Common use of Conditions Precedent to Initial Transfer Clause in Contracts

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. (e) Completed requests for information, dated on or before the date of such initial Transfer, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waived.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder is ---------- is subject to the conditions precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto, including, without limitation, any financing statements filed against the Originator as the Transferee may deem reasonably necessary or desirable to perfect the Transferee's interest in the Equipment. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. (e) Completed requests for information, dated on or before the date of such initial Transfer, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waived.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee)Transfer, naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. (e) Completed requests for information, dated on or before the date of such initial Transfer, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waived.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. ------------------------------------------------------------ The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee)Transfer, naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. (e) Completed requests for information, dated on or before the date of such initial Transfer, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waived.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions condition precedent that the Transferee shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Transferee: (a) Certified copies a copy of the resolutions of the Board board of Directors directors of the Originator Transferor approving this Agreement and the other Loan Documents to be delivered by it hereunder and the transactions contemplated hereby, certified copies of all documents evidencing other necessary corporate by its secretary or limited liability company action and governmental approvals, if any, with respect to this Agreement.assistant secretary; (b) A (i) a certificate of the Secretary secretary or Assistant Secretary assistant secretary of the Originator Transferor certifying the names and true signatures of the officers of the Originator authorized on its behalf to sign this Agreement and the other documents to be delivered by it hereunder.hereunder (on which certificate the Transferee may conclusively rely until such time as the Transferee shall receive from the Transferor a revised certificate meeting the requirements of this subsection (b)), (ii) a copy of the certificate of incorporation of the Transferor and (iii) a copy of the Transferor’s by-laws; (c) Acknowledgment copies or time stamped receipt copies of financing statements (Form UCC-1), in proper financing statementsform for filing, duly filed on or before naming Medallion Financial as the date debtor/seller of the initial Transfer (or such later date Financial Medallion Loans and Related Assets, the Transferor as determined by the Transferee), naming the Originator as the debtor secured party/buyer/assignor and the Transferee as the secured partyassignee thereof, or other similar instruments or documents, as may be necessary or, in the Transferee may deem necessary or opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Financial Medallion Loans; (d) financing statements (Form UCC-1), in proper form for filing, naming Freshstart as the debtor/seller of the Freshstart Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other applicable documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Freshstart Medallion Loans; (e) financing statements (Form UCC-1), in proper form for filing, naming Medallion Capital as the debtor/seller of the Capital Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Capital Medallion Loans; (f) financing statements (Form UCC-1), in proper form for filing, naming the Transferor as the debtor/seller of the Medallion Loans and Related Assets and the Transferee as secured party/buyer/assignor and the Agent as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferee's security interest ’s interests in the Transferred Receivables Medallion Loans and Related Security and Collections with respect thereto.Assets; (dg) Acknowledgment copies or time receipt-stamped receipt copies of proper financing statementsstatements (Form UCC-3), if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, any Medallion Loans and Related Contracts or Related Security Assets previously granted by the Originator.Transferor, Medallion Financial, Freshstart or Medallion Capital; (eh) Completed requests for informationan opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, dated on counsel to the Transferor, the Transferee, Medallion Financial, regarding the characterization of the Financial Medallion Loans sold by Medallion Financial to the Transferor pursuant to the Medallion Financial Loan Sale Agreement, the Freshstart Medallion Loans sold by Freshstart to the Transferor pursuant to the Freshstart Loan Sale Agreement, the Capital Medallion Loans sold by Medallion Capital to the Transferor pursuant to the Medallion Capital Loan Sale Agreement and the Medallion Loans sold or before contributed by the date Transferor to the Transferee hereunder as true sales or contributions of, and not loans secured by, the Financial Medallion Loans, the Freshstart Medallion Loans, the Capital Medallion Loans or the Medallion Loans, as applicable, and as to the substantive nonconsolidation of such initial Transfereither the Transferor or Medallion Financial with the Transferee in a bankruptcy of the Transferor; and (i) an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, listing all effective financing statements filed in counsel to the jurisdictions referred Transferor, as to in subsection (c) above that name the Originator as debtorperfection, together with copies of priority, certain corporate matters and such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security). (f) Payment by matters as the Transferee to the Originator for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waivedmay reasonably request.

Conditions Precedent to Initial Transfer. from The obligations of the ------------------------------------------------- Originator. The Trust to purchase the initial Transfer of Receivables from Mortgage Loans and the Originator hereunder ---------- is Note Purchaser to purchase the initial Secured Note will be subject to the conditions precedent that satisfaction on the Transferee initial Transfer Date of the following conditions: (a) Each of the obligations of the Originators and the Depositor required to be performed by it on or prior to the date hereof and the related Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor and the Originators under this Agreement shall be true and correct as of the date hereof and the related Transfer Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, and the Note Purchaser shall have received a certificate to the effect of the foregoing signed by an authorized officer of each of the Depositor and the Originators. In addition, with respect to each Transfer Date, each Mortgage Loan to be conveyed to the Trust on or before the date of such Transfer Date shall be determined by the followingNote Purchaser, each in its sole discretion, to be securitizable. 50 (unless otherwise indicatedb) dated such dateAll fees and expenses set forth in Section 5.03 shall have been paid by the Originators and/or the Depositor. (c) The Mortgage Loans will be acceptable to the Note Purchaser, in its sole reasonable discretion. (d) The Note Purchaser shall have received the following additional closing documents, in form and substance reasonably satisfactory to the TransfereeNote Purchaser and its counsel: (ai) Certified copies the Mortgage Loan Schedule; (ii) this Agreement, the Indenture, the Trust Agreement, and the Purchase Agreement dated as of July 6, 2000 between the Depositor and UBS Principal Finance, LLC and all documents required thereunder, duly executed and delivered by each of the parties thereto; (iii) officer's certificates of an officer of each of the Originators, the Depositor and the Sponsor, dated as of the Date hereof, and attached thereto resolutions of the Board board of Directors directors and a copy of the Originator approving this Agreement charter and by-laws; (iv) copy of each of the Originators and the Depositor's charter and all amendments, revisions, and supplements thereof, certified copies by a secretary of all documents evidencing each entity; (v) an opinion of the counsel for the Originators, the Depositor and the Sponsor as to various corporate matters in a form acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vi) an opinion of the counsel for the Originators and the Depositor stating that the Secured Notes will be treated as indebtedness and that the Trust will not be taxable as a corporation, a publicly traded partnership or a taxable mortgage pool, in a form acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vii) opinions of counsel for the Originators and the Depositor relating to certain bankruptcy, true sale and non-consolidation matters, in forms acceptable to the Note Purchaser and its counsel (it being agreed that such opinions shall expressly provide that the Indenture Trustee shall be entitled to rely on such opinions); (viii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (ix) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (x) an opinion or opinions of counsel for the Servicer, in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (xi) an opinion of counsel for the Note Purchaser, addressing the enforceability and other necessary corporate or limited liability company action and governmental approvals, if any, matters with respect to this Agreement.the business purpose loans; (bxii) A certificate an opinion of Xxxx Xxxxx, counsel to the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement Servicer and the other documents Originator, in form and substance acceptable to be delivered by it hereunder.the Note Purchaser and its counsel; and (cxiii) Acknowledgment copies or time stamped receipt copies of proper financing statementsbackground check on Xxxxxxx Xxxxxxxx, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor Xx. shall have been completed and the Transferee as results of such background check is satisfactory to the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the OriginatorNote Purchaser. (e) Completed requests for information, dated on or before All proceedings in connection with the date of such initial Transfer, listing transactions contemplated by this Agreement and all effective financing statements filed documents incident hereto shall be satisfactory in form and substance to the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security)Note Purchaser and its counsel. (f) Payment by The Originators and the Transferee Depositor shall have furnished the Note Purchaser with such other certificates of its officers or others and such other documents or opinions as the Note Purchaser or its counsel may reasonably request. (g) The Servicer shall have delivered to the Originator for Note Purchaser the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waivedreport, dated April 30, 2000, of independent accountants described in Section 7.10.

Conditions Precedent to Initial Transfer. from On or prior to ---------------------------------------- the ------------------------------------------------- Originator. The initial Transfer of Receivables from Closing Date, the Originator hereunder ---------- is subject Transferor and the Servicer shall deliver to the conditions precedent that Agent (with sufficient copies for each Senior Class Agent and their respective counsel) the Transferee following documents, instruments and fees, all of which shall have received on or before the date of such Transfer the following, each (unless otherwise indicated) dated such date, be in a form and substance satisfactory acceptable to the TransfereeAgent and each Senior Class Agent: (a) Certified copies A copy of the resolutions of the Board of Directors (or Executive Committee) of each of the Originator Transferor and the Servicer, certified by an Executive Vice President, Senior Vice President, Treasurer, Secretary or Assistant Secretary, approving this Agreement the execution, delivery and certified copies performance by the Transferor and the Servicer, respectively, of all documents evidencing other necessary corporate or limited liability company action and governmental approvalsthe Series Supplement, if any, with respect to this Agreement, the Certificates and the other Transaction Documents to which the Transferor or the Servicer is a party. (b) The Certificate of Incorporation of the Transferor and the Servicer, certified by the Secretary of State or other similar official of its jurisdiction of incorporation dated a recent date and further certified by an officer of each respective corporation. (c) A Good Standing Certificate for the Transferor and the Servicer and issued by the Secretary of State or other similar official of its jurisdiction of incorporation and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by the Transaction Documents to which such Person is a party, in each case dated a date reasonably prior to the Closing Date. (d) A certificate of the an Executive Vice President, Senior Vice President, Treasurer, Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement Transferor and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest Servicer substantially in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies form of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator.Exhibit C hereto. --------- (e) Completed requests for informationFavorable opinions of Xxxxxx & Bird LLP, dated on or before counsel to the date Transferor, the Servicer and each Eligible Originator in substantially the form of such initial Transferopinions previously delivered in respect of other Series of Certificates issued by the Trust with respect to certain corporate and enforceability, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtorUCC, together with copies of such other financing statements (none of which shall cover any Transferred Receivablesfederal and state income tax, Related Contracts or Related Security)FIRREA and substantive non-consolidation matters. (f) Payment Favorable opinions of counsel to the Trustee, as to the due authorization, execution and delivery by the Transferee Trustee of the Series Supplement and each other Transaction Document executed by the Trustee. (g) An executed copy of the Master Pooling and Servicing Agreement, the Series Supplement, this Agreement, the Fee Letters, and executed or a certified copy of each of the other Transaction Documents to be executed by the Transferor or the Servicer. (h) The Class A Variable Funding Certificates in the face amount of $250,410,000 and the Subordinate Class Certificates in the face amount of $16,000,000, in each case duly executed by the Transferor and duly authenticated by the Trustee and issued, in the case of the Class A Variable Funding Certificates, to the Originator for parties specified in Section 2.1 hereof and, in the initial Transfer hereunder will constitute acknowledgment that case of the conditions set forth above have been satisfied Subordinate Class Certificates, to the Transferor. (i) Payment of (i) any fees to be paid on or waivedprior to the Closing Date pursuant to the Fee Letter and (ii) all up-front fees to be paid to the Senior Class Conduits. (j) Such other documents, instruments, certificates and opinions as the Agent, any Senior Class Agent or any Bank Investor shall reasonably request.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- pursuant to this Agreement is subject to the conditions condition precedent that the Transferee Administrator, on Transferee's behalf, shall have received received, on or before the date of such Transfer initial Transfer, the following, following each (unless otherwise indicated) dated such date, date and in form and substance reasonably satisfactory to the TransfereeAdministrator: (a) Certified copies of the resolutions of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect Executed counterparts to this Agreement., duly executed by each of the parties hereto; (b) The Sale Agreement, duly executed by the parties thereto and a copy of each document delivered pursuant to Section 4.1 thereof; (c) A certificate of the Secretary or Assistant Secretary of each Transaction Party certifying (i) the Originator certifying Articles or Certificate of Incorporation of such Transaction Party, duly certified by the Secretary of State of such Transaction Party's state of incorporation, as of a recent date acceptable to Administrator, on Transferee's behalf, (ii) a copy of the by-laws of such Transaction Party, (iii) the names and true signatures of the officers of the Originator such Transaction Party authorized on its behalf to sign this Agreement and the other documents Transaction Documents to be delivered by it hereunder.hereunder (on which certificate the Administrator and Transferee may conclusively rely until such time as the Administrator, on Transferee's behalf, shall receive from such Transaction Party a revised certificate meeting the requirements of this subsection (c)(iii)) and (iv) a copy of the resolutions of the Board of Directors of such Transaction Party approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby; (cd) Acknowledgment copies or time stamped receipt copies Copies of proper financing statementsgood standing certificates for each Transaction Party, duly filed issued as of a recent date acceptable to the Administrator, on or before Transferee's behalf, by the date Secretaries of State of the initial Transfer state of incorporation of such Transaction Party and the state where such Transaction Party's principal place of business is located; (or such later date as determined by the Transfereei) Proper financing statements (Form UCC-1), in such form as the Administrator, on Transferee's behalf, may reasonably request, naming the each Originator as the debtor and seller of the Transferee Pool Receivables originated by it and Related Assets, Transferor as the secured party and purchaser thereof and Transferee as assignee, duly executed by each party and (ii) proper financing statements (Form UCC-1), in such form as the Administrator, on Transferee's behalf, may reasonably request, naming Transferor as the debtor and transferor of an undivided percentage interest in the Pool Receivables and Related Assets and the Administrator, on behalf of Transferee, as the secured party and transferee thereof, duly executed by each party, or other other, similar instruments or documents, as may be necessary or, in the Transferee may deem necessary or opinion of the Administrator, on Transferee's behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions or other applicable law to perfect the sale by the Originators to Transferor of, and Transferee's security undivided percentage interest in in, the Transferred Pool Receivables and Related Security and Collections with respect thereto.Assets; (df) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary Search reports from a Person satisfactory to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the Originator. Administrator (ei) Completed requests for information, dated on or before the date of such initial Transfer, listing all effective financing statements that name any Transaction Party and any Originator as debtor and that are filed in the jurisdictions referred in which filings were made pursuant to Section 5.01(e) and in subsection (c) above such other jurisdictions that name the Originator as debtorAdministrator shall reasonably request, together with copies of such other financing statements (none of which which, except for any of the financing statements described in Section 5.01(e) shall cover any Transferred Receivables, Related Contracts Pool Receivables or Related SecurityAssets)., and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no evidence of such liens; (fg) Payment A copy of the Subordinated Note, duly executed by Transferor; (h) Favorable opinions of Weil, Gotshal & Mangxx XXX, counsel to the Transaction Parties and the Originators, in substantially the form of Exhibit 5.01(h); (i) A favorable opinion of Weil, Gotshal & Mangxx XXX, counsel to the Transaction Parties and the Originators, as to: (i) the existence of a "true sale" of the Pool Receivables from the Originators to Transferor under the Sale Agreement; and (ii) the inapplicability of the doctrine of substantive consolidation to Transferor and WestPoint in connection with any bankruptcy proceeding involving any Transaction Party; (j) Favorable opinions of Suthxxxxxx, Xxxxxx xxx Brenxxx XXX, as to Georgia UCC perfection and priority matters; (k) A pro forma Monthly Report, prepared as of November 30, 1998; (l) A report in form and substance satisfactory to the Administrator, on Transferee's behalf, from the Initial Due Diligence Contractor as to a pre-closing due diligence completed by the Transferee Initial Due Diligence Contractor; (m) The Liquidity Agreement, in form and substance satisfactory to the Originator for Administrator, on Transferee's behalf, duly executed by Transferee, the Liquidity Agent and each Liquidity Bank; (n) with respect to WestPoint, a consolidated balance sheet, income statement and statement of shareholders' equity as at December 31, 1997, together with a certification of the vice president, controller, chief financial officer, treasurer or assistant treasurer of WestPoint in the form attached hereto as Exhibit B; (o) An executed copy of a Lock Box/Collection Account Agreement with respect to each Lock-Box Account and the Concentration Account; (p) An executed copy of the Reconveyance Agreement, in form and substance satisfactory to the Administrator, on Transferee's behalf, duly executed by the parties thereto; (q) A notice relating to the initial Transfer hereunder will constitute acknowledgment that hereunder, substantially in the conditions set forth above have been satisfied form of Exhibit 1.02(a); -24- 32 (r) Executed copies of any third-party consents or waivedreleases (including, without limitation, any UCC-3 termination statements) necessary or in the Administrator's discretion advisable in connection with any Transaction Party's or any Originator's execution, delivery and performance of any Transaction Document to which it is a party; and (s) Such other agreements, instruments, certificates, opinions and other documents as the Administrator may reasonably request.

Conditions Precedent to Initial Transfer. from the ------------------------------------------------- Originator. The initial Transfer of Receivables from the Originator hereunder ---------- is subject to the conditions condition precedent that the Transferee Participant shall have received received, on or before the date of such Transfer hereof, the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the TransfereeParticipant: (a) Certified copies A certified copy of the resolutions organizational or governing documents of the Board of Directors of the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this AgreementOriginator. (b) A certificate Evidence reasonably satisfactory to the Participant of (i) due authorization by the Originator of the Secretary or Assistant Secretary transactions contemplated by this Agreement and (ii) due execution of the Originator certifying this Agreement (including the names and true signatures of the officers of the Originator authorized to sign execute this Agreement and the any other documents to be delivered by it hereundercontemplated hereunder and appropriate documentation evidencing the incumbency of such officers). (c) Acknowledgment copies or time stamped receipt copies of proper Written search reports certified by a search service acceptable to the Participant, listing all effective financing statements, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming statements that name the Originator as the debtor or assignor and the Transferee as the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest that are filed in the Transferred Receivables jurisdictions in which filings were made pursuant to clause (d) below and Related Security in such other jurisdictions that the Participant shall reasonably request, together with copies of such financing statements (none of which shall cover any Collateral or interests therein or proceeds of any thereof), and Collections with respect theretotax, ERISA and judgment lien search reports from a Person satisfactory to the Participant showing no evidence of such lien filed against the Originator. (d) Acknowledgment copies or time stamped receipt copies Copies of proper financing amendment or termination statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security Collateral previously granted by the Originator. (e) Completed requests for informationThe Agreement and the other Transaction Documents and all documentation to be delivered in connection therewith shall have been executed and delivered, dated on or before the date of such initial Transfer, listing and all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which conditions thereto shall cover any Transferred Receivables, Related Contracts or Related Security)have been satisfied. (f) Payment An opinion of Xxxxx Lord Xxxxxxx & Xxxxxxx, local counsel to the Participant and an opinion of Xxxxx & Lardner, LLP, counsel to the Participant and the Originator, in form and substance satisfactory to the Agents, and as to such other matters as the Collateral Agent may reasonably request, including, without limitation, non-consolidation, true sale and true participation opinions. (g) All legal matters incident to the execution and delivery of this Agreement and to the purchases by the Transferee to Participant of a Participation from the Originator shall be satisfactory to counsel for the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waivedParticipant.

Conditions Precedent to Initial Transfer. from The obligations of the ------------------------------------------------- Originator. The Trust to purchase the initial Transfer of Receivables from Mortgage Loans and the Originator hereunder ---------- is Note Purchaser to purchase the initial Secured Note will be subject to the conditions precedent that satisfaction on the Transferee initial Transfer Date of the following conditions: (a) Each of the obligations of the Originators and the Depositor required to be performed by it on or prior to the date hereof and the related Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor and the Originators under this Agreement shall be true and correct as of the date hereof and the related Transfer Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, and the Note Purchaser shall have received a certificate to the effect of the foregoing signed by an authorized officer of each of the Depositor and the Originators. In addition, with respect to each Transfer Date, each Mortgage Loan to be conveyed to the Trust on or before the date of such Transfer Date shall be determined by the followingNote Purchaser, each in its sole discretion, to be securitizable. (unless otherwise indicatedb) dated such dateAll fees and expenses set forth in Section 5.03 shall have been paid by the Originators and/or the Depositor. (c) The Mortgage Loans will be acceptable to the Note Purchaser, in its sole reasonable discretion. (d) The Note Purchaser shall have received the following additional closing documents, in form and substance reasonably satisfactory to the TransfereeNote Purchaser and its counsel: (ai) Certified copies the Mortgage Loan Schedule; (ii) this Agreement, the Indenture, the Trust Agreement, and the Purchase Agreement dated as of July 6, 2000 between the Depositor and UBS Principal Finance, LLC and all documents required thereunder, duly executed and delivered by each of the parties thereto; (iii) officer's certificates of an officer of each of the Originators, the Depositor and the Sponsor, dated as of the Date hereof, and attached thereto resolutions of the Board board of Directors directors and a copy of the Originator approving this Agreement charter and by-laws; (iv) copy of each of the Originators and the Depositor's charter and all amendments, revisions, and supplements thereof, certified copies by a secretary of all documents evidencing each entity; (v) an opinion of the counsel for the Originators, the Depositor and the Sponsor as to various corporate matters in a form acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vi) an opinion of the counsel for the Originators and the Depositor stating that the Secured Notes will be treated as indebtedness and that the Trust will not be taxable as a corporation, a publicly traded partnership or a taxable mortgage pool, in a form acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Indenture Trustee shall be entitled to rely on the opinion); (vii) opinions of counsel for the Originators and the Depositor relating to certain bankruptcy, true sale and non-consolidation matters, in forms acceptable to the Note Purchaser and its counsel (it being agreed that such opinions shall expressly provide that the Indenture Trustee shall be entitled to rely on such opinions); (viii) an opinion of counsel for the Indenture Trustee in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (ix) an opinion of counsel for the Owner Trustee in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (x) an opinion or opinions of counsel for the Servicer, in form and substance acceptable to the Note Purchaser and its counsel (it being agreed that the opinion shall expressly provide that the Originators and the Depositor shall be entitled to rely on the opinion); (xi) an opinion of counsel for the Note Purchaser, addressing the enforceability and other necessary corporate or limited liability company action and governmental approvals, if any, matters with respect to this Agreement.the business purpose loans; (bxii) A certificate an opinion of Xxxx Xxxxx, counsel to the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement Servicer and the other documents Originator, in form and substance acceptable to be delivered by it hereunder.the Note Purchaser and its counsel; and (cxiii) Acknowledgment copies or time stamped receipt copies of proper financing statementsbackground check on Xxxxxxx Xxxxxxxx, duly filed on or before the date of the initial Transfer (or such later date as determined by the Transferee), naming the Originator as the debtor Xx. shall have been completed and the Transferee as results of such background check is satisfactory to the secured party, or other similar instruments or documents, as the Transferee may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Transferee's security interest in the Transferred Receivables and Related Security and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Related Contracts or Related Security previously granted by the OriginatorNote Purchaser. (e) Completed requests for information, dated on or before All proceedings in connection with the date of such initial Transfer, listing transactions contemplated by this Agreement and all effective financing statements filed documents incident hereto shall be satisfactory in form and substance to the jurisdictions referred to in subsection (c) above that name the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Related Contracts or Related Security)Note Purchaser and its counsel. (f) Payment by The Originators and the Transferee Depositor shall have furnished the Note Purchaser with such other certificates of its officers or others and such other documents or opinions as the Note Purchaser or its counsel may reasonably request. (g) The Servicer shall have delivered to the Originator for Note Purchaser the initial Transfer hereunder will constitute acknowledgment that the conditions set forth above have been satisfied or waivedreport, dated April 30, 2000, of independent accountants described in Section 7.10.