the following conditions precedent being satisfied (and SLM ECFC, by accepting payment, shall be deemed to have certified that all such conditions are satisfied on the date of such purchase): (A) Activities Prior to the Related Purchase Date SLM ECFC shall provide any assistance requested by Funding in determining that all required documentation on the related Loans is present and correct. (B) Continued Servicing Following the execution of each Purchase Agreement, SLM ECFC shall service, or cause to be serviced, all Loans subject to such Purchase Agreement as required under the Higher Education Act until the date of the related ▇▇▇▇ of Sale. (C) ▇▇▇▇ of Sale/Loan Transmittal Summary Form SLM ECFC shall deliver to Funding: (i) a ▇▇▇▇ of Sale that (a) has been duly authorized, executed and delivered, by an authorized officer of SLM ECFC, covering the applicable Loans offered by SLM ECFC, (b) has been accepted by Funding as set forth thereon, selling, assigning and conveying to the Interim Eligible Lender Trustee on behalf of Funding and its assignees all right, title and interest of SLM ECFC, including the insurance interest of SLM ECFC, in each of the related Loans, and (c) states that the representations and warranties made by SLM ECFC in Sections 5(A) and (B) of these Master Terms are true and correct on and as of the date of the ▇▇▇▇ of Sale; and (ii) the Loan Transmittal Summary Form, attached to the ▇▇▇▇ of Sale, identifying each of the Eligible Loans which is the subject of the ▇▇▇▇ of Sale and setting forth the unpaid Principal Balance of each such Loan.

  • Conditions to Closing and Initial Extensions of Credit The obligation of the Lenders to close this Agreement and to make the initial Loan or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions:

  • Conditions Precedent to Initial Extension of Credit The obligation of each Lender to make its initial Advance to any Borrower, and the obligation of each Fronting Bank to issue its initial Letter of Credit, are subject to the conditions precedent that on or before the date of any such Extension of Credit: (a) The Administrative Agent shall have received the following, each dated the same date (except for the financial statements referred to in paragraph (iv)), in form and substance satisfactory to the Administrative Agent and (except for any Note) with one copy for each Fronting Bank and each Lender: (i) This Agreement, duly executed by each of the parties hereto, and Notes requested by any Lender pursuant to Section 2.18(d), duly completed and executed by each Borrower and payable to such Lender; (ii) Certified copies of the resolutions of the Board of Directors of each Borrower approving this Agreement and the other Loan Documents to which it is, or is to be, a party and of all documents evidencing any other necessary corporate action with respect to this Agreement and such Loan Documents; (iii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying (A) the names and true signatures of the officers of such Borrower authorized to sign each Loan Document to which such Borrower is, or is to become, a party and the other documents to be delivered hereunder and (B) that attached thereto are true and correct copies of the Organizational Documents of such Borrower, in each case as in effect on such date; (iv) Copies of all the Disclosure Documents (it being agreed that those Disclosure Documents publicly available on the SEC’s ▇▇▇▇▇ Database or on FE’s website no later than the Business Day immediately preceding the date of such Extension of Credit will be deemed to have been delivered under this clause (iv)); (v) An opinion of ▇▇▇▇▇ Day, special counsel for each Borrower; (vi) A certificate of an Authorized Officer of each Borrower certifying the satisfaction of the conditions specified in Section 3.02(i) with respect to such Borrower; and (vii) Such other certifications, opinions, financial or other information, approvals and documents as the Administrative Agent, any Fronting Bank or any other Lender may reasonably request, all in form and substance satisfactory to the Administrative Agent, such Fronting Bank or such other Lender (as the case may be). (b) The Administrative Agent shall have received the Fee Letters, duly executed by each of the parties thereto. (c) The Borrowers shall have paid, or caused to be paid, all of the fees payable in accordance with the Fee Letters. (d) Prior to or concurrently with the making of such initial Extension of Credit, all amounts outstanding under the Existing FE Credit Agreement, in each case, whether for principal, interest, fees or otherwise, shall have been paid in full, all commitments to lend thereunder shall have been terminated, and the Existing FE Credit Agreement shall have been terminated. (e) The Administrative Agent shall have received all documentation and information required by regulatory authorities under applicable “know your customer” and anti- money laundering rules and regulations, including without limitation the Patriot Act (including, for the avoidance of doubt, Beneficial Ownership Certifications), to the extent such documentation or information is requested by the Administrative Agent on behalf of the Lenders prior to the date hereof.