Common use of Conditions to Sales Clause in Contracts

Conditions to Sales. 3.01 Conditions Precedent to the Purchaser's Purchase of Receivables on the ---------------------------------------------------------------------- Effective Date. The obligation of the Purchaser to purchase Receivables and the -------------- other Receivable Assets related to such Receivables on the Effective Date is subject to the satisfaction of the following conditions precedent which shall have been satisfied, on or prior to the Effective Date: (a) the Purchaser shall have received copies of duly adopted resolutions (or, if applicable, a unanimous consent) of the Board of Directors or the members, as the case may be of the Originators, as in effect on such Effective Date, authorizing the execution of this Agreement and the consummation of the Transactions pursuant to the Transaction Documents; (b) the Purchaser shall have received copies of a Certificate of Good Standing for each Originator issued by the Secretary of State of such Originator's state of incorporation or formation; (c) the Purchaser shall have received copies of a certificate of a Responsible Officer of each Originator certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and the other Transaction Documents to which it is a party and any other documents to be delivered by it hereunder or thereunder, (ii) that attached thereto is a true, correct, and complete copy of such Originator's certificate of incorporation or formation, as the case may be and by-laws, and (iii) that attached thereto is a true correct and complete copy of the document referred to in clause (a) above and (iv) that attached thereto is a true, correct and complete copy of the document referred to in clause (b) above; (d) the Purchaser shall have received copies of fully executed counterparts of this Agreement and each other Transaction Document; (e) the Purchaser shall have received copies of legal opinions, in each case, dated the Effective Date and addressed to: (i) the Rating Agencies, the Funding Agent, the Purchaser and the Trustee from Counsel to each Originator in form and substance satisfactory to the Trustee and the Funding Agent; (ii) the Rating Agencies, the Funding Agent, the Purchaser and the Trustee from ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel for the Originators and the Purchaser, in form and substance satisfactory to the Trustee and the Funding Agent; and (f) the Purchaser shall have received a legal opinion, dated the Effective Date and addressed to the Trustee, the Funding Agent, the Rating Agencies, and the Purchaser from ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New York counsel for Originators, in form and substance satisfactory to the Trustee and the Funding Agent, opining that, as a result of the transactions contemplated by this Agreement, a bankruptcy court would not hold that the Receivables and/or Receivable Assets would be the property of the Originators or the Originators' bankruptcy estate under Section 541 of the Bankruptcy Code; (g) the Purchaser shall have received, to the extent in writing, the Policies of the Originators; (h) the Purchaser shall have received copies of proper financing statements (Form UCC-1), which will be filed on or prior to the Effective Date naming each Originator as the debtor in favor of, in each case, the Purchaser as the secured party or other similar instruments or documents as may be necessary or in the reasonable opinion of the Purchaser desirable under the UCC of all appropriate jurisdictions to perfect the Purchaser's ownership interest in all Receivables and other Receivable Assets sold hereunder; (i) the Purchaser shall have received certified copies of requests for information or copies (or a similar search report certified by parties acceptable to the Trustee and the Funding Agent) dated a date reasonably near the Effective Date listing all effective financing statements or charges which name any Originator (under its present name and any previous name) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clause (h) above, together with copies of such financing statements (none of which shall cover any Receivables or Receivable Assets); (j) the Purchaser shall have received a solvency certificate delivered by each Originator with respect to such Originator's solvency in the form of Schedule 2 hereto; ---------- (k) the Purchaser shall be satisfied that the Originators' systems, procedures and record keeping relating to the Receivables are sufficient and satisfactory in order to permit the sale, assignment, transfer and conveyance of such Receivables and the administration of such Receivables in accordance with the terms and intent of this Agreement; and (l) the Purchaser shall have received such other approvals, opinions or documents as the Purchaser may reasonably request.