Common use of CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE Clause in Contracts

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.

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 OFL 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 AFLOFL; 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.