Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts identifying all Initial and Additional Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment in the form of Exhibit G hereto. e. A letter acceptable to the Underwriters from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and setting forth the results of such review. f. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts identifying all Initial and Additional ContractsLoans attached to this Agreement as Exhibit L, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E heretohereto on behalf of the Seller and the Originator. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment in the form of Exhibit G hereto. e. A letter letter, acceptable to the Underwriters Underwriters, from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts Loans on a statistical sampling basis and setting forth the results of such review. f. e. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust Agreement and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts identifying all Initial and Additional Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment acknowledgement in the form of Exhibit G hereto. e. A letter acceptable to the Underwriters from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and setting forth the results of such review. f. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts identifying all Initial and Additional Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment acknowledgement in the form of Exhibit G hereto. e. A letter acceptable to the Underwriters from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and setting forth the results of such review. f. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller. g. Officially certified recent evidence of due incorporation and good standing of the Seller under the laws of the State of Minnesota.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the Trustee: a. The List of Contracts identifying all Initial and Additional ContractsLoans attached to this Agreement as Exhibit L, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E heretohereto on behalf of the Seller and the Originator. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment in the form of Exhibit G hereto. e. A letter letter, acceptable to the Underwriters Underwriter, from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts Loans on a statistical sampling basis and setting forth the results of such review. f. e. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust Agreement and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered the following documents to the TrusteeTrustee each of the documents listed below: a. The List of Contracts identifying all Initial and Additional Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller. b. A certificate of an officer of each of the Originator and Seller substantially in the form of Exhibit E hereto. c. An Opinion of Counsel for each of the Originator and Seller substantially in the form of Exhibit F hereto. d. The Trustee's acknowledgment in the form of Exhibit G hereto. e. A letter acceptable to the Underwriters from PricewaterhouseCoopers LLP or another nationally recognized accounting firm, stating that such firm has reviewed the Initial Contracts on a statistical sampling basis and setting forth the results of such review. f. Copies of resolutions of the board of directors of the Seller or of the executive committee of the board of directors of the Seller approving the execution, delivery and performance of this Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the secretary or an assistant secretary of the Seller.