Common use of Conveyance of the Contracts Clause in Contracts

Conveyance of the Contracts. (a) The Seller shall sell, transfer, assign, deliver, set over and convey to the Trustee, in trust for the sole benefit of the Certificateholders, finally without recourse or reversion, all right, title and interest of the Seller in and to (i) on the Initial Closing Date, the Initial Contracts as of the Initial Cut-Off Date, and on each Addition Date, the Additional Contracts as of the related Additional Cut-Off Date, and all moneys due and to become due thereunder on or after the Initial Cut-Off Date or Additional Cut-Off Date, as the case may be, (ii) the Equipment, (iii) any proceeds with respect to the Contracts from claims on any Physical Damage Insurance Policy or other insurance covering the Equipment and (iv) the proceeds of any and all the foregoing (collectively, the "Trust Corpus"). The sale by the Seller will not constitute and is not intended to result in an assumption by the Trustee or any Certificateholder of any obligation of the Seller to the Obligors or any other Person in connection with the Contracts, the Contract Files, any Physical Damage Insurance Policy or other insurance covering the Equipment or under any agreements or instruments relating to any of the foregoing. In consideration for each such sale of the Trust Corpus, the Trustee, as paying agent, shall pay to the Seller on the Closing Date, cash in an amount equal to the sum of (i) 100% of the Outstanding Principal Balance of the Contracts transferred to the Trust on such Closing Date and (ii) the Premium Amount. Notwithstanding the foregoing, however, the Trust shall not be obligated to purchase any Contracts on any Closing Date, and the Trustee shall not purchase them, unless a Responsible Officer of the Trustee has confirmed each of the following: (i) the Trustee has received all documents and materials from the Seller, the Servicer and their counsel described in Section 2.01(b) which are required to be delivered to the Trustee including, without limitation, the Sale Certificate from the Seller with respect to the proposed purchase of Contracts on such Closing Date; (ii) the Trustee has given the Certificateholders written notice (together with a copy of the Sale Certificate (and attachments thereto) and computer diskette or electronic spreadsheet file provided to the Trustee by the Seller with respect to such Contracts) of its intent to purchase such Contracts on such Closing Date at least two (2) Business Days' prior to such Closing Date (unless this requirement is waived by the Majority Certificateholders); (iii) if the Sale Certificate expressly states that any of the Contracts proposed to be purchased by the Trust on such Closing Date do not meet one or more of the Eligibility Criteria, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of each such Contract not meeting all of the Eligibility Criteria, including, with respect to each such Contract being consented to, a specific reference in such consent to each of the Eligibility Criteria not being met by such Contract; (iv) if the Sale Certificate proposes the purchase of Contracts with an aggregate Outstanding Principal Balance in excess of $1,000,000 on such Closing Date, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of all such Contracts; and (v) no Responsible Officer of the Trustee has received written notice from the Majority Certificateholders that they wish to liquidate and withdraw all funds on deposit in the Pre-Funding Account as provided in Section 5.04(d) on a date earlier than the earliest date set forth on any of the purchase orders received from the Seller with respect to the Equipment relating to such Contract, and either (A) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date or (B) if additional Certificates are being purchased on such Closing Date, (1) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date plus the aggregate Outstanding Principal Amount of all Certificates to be purchased on such Closing Date and (2) the Trust has received the full amount of the purchase price for all Certificates being purchased on such Closing Date. (b) In connection with the transfer and assignment of the Contracts on each Closing Date, on or prior to each Closing Date, the Seller, the Servicer and their counsel shall deliver to the Trustee (or in the case of (iv), to the Servicer (or its Subservicer) as custodian on behalf of the Trustee, to be returned to the Trustee upon its written request) with respect to the Contracts proposed to be sold to the Trust on such Closing Date: (i) an executed Sale Certificate (and, if applicable, attached thereto copies of any written agreement(s) among the Seller and the Majority Certificateholders setting forth the Minimum Contract Rates(s) of any Contracts(s) determined pursuant to clause (b) of the definition of "Minimum Contract Rate"); (ii) a computer diskette or electronic spreadsheet file providing information with respect to each of the Contracts as described in the definition of "Contracts" above, including, without limitation, all information appearing in the Sale Certificate; (iii) an executed Assignment; (iv) the Contract Files, including the original executed Contracts (with photocopies of same and a written certification that such photocopies represent a true and complete copy of all such Contract Files being provided to the Trustee), which Contracts shall identify the related Equipment by, at a minimum, model number and serial number; (v) on the Initial Closing Date only, filed stamped copies of the UCC-1 financing statements described in Sections 2.01(c) and 11.15; (vi) on the Initial Closing Date only, an executed opinion from counsel for the Seller, addressed to the Initial Purchaser and the Trustee and dated the Initial Closing Date, satisfactory in form and substance to the Initial Purchaser, regarding the true sale of the Contracts by the Seller to the Trust, for the benefit of Certificateholders, on such Initial Closing Date and each subsequent Closing Date (with an original execution copy of such opinion also being delivered to the Initial Purchaser on the Initial Closing Date); (vii) a certificate of each of the Seller and Servicer, signed by an executive officer thereof, dated the applicable Closing Date, to the effect that: (A) the representations and warranties of the Seller and Servicer in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on such date, and each of the Seller and Servicer has complied with all the agreements, performed all the obligations and satisfied all the conditions on its part to be complied with, performed or satisfied under this Agreement at or prior to the Closing Date; and (B) since the date of the Servicer's most recent audited financial statements, there has been no material adverse change, or any development respecting a prospective change, in the condition (financial or other) of the Servicer or the Seller, whether or not arising from transactions in the ordinary course of business; and (C) (solely in the Servicer's certificate), no event with respect to the Servicer has occurred and is continuing which would constitute an Event of Default or an event that with notice or lapse of time or both would become an Event of Default under this Agreement. (viii) photocopies of all purchase orders issued by the Seller to all vendors of the Equipment relating to such Contracts, together with a written certification that such photocopies represent a true and complete copy of all such purchase orders; and (ix) such other documents as the Trustee may reasonably request. (c) Prior to the Initial Closing Date, the Seller, for the benefit of the Trustee, shall, in connection with the conveyance described in Section 2.01(a), deliver to the Servicer, the financing statements described in Exhibit C. The Seller shall also arrange for the delivery to the Servicer or its assignee, as applicable, of any appropriate Uniform Commercial Code continuation statements as may be necessary in connection with the financing statements referenced in the foregoing sentence. The Servicer shall cause such UCC-1 financing statements to be filed or recorded in all such appropriate places, and shall take all other actions necessary to perfect (i) the first priority ownership interests granted by the Seller to the Trustee in the Trust Corpus pursuant to Section 2.01 and (ii) the first priority security interests granted by the Seller to the Trustee in the Trust Corpus pursuant to Section 11.

Conveyance of the Contracts. (a) The Seller shall sellDepositor, concurrently with the execution and delivery hereof does hereby transfer, assign, deliver, set over and otherwise convey to the TrusteeTrustee without recourse, in trust for the sole benefit of the Certificateholders, finally without recourse or reversionCertificateholders and the Certificate Insurer, all the right, title and interest of the Seller in Depositor, including any security interest therein for the benefit of the Depositor, whether now owned or hereafter acquired in, to and to under (i) the Contracts listed on the Initial Closing DateContract Schedule, as amended from time to time (including the Initial security interests created thereby), including all principal of and interest due on or with respect to such Contracts as of the Initial Cut-Off Date, and on each Addition Date, the Additional Contracts as of the related Additional Cut-Off Date, and all moneys due and to become due thereunder on or after the Initial Cut-Off off Date or Additional (excluding interest accrued on such Contracts before the Cut-Off Date, as off Date and Obligatory Advances made by the case may be, Servicer prior to the Cut-off Date and remaining unreimbursed); (ii) all of the Equipment, rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts; (iii) any proceeds all documents contained in the Servicing Files, the Contract Files and in the Land Home Contract Files with respect to the Contracts from claims on any Physical Damage Insurance Policy or other insurance covering the Equipment and related Contracts; (iv) the proceeds all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of any deposit, goods, letters of credit, advices of credit, and all the foregoing (collectivelyinvestment property, the "Trust Corpus"). The sale by the Seller will not constitute and is not intended to result in an assumption by the Trustee consisting of, arising from, or any Certificateholder of any obligation of the Seller to the Obligors or any other Person in connection with the Contracts, the Contract Files, any Physical Damage Insurance Policy or other insurance covering the Equipment or under any agreements or instruments relating to any of the foregoing. In consideration for each such sale ; (v) all rights of the Trust CorpusDepositor under the Sale and Servicing Agreement, the Trustee, as paying agent, shall pay to the Seller on the Closing Date, cash in an amount equal to the sum of (i) 100% of the Outstanding Principal Balance of the Contracts transferred to the Trust on such Closing Date and (ii) the Premium Amount. Notwithstanding the foregoing, however, the Trust shall not be obligated to purchase any Contracts on any Closing Date, and the Trustee shall not purchase them, unless a Responsible Officer of the Trustee has confirmed each of the following: (i) the Trustee has received all documents and materials from the Seller, the Servicer and their counsel described in Section 2.01(b) which are required to be delivered to the Trustee including, including without limitation, all indemnities and the Sale Certificate from the Seller with respect to the proposed purchase of Contracts on such Closing Date; (ii) the Trustee has given the Certificateholders written notice (together with a copy representations and warranties of the Sale Certificate (and attachments thereto) and computer diskette or electronic spreadsheet file provided to the Trustee by the Seller with respect to such Contracts) of its intent to purchase such Contracts on such Closing Date at least two (2) Business Days' prior to such Closing Date (unless this requirement is waived by the Majority Certificateholders); (iii) if the Sale Certificate expressly states that any of the Contracts proposed to be purchased by the Trust on such Closing Date do not meet one or more of the Eligibility Criteria, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of each such Contract not meeting all of the Eligibility Criteria, including, with respect to each such Contract being consented to, a specific reference in such consent to each of the Eligibility Criteria not being met by such Contract; (iv) if the Sale Certificate proposes the purchase of Contracts with an aggregate Outstanding Principal Balance in excess of $1,000,000 on such Closing Date, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of all such Contracts; and (v) no Responsible Officer of the Trustee has received written notice from the Majority Certificateholders that they wish to liquidate and withdraw all funds on deposit in the Pre-Funding Account as provided in Section 5.04(d) on a date earlier than the earliest date set forth on any of the purchase orders received from the Seller with respect to the Equipment relating to such Contract, and either (A) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date or (B) if additional Certificates are being purchased on such Closing Date, (1) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date plus the aggregate Outstanding Principal Amount of all Certificates to be purchased on such Closing Date and (2) the Trust has received the full amount of the purchase price for all Certificates being purchased on such Closing Date. (b) In connection with the transfer and assignment of the Contracts on each Closing Date, on or prior to each Closing Date, the Seller, the Servicer and their counsel shall deliver to the Trustee (or in the case of (iv), to the Servicer (or its Subservicer) as custodian on behalf of the Trustee, to be returned to the Trustee upon its written request) Originator with respect to the Contracts proposed to be sold to the Trust on such Closing Date: (i) an executed Sale Certificate (and, if applicable, attached thereto copies of any written agreement(s) among the Seller and the Majority Certificateholders setting forth the Minimum Contract Rates(srelated remedies for breach thereof; (vi) of any Contracts(s) determined pursuant to clause (b) all rights of the definition of "Minimum Depositor under the Contract Rate"); (ii) a computer diskette or electronic spreadsheet file providing information with respect to each of the Contracts as described in the definition of "Contracts" abovePurchase Agreement, including, including without limitation, all information appearing in the Sale Certificate; (iii) an executed Assignment; (iv) the Contract Files, including the original executed Contracts (with photocopies of same indemnities and a written certification that such photocopies represent a true and complete copy of all such Contract Files being provided to the Trustee), which Contracts shall identify the related Equipment by, at a minimum, model number and serial number; (v) on the Initial Closing Date only, filed stamped copies of the UCC-1 financing statements described in Sections 2.01(c) and 11.15; (vi) on the Initial Closing Date only, an executed opinion from counsel for the Seller, addressed to the Initial Purchaser and the Trustee and dated the Initial Closing Date, satisfactory in form and substance to the Initial Purchaser, regarding the true sale of the Contracts by the Seller to the Trust, for the benefit of Certificateholders, on such Initial Closing Date and each subsequent Closing Date (with an original execution copy of such opinion also being delivered to the Initial Purchaser on the Initial Closing Date); (vii) a certificate of each of the Seller and Servicer, signed by an executive officer thereof, dated the applicable Closing Date, to the effect that: (A) the representations and warranties of the Seller and Servicer in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on such date, and each of the Seller and Servicer has complied with all the agreements, performed all the obligations and satisfied all the conditions on its part to be complied with, performed or satisfied under this Agreement at or prior to the Closing Date; and (B) since the date of the Servicer's most recent audited financial statements, there has been no material adverse change, or any development respecting a prospective change, in the condition (financial or other) of the Servicer or the Seller, whether or not arising from transactions in the ordinary course of business; and (C) (solely in the Servicer's certificate), no event with respect to the Servicer has occurred Contracts and is continuing which would constitute an Event the related remedies for breach thereof; (vii) all rights of Default or an event that with notice or lapse of time or both would become an Event of Default the Depositor under this the Yield Maintenance Agreement. ; and (viii) photocopies all proceeds of any of the foregoing. Such assignment includes all purchase orders issued interest and principal due after the Cut-off Date with respect to the Contracts. The ownership of each Contract and the contents of the related Contract File or Land Home Contract File, as applicable, and Servicing File are vested in the Trustee. The Depositor hereby disclaims any and all right, title and other ownership interest in and to the Contracts (including the security interests created thereby). The contents of each Contract File and, except as provided in Section 3.16(e) and/or 3.16(f)), the contents of each Land Home Contract File, as applicable, and Servicing File are and shall be held by the Seller to all vendors of the Equipment relating to such Contracts, together with a written certification that such photocopies represent a true and complete copy of all such purchase orders; and (ix) such other documents as the Trustee may reasonably request. (c) Prior to the Initial Closing Date, the SellerCustodian, for the benefit of the Trustee as the owner thereof (it being understood that the Servicer's possession of the contents of each Contract File and Servicing File so retained is for the sole purpose of servicing the related Contract, and such retention and possession by the Servicer is in a custodial capacity only). Neither the Depositor nor the Servicer shall take any action inconsistent with the Trustee's ownership of the Contracts, and the Depositor and the Servicer shall promptly indicate to all inquiring parties that the Contracts have been sold, transferred, assigned, set over and conveyed to the Trustee and shall not claim any ownership interest in the Contracts. (b) Although the parties intend that the conveyance of the Depositor's right, title and interest in and to the Contracts pursuant to this Agreement shall constitute a purchase and sale and not a loan, if such conveyances are deemed to be a loan, the parties intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties also intend and agree that the Depositor shall be deemed to have granted to the Trustee, shalland Depositor does hereby grant to the Trustee, to secure payment of the Certificates according to their terms and the performance of all of the Depositor's obligations hereunder, a perfected first-priority security interest in all of its right, title and interest, whether now owned or hereafter acquired, in connection with the conveyance described in Section 2.01(a), deliver and to the Servicer, the financing statements described in Exhibit C. The Seller shall also arrange for the delivery to the Servicer or its assignee, as applicable, of any appropriate Uniform Commercial Code continuation statements as may be necessary in connection with the financing statements referenced in the foregoing sentence. The Servicer shall cause such UCC-1 financing statements to be filed or recorded in all such appropriate places, and shall take all other actions necessary to perfect (i) the first priority ownership Contracts listed on the Contract Schedule, as amended from time to time (including the security interests granted created thereby), including all principal of and interest due on or with respect to such Contracts on or after the Cut-off Date (excluding interest accrued on such Contracts before the Cut-off Date and Obligatory Advances made by the Seller Servicer prior to the Trustee in the Trust Corpus pursuant to Section 2.01 Cut-off Date and remaining unreimbursed); (ii) all of the first priority rights under all Hazard Insurance Policies relating to the Manufactured Homes securing such Contracts for the benefit of the creditors under such Contracts; (iii) all documents contained in the Servicing Files, the Contract Files and in the Land Home Contract Files with respect to the related Contracts; (iv) all accounts, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit, and investment property, consisting of, arising from, or relating to any of the foregoing; (v) all rights of the Depositor under the Sale and Servicing Agreement, including without limitation, all indemnities and the representations and warranties of the Originator with respect to the Contracts and the related remedies for breach thereof; (vi) all rights of the Depositor under the Contract Purchase Agreement, including without limitation, all indemnities and the representations and warranties of the Seller with respect to the Contracts and the related remedies for breach thereof; (vii) all rights of the Depositor under the Yield Maintenance Agreement; and (viii) all proceeds of any of the foregoing. The parties intend and agree that this Agreement shall constitute a security agreement under applicable law. If the trust created by this Agreement terminates prior to the satisfaction of the claims of any Person under any Certificates, the security interests granted by the Seller to created hereby shall continue in full force and effect and the Trustee shall be deemed to be the collateral agent for the benefit of such Person. The Trustee shall have all of the rights and remedies of a secured party under the UCC as in force in the Trust Corpus pursuant to Section 11relevant jurisdiction.

Conveyance of the Contracts. (a) The Seller shall In consideration of the purchase price for the Company Contracts and the retention of the AO Interest, on the Closing Date, the Company shall, and by execution of this Agreement hereby does, sell, transfer, assign, deliverassign absolutely, set over and otherwise convey to the TrusteeTrust, in trust for and the sole benefit Trust shall, and by execution of this Agreement hereby does, purchase, (i) all the Certificateholders, finally without recourse or reversion, all right, title and interest of the Seller Company in and to the Company Contracts and all the rights, benefits, and obligations arising from and in connection with each Company Contract, (iii) on the Initial Closing Date, the Initial Contracts as an assignment of the Initial Cut-Off Datesecurity interests in the Financed Boats granted by the Obligors and any accessions thereto pursuant to the Company Contracts, and (iii) all monies received by the Company on each Addition Date, or with respect to the Additional Company Contracts as of the related Additional Cut-Off Date, and all moneys due and to become due thereunder on or after the Initial Cut-Off off Date or Additional (exclusive of (i) payments with respect to Post Cut-Off Date, as the case may be, off Date Insurance Add-Ons and (ii) interest due and payable prior to the EquipmentCut-off Date), (iiiiv) the interest of the Company in the Financed Boats (including any right to receive future Net Liquidation Proceeds) that secures the Company Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust, (v) all rights of the Company to proceeds from Insurance Policies covering individual Financed Boats or the Obligors and the Company Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket physical damage policy, to the extent such proceeds relate to any Financed Boat, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Company Contracts from claims on (other than any Physical Damage Insurance Policy right as against a Dealer under a Dealer Agreement or other insurance covering such agreement), (viii) all amounts credited to the Equipment Collection Account, (ix) all proceeds in any way derived from any of the foregoing items, and (ivx) all documents contained in the proceeds of any and all Contract Files relating to the foregoing Company Contracts (collectively, the items in clauses (ii) through (x) are referred to herein as the "Trust CorpusRelated Company Contract Assets"). The sale by parties intend and agree that the Seller will not constitute and is not intended to result in an assumption by the Trustee or any Certificateholder of any obligation conveyance of the Seller Company's right, title and interest in and to the Obligors or any other Person Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Company Contracts shall be an amount equal to $435,081,432.60. Such purchase price shall be payable in connection with immediately available funds on the Contracts, the Contract Files, any Physical Damage Insurance Policy or other insurance covering the Equipment or under any agreements or instruments relating to any of the foregoingClosing Date. In consideration for each such sale of the purchase price for the Selling Trust CorpusContracts, the Trustee, as paying agent, shall pay to the Seller on the Closing Date, cash the Selling Trust shall, and by execution of this Agreement hereby does, sell, transfer, assign absolutely, set over and otherwise convey to the Trust, and the Trust shall, and by execution of this Agreement hereby does, purchase, (i) all the right, title and interest of the Selling Trust in and to the Selling Trust Contracts and all the rights, benefits, and obligations arising from and in connection with each Selling Trust Contract, (ii) an assignment of the security interests in the Financed Boats granted by the Obligors and any accessions thereto pursuant to the Selling Trust Contracts, (iii) all monies received by the Selling Trust on or with respect to the Selling Trust Contracts on or after the Cut-off Date (exclusive of (i) payments with respect to Post Cut-off Date Insurance Add-Ons and (ii) interest due and payable prior to the Cut-off Date), (iv) the interest of the Selling Trust in the Financed Boats (including any right to receive future Net Liquidation Proceeds) that secures the Selling Trust Contracts and that shall have been repossessed by the Servicer by or on behalf of the Trust, (v) all rights of the Selling Trust to proceeds from Insurance Policies covering individual Financed Boats or the Obligors and the Selling Trust Contracts, (vi) the proceeds from any Servicer's Errors and Omissions Protection Policy, any fidelity bond and any blanket physical damage policy, to the extent such proceeds relate to any Financed Boat, (vii) all rights of recourse against any cosigner or under any personal guarantee with respect to the Selling Trust Contracts (other than any right as against a Dealer under a Dealer Agreement or other such agreement), (viii) all amounts credited to the Collection Account, (ix) all proceeds in any way derived from any of the foregoing items, and (x) all documents contained in the Contract Files relating to the Selling Trust Contracts (the items in clauses (ii) through (x) are referred to herein as the "Related Selling Trust Contract Assets"). The parties intend and agree that the conveyance of the Selling Trust's right, title and interest in and to the Contracts (and all rights, entitlements and amounts listed above) pursuant to this Agreement shall constitute an absolute sale. The "purchase price" for the Selling Trust Contracts shall be an amount equal to $297,072,042.40. Such purchase price shall be payable in immediately available funds on the sum of (i) 100% Closing Date. Each of the Outstanding Principal Balance of the Contracts transferred to the Trust on such Closing Date and (ii) the Premium Amount. Notwithstanding the foregoing, however, the Trust shall not be obligated to purchase any Contracts on any Closing Date, Company and the Trustee Selling Trust hereby declares and covenants that it shall not purchase themat no time have any legal, unless a Responsible Officer of the Trustee has confirmed each of the following: (i) the Trustee has received all documents and materials from the Sellerequitable or beneficial interest in, the Servicer and their counsel described in Section 2.01(b) which are required to be delivered to the Trustee including, without limitation, the Sale Certificate from the Seller with respect to the proposed purchase of Contracts on such Closing Date; (ii) the Trustee has given the Certificateholders written notice (together with a copy of the Sale Certificate (and attachments thereto) and computer diskette or electronic spreadsheet file provided to the Trustee by the Seller with respect to such Contracts) of its intent to purchase such Contracts on such Closing Date at least two (2) Business Days' prior to such Closing Date (unless this requirement is waived by the Majority Certificateholders); (iii) if the Sale Certificate expressly states that any of the Contracts proposed to be purchased by the Trust on such Closing Date do not meet one or more of the Eligibility Criteria, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of each such Contract not meeting all of the Eligibility Criteria, including, with respect to each such Contract being consented to, a specific reference in such consent to each of the Eligibility Criteria not being met by such Contract; (iv) if the Sale Certificate proposes the purchase of Contracts with an aggregate Outstanding Principal Balance in excess of $1,000,000 on such Closing Date, the Trustee has received the prior written consent of the Majority Certificateholders to the purchase of all such Contracts; and (v) no Responsible Officer of the Trustee has received written notice from the Majority Certificateholders that they wish to liquidate and withdraw all funds on deposit in the Pre-Funding Account as provided in Section 5.04(d) on a date earlier than the earliest date set forth on any of the purchase orders received from the Seller with respect to the Equipment relating to such Contract, and either (A) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date or (B) if additional Certificates are being purchased on such Closing Date, (1) the purchase price to be paid for such Contracts set forth in the Sale Certificate does not exceed the balance on deposit in the Pre-Funding Account as of the Closing Date plus the aggregate Outstanding Principal Amount of all Certificates to be purchased on such Closing Date and (2) the Trust has received the full amount of the purchase price for all Certificates being purchased on such Closing Date. (b) In connection with the transfer and assignment of the Contracts on each Closing Date, on or prior to each Closing Date, the Seller, the Servicer and their counsel shall deliver to the Trustee (or in the case of (iv), to the Servicer (or its Subservicer) as custodian on behalf of the Trustee, to be returned to the Trustee upon its written request) with respect to the Contracts proposed to be sold to the Trust on such Closing Date: (i) an executed Sale Certificate (and, if applicable, attached thereto copies of any written agreement(s) among the Seller and the Majority Certificateholders setting forth the Minimum Contract Rates(s) of any Contracts(s) determined pursuant to clause (b) of the definition of "Minimum Contract Rate"); (ii) a computer diskette or electronic spreadsheet file providing information with respect to each of the Contracts as described in the definition of "Contracts" aboveright, including, without limitation, all information appearing any reversionary or offset right, to the Collection Account and the Reserve Account, and that, in the Sale Certificate; (iii) an executed Assignment; (iv) the Contract Files, including the original executed Contracts (with photocopies of same and a written certification that such photocopies represent a true and complete copy of all such Contract Files being provided to the Trustee), which Contracts shall identify the related Equipment by, at a minimum, model number and serial number; (v) on the Initial Closing Date only, filed stamped copies event it receives any of the UCC-1 financing statements described same, it shall hold same in Sections 2.01(c) and 11.15; (vi) on the Initial Closing Date only, an executed opinion from counsel for the Seller, addressed to the Initial Purchaser and the Trustee and dated the Initial Closing Date, satisfactory in form and substance to the Initial Purchaser, regarding the true sale of the Contracts by the Seller to the Trust, trust for the benefit of Certificateholdersthe Trust on behalf of the Securityholders and shall immediately endorse over to the Trust any such amount it receives. Neither the Seller nor the Servicer shall have the right to remove any Contracts from the Trust after the Closing Date. In addition, on such Initial Closing Date and each subsequent Closing Date (with an original execution copy of such opinion also being delivered to the Initial Purchaser on the Initial Closing Date); (vii) a certificate of each of the Seller and Servicer, signed by an executive officer thereof, dated the applicable Closing Date, to the effect that: (A) the representations and warranties of the Seller and Servicer in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on such date, and each of the Seller and Servicer has complied with all the agreements, performed all the obligations and satisfied all the conditions on its part to be complied with, performed or satisfied under this Agreement at or prior to the Closing Date; and (B) since , the date of Company shall cause the Servicer's most recent audited financial statements, there has been no material adverse change, or any development respecting a prospective change, in Insurer to deliver the condition (financial or other) of the Servicer or the Seller, whether or not arising from transactions in the ordinary course of business; and (C) (solely in the Servicer's certificate), no event with respect Note Insurance Policy to the Servicer has occurred and is continuing which would constitute an Event of Default or an event that with notice or lapse of time or both would become an Event of Default under this Agreement. (viii) photocopies of all purchase orders issued by the Seller to all vendors of the Equipment relating to such Contracts, together with a written certification that such photocopies represent a true and complete copy of all such purchase orders; and (ix) such other documents as the Indenture Trustee may reasonably request. (c) Prior to the Initial Closing Date, the Seller, for the benefit of the Trustee, shall, in connection with Holders of the conveyance described in Section 2.01(a), deliver Notes and the Certificate Insurance Policy to the Servicer, the financing statements described in Exhibit C. The Seller shall also arrange Owner Trustee for the delivery to benefit of the Servicer or its assignee, as applicable, holders of any appropriate Uniform Commercial Code continuation statements as may be necessary in connection with the financing statements referenced in the foregoing sentence. The Servicer shall cause such UCC-1 financing statements to be filed or recorded in all such appropriate places, and shall take all other actions necessary to perfect (i) the first priority ownership interests granted by the Seller to the Trustee in the Trust Corpus pursuant to Section 2.01 and (ii) the first priority security interests granted by the Seller to the Trustee in the Trust Corpus pursuant to Section 11Certificates.