Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the Seller, (ii) the Seller shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iii) the Seller shall have assigned, conveyed and transferred the Collateral to the Trust, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the Seller, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (v) the Premium shall have been paid in accordance with Section 3.03 hereof, (vi) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel: (i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material
Appears in 2 contracts
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp), Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2)
Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the SellerWFSRC2, (ii) the Seller WFSRC2 shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iii) the Seller WFSRC2 shall have assigned, conveyed conveyed, pledged and transferred the Collateral to the Trust, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the SellerWFSRC2, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (v) the Premium shall have been paid in accordance with Section 3.03 hereof, (vi) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing.
(b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel:
(i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a materialmaterial fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on any date on which it was furnished to the Underwriters for use in connection with the offering of the Notes contained, or on the Closing Date contains, any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading;
(ii) copies, certified to be true copies by the Secretary or an Assistant Secretary of each Western Entity, of (i) the resolutions of the Board of Directors of such Western Entity authorizing the execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Western Entity is a party and all other transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of such Western Entity (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by such Western Entity's Board of Directors or any committee thereof with respect thereto), (ii) the articles of association, as amended, of such Western Entity and (iii) the by-laws, as amended, of such Western Entity;
(iii) copies, certified to be true copies by an Authorized Officer of the Owner Trustee, of (i) the resolutions of the board of directors of the Owner Trustee authorizing the execution, delivery and performance by the Owner Trustee of this Agreement and each other Transaction Agreement to which the Owner Trustee is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Owner Trustee (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by the Owner Trustee's board of directors or any committee thereof with respect thereto and (ii) the Certificate of Trust, certified by the Secretary of State or other appropriate official of the State of Delaware;
(iv) a certificate of an Authorized Officer of each Western Entity stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for each Western Entity to execute, deliver and perform this Agreement, the other Transaction Agreements to which such Western Entity is a party and all other documents and instruments on the part of such Western Entity to be delivered pursuant hereto or thereto, and (ii) all such consents, licenses and approvals are in full force and effect, such Western Entity has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to such Western Entity's knowledge, there is no threatened action or proceeding or any basis therefore;
(v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and all other documents and instruments on the part of the Owner Trustee to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, the Owner Trustee has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Owner Trustee's knowledge, there is no threatened action or proceeding or any basis therefor;
(vi) a certificate of the Secretary or an Assistant Secretary of such Western Entity certifying (i) the names and true signatures of the officers of such Western Entity executing and delivering this Agreement, the other Transaction Agreements to which such Western Entity is a party and the other documents to be executed and delivered by such Western Entity hereunder and thereunder, (ii) that approval by such Western Entity's stockholders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by such Western Entity hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of such Western Entity has been adopted or contemplated and that no such proceedings have been commenced or are contemplated;
(vii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and the true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and the other documents to be executed and delivered by the Owner Trustee hereunder and thereunder, (ii) that approval by the Owner Trustee's equity holders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or its not required, and (iii) that no action for the dissolution of the Owner Trustee has been adopted or contemplated and that no such proceedings have commenced or contemplated;
(viii) a certificate of an Authorized Officer of each Western Entity to the effect that (x) the representations and warranties of such Western Entity set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to such Western Entity are satisfied;
(ix) a certificate of an Authorized Officer of the Trust to the effect that (x) the representations and warranties of the Trust set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to the Trust are satisfied;
(x) a favorable opinion of Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP, counsel to the Seller, WFS and the Bank, as to certain corporate, securities law and other matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xi) a favorable opinion of Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP, counsel to the Seller, WFS and the Bank, as to certain bankruptcy and insolvency matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to Financial Security;
(xii) a favorable opinion of Xxxxxxxx Xxxxxxxxxx & Xxxxx, LLP, special tax counsel to the Seller, WFS and the Bank, as to certain tax matters (which may be included in the opinion referred to in clause (x) above), and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xiii) a favorable opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Trust and the Owner Trustee, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit G hereto;
(xiv) a certificate from the Collateral Agent and the Indenture Trustee, substantially in the form of Exhibit E hereto;
(xv) a favorable opinion of White & Case LLP, counsel to the Collateral Agent, the Proceeds Agent and the Indenture Trustee, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit F hereto;
(xvi) evidence that amounts due and payable to Financial Security under Section 3.03 of this Agreement have been paid or that acceptable provisions therefor have been made;
(xvii) a fully executed copy of each of the Transaction Agreements;
(xviii) evidence that all actions necessary or, in the opinion of Financial Security, desirable to perfect and protect the interests transferred by the Sale and Servicing Agreement and the liens and security interests created by this Agreement, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken or promptly shall be taken;
(xix) a certificate or opinion of Independent Accountants addressed to Financial Security to the effect set forth in Exhibit H hereto;
(xx) a certificate of the Master Servicer, signed by an Authorized Officer, identifying those Contracts as to which the Title Documents are not in the possession of WFSRC2 and certifying that such Title Documents showing WFS or the Bank as first lienholder have been applied for and as to which Section 3.09 of the Sale and Servicing Agreement applies;
(xxi) evidence that the Seller shall have deposited, or caused to have been deposited, in the Collection Account, the deposits required under the eighth paragraph of Section 4.01 of the Sale and Servicing Agreement, the deposits required in the Spread Account and any other deposits required to be made on the Closing Date under the Transaction Agreements to which the Seller is a party; and
(xxii) such other documents, instruments, approvals (and, if requested by Financial Security, certified duplicates of executed copies thereof) or opinions as Financial Security may reasonably request.
Appears in 1 contract
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp 2)
Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the SellerWFSRC, (ii) the Seller WFSRC shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iii) the Seller WFSRC shall have assigned, conveyed conveyed, pledged and transferred the Collateral to the Trust, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the SellerWFSRC, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (v) the Premium shall have been paid in accordance with Section 3.03 hereof, (vi) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing.
(b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel:
(i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a materialmaterial fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on any date on which it was furnished to the Underwriters for use in connection with the offering of the Notes contained, or on the Closing Date contains, any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading;
(ii) copies, certified to be true copies by the Secretary or an Assistant Secretary of each Western Entity, of (i) the resolutions of the Board of Directors of such Western Entity authorizing the execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Western Entity is a party and all other transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of such Western Entity (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by such Western Entity's Board of Directors or any committee thereof with respect thereto), (ii) the articles of association, as amended, of such Western Entity and (iii) the by-laws, as amended, of such Western Entity;
(iii) copies, certified to be true copies by an Authorized Officer of the Owner Trustee, of (i) the resolutions of the board of directors of the Owner Trustee authorizing the execution, delivery and performance by the Owner Trustee of this Agreement and each other Transaction Agreement to which the Owner Trustee is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Owner Trustee (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by the Owner Trustee's board of directors or any committee thereof with respect thereto and (ii) the Certificate of Trust, certified by the Secretary of State or other appropriate official of the State of Delaware;
(iv) a certificate of an Authorized Officer of each Western Entity stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for each Western Entity to execute, deliver and perform this Agreement, the other Transaction Agreements to which such Western Entity is a party and all other documents and instruments on the part of such Western Entity to be delivered pursuant hereto or thereto, and (ii) all such consents, licenses and approvals are in full force and effect, such Western Entity has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to such Western Entity's knowledge, there is no threatened action or proceeding or any basis therefor;
(v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and all other documents and instruments on the part of the Owner Trustee to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, the Owner Trustee has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Owner Trustee's knowledge, there is no threatened action or proceeding or any basis therefor;
(vi) a certificate of the Secretary or an Assistant Secretary of such Western Entity certifying (i) the names and true signatures of the officers of such Western Entity executing and delivering this Agreement, the other Transaction Agreements to which such Western Entity is a party and the other documents to be executed and delivered by such Western Entity hereunder and thereunder, (ii) that approval by such Western Entity's stockholders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by such Western Entity hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of such Western Entity has been adopted or contemplated and that no such proceedings have been commenced or are contemplated;
(vii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and the true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and the other documents to be executed and delivered by the Owner Trustee hereunder and thereunder, (ii) that approval by the Owner Trustee's equity holders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or its not required, and (iii) that no action for the dissolution of the Owner Trustee has been adopted or contemplated and that no such proceedings have commenced or contemplated;
(viii) a certificate of an Authorized Officer of each Western Entity to the effect that (x) the representations and warranties of such Western Entity set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to such Western Entity are satisfied;
(ix) a certificate of an Authorized Officer of the Trust to the effect that (x) the representations and warranties of the Trust set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to the Trust are satisfied;
(x) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFS xxx xxx Bxxx, xx xx cexxxxx corporate, securities law and other matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xi) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFS xxx xxx Bxxx, xx xx cexxxxx bankruptcy and insolvency matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to Financial Security;
(xii) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, special tax counsel to the Xxxxxx, WXX xxx xxx Baxx, xs to certain tax matters (which may be included in the opinion referred to in clause (x) above), and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xiii) a favorable opinion of Richards, Layton & Finger, P.A., counsel to the Trust and the Xxxxx Xxxxxxx, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit G hereto;
(xiv) a certificate from the Collateral Agent and the Indenture Trustee, substantially in the form of Exhibit E hereto;
(xv) a favorable opinion of White & Case LLP, counsel to the Collateral Agent, the Proceeds Agent and the Indenture Trustee, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit F hereto;
(xvi) evidence that amounts due and payable to Financial Security under Section 3.03 of this Agreement have been paid or that acceptable provisions therefor have been made;
(xvii) a fully executed copy of each of the Transaction Agreements;
(xviii) evidence that all actions necessary or, in the opinion of Financial Security, desirable to perfect and protect the interests transferred by the Sale and Servicing Agreement and the liens and security interests created by this Agreement, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken or promptly shall be taken;
(xix) a certificate or opinion of Independent Accountants addressed to Financial Security to the effect set forth in Exhibit H hereto;
(xx) a certificate of the Master Servicer, signed by an Authorized Officer, identifying those Contracts as to which the Title Documents are not in the possession of WFSRC and certifying that such Title Documents showing WFS or the Bank as first lienholder have been applied for and as to which Section 3.09 of the Sale and Servicing Agreement applies;
(xxi) evidence that the Seller shall have deposited, or caused to have been deposited, in the Collection Account, the deposits required under the eighth paragraph of Section 4.01 of the Sale and Servicing Agreement, the deposits required in the Spread Account and any other deposits required to be made on the Closing Date under the Transaction Agreements to which the Seller is a party; and
(xxii) such other documents, instruments, approvals (and, if requested by Financial Security, certified duplicates of executed copies thereof) or opinions as Financial Security may reasonably request.
Appears in 1 contract
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the SellerWFAL, (ii) WFAL shall have assigned, conveyed and transferred a portion of the Seller Collateral to WFSRC, (iii) each of WFAL and WFSRC shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iiiiv) the Seller WFAL and WFSRC, as applicable, shall have assigned, conveyed conveyed, pledged and transferred the Collateral to the Trust, (ivv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the SellerWFAL and WFSRC, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (vvi) the Premium shall have been paid in accordance with Section 3.03 hereof, (vivii) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (viiviii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing.
(b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel:
(i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a materialmaterial fact required to be stated therein or necessary to make the statements therein not misleading, or
Appears in 1 contract
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the SellerWFSRC, (ii) the Seller WFSRC shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iii) the Seller WFSRC shall have assigned, conveyed conveyed, pledged and transferred the Collateral to the Trust, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the SellerWFSRC, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (v) the Premium shall have been paid in accordance with Section 3.03 hereof, (vi) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing.
(b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel:
(i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a materialmaterial fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on any date on which it was furnished to the Underwriters for use in connection with the offering of the Notes contained, or on the Closing Date contains, any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading;
(ii) copies, certified to be true copies by the Secretary or an Assistant Secretary of each Western Entity, of (i) the resolutions of the Board of Directors of such Western Entity authorizing the execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Western Entity is a party and all other transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of such Western Entity (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by such Western Entity's Board of Directors or any committee thereof with respect thereto), (ii) the articles of association, as amended, of such Western Entity and (iii) the by-laws, as amended, of such Western Entity;
(iii) copies, certified to be true copies by an Authorized Officer of the Owner Trustee, of (i) the resolutions of the board of directors of the Owner Trustee authorizing the execution, delivery and performance by the Owner Trustee of this Agreement and each other Transaction Agreement to which the Owner Trustee is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Owner Trustee (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by the Owner Trustee's board of directors or any committee thereof with respect thereto and (ii) the Certificate of Trust, certified by the Secretary of State or other appropriate official of the State of Delaware;
(iv) a certificate of an Authorized Officer of each Western Entity stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for each Western Entity to execute, deliver and perform this Agreement, the other Transaction Agreements to which such Western Entity is a party and all other documents and instruments on the part of such Western Entity to be delivered pursuant hereto or thereto, and (ii) all such consents, licenses and approvals are in full force and effect, such Western Entity has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to such Western Entity's knowledge, there is no threatened action or proceeding or any basis therefore;
(v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and all other documents and instruments on the part of the Owner Trustee to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, the Owner Trustee has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Owner Trustee's knowledge, there is no threatened action or proceeding or any basis therefor;
(vi) a certificate of the Secretary or an Assistant Secretary of such Western Entity certifying (i) the names and true signatures of the officers of such Western Entity executing and delivering this Agreement, the other Transaction Agreements to which such Western Entity is a party and the other documents to be executed and delivered by such Western Entity hereunder and thereunder, (ii) that approval by such Western Entity's stockholders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by such Western Entity hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of such Western Entity has been adopted or contemplated and that no such proceedings have been commenced or are contemplated;
(vii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and the true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and the other documents to be executed and delivered by the Owner Trustee hereunder and thereunder, (ii) that approval by the Owner Trustee's equity holders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or its not required, and (iii) that no action for the dissolution of the Owner Trustee has been adopted or contemplated and that no such proceedings have commenced or contemplated;
(viii) a certificate of an Authorized Officer of each Western Entity to the effect that (x) the representations and warranties of such Western Entity set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to such Western Entity are satisfied;
(ix) a certificate of an Authorized Officer of the Trust to the effect that (x) the representations and warranties of the Trust set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to the Trust are satisfied;
(x) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFS xxx xxx Bxxx, xx xx cexxxxx corporate, securities law and other matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xi) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFS xxx xxx Bxxx, xx xx cexxxxx bankruptcy and insolvency matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to Financial Security;
(xii) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, special tax counsel to the Xxxxxx, WXX xxx xxx Baxx, xs to certain tax matters (which may be included in the opinion referred to in clause (x) above), and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xiii) a favorable opinion of Richards, Layton & Finger, P.A., counsel to the Trust and the Xxxxx Xxxxxxx, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit G hereto;
(xiv) a certificate from the Collateral Agent and the Indenture Trustee, substantially in the form of Exhibit E hereto;
(xv) a favorable opinion of White & Case LLP, counsel to the Collateral Agent, the Proceeds Agent and the Indenture Trustee, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit F hereto;
(xvi) evidence that amounts due and payable to Financial Security under Section 3.03 of this Agreement have been paid or that acceptable provisions therefor have been made;
(xvii) a fully executed copy of each of the Transaction Agreements;
(xviii) evidence that all actions necessary or, in the opinion of Financial Security, desirable to perfect and protect the interests transferred by the Sale and Servicing Agreement and the liens and security interests created by this Agreement, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken or promptly shall be taken;
(xix) a certificate or opinion of Independent Accountants addressed to Financial Security to the effect set forth in Exhibit H hereto;
(xx) a certificate of the Master Servicer, signed by an Authorized Officer, identifying those Contracts as to which the Title Documents are not in the possession of WFSRC and certifying that such Title Documents showing WFS or the Bank as first lienholder have been applied for and as to which Section 3.09 of the Sale and Servicing Agreement applies;
(xxi) evidence that the Seller shall have deposited, or caused to have been deposited, in the Collection Account, the deposits required under the eighth paragraph of Section 4.01 of the Sale and Servicing Agreement, the deposits required in the Spread Account and any other deposits required to be made on the Closing Date under the Transaction Agreements to which the Seller is a party; and
(xxii) such other documents, instruments, approvals (and, if requested by Financial Security, certified duplicates of executed copies thereof) or opinions as Financial Security may reasonably request.
Appears in 1 contract
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
Conditions Precedent to Issuance of Policy. (a) The obligation of Financial Security to issue the Policy is subject to the following having occurred or being true (as the case may be): (i) WFS shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Collateral to the SellerWFSRC, (ii) the Seller WFSRC shall have created a valid security interest in the Collateral in favor of the Collateral Agent, (iii) the Seller WFSRC shall have assigned, conveyed conveyed, pledged and transferred the Collateral to the Trust, (iv) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the best knowledge of the SellerWFSRC, threatened by the Commission and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Commission, (v) the Premium shall have been paid in accordance with Section 3.03 hereof, (vi) the representations and warranties of the Trust and each Western Entity set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vii) each Transaction Agreement shall be in full force and effect as of the Closing Date and no default (or event which, with the giving of notice or passage of time, or both, would become a default) thereunder shall have occurred and be continuing.
(b) The obligation of Financial Security to issue the Policy is further subject to the condition precedent that Financial Security shall have received on the Closing Date, or, in its sole and absolute discretion, received the opportunity to review prior to and on the Closing Date, the following, each dated the Closing Date and in full force and effect on such date, except as otherwise provided herein, in form and substance satisfactory to Financial Security and its counsel:
(i) a certificate of an Authorized Officer of each Western Entity stating that nothing has come to the attention of such Western Entity to indicate that the Registration Statement, the Prospectus or the Prospectus Supplement, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a materialmaterial fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus on any date on which it was furnished to the Underwriters for use in connection with the offering of the Notes contained, or on the Closing Date contains, any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading;
(ii) copies, certified to be true copies by the Secretary or an Assistant Secretary of each Western Entity, of (i) the resolutions of the Board of Directors of such Western Entity authorizing the execution, delivery and performance of this Agreement and each other Transaction Agreement to which such Western Entity is a party and all other transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of such Western Entity (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by such Western Entity's Board of Directors or any committee thereof with respect thereto), (ii) the articles of association, as amended, of such Western Entity and (iii) the by-laws, as amended, of such Western Entity;
(iii) copies, certified to be true copies by an Authorized Officer of the Owner Trustee, of (i) the resolutions of the board of directors of the Owner Trustee authorizing the execution, delivery and performance by the Owner Trustee of this Agreement and each other Transaction Agreement to which the Owner Trustee is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Owner Trustee (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by the Owner Trustee's board of directors or any committee thereof with respect thereto and (ii) the Certificate of Trust, certified by the Secretary of State or other appropriate official of the State of Delaware;
(iv) a certificate of an Authorized Officer of each Western Entity stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for each Western Entity to execute, deliver and perform this Agreement, the other Transaction Agreements to which such Western Entity is a party and all other documents and instruments on the part of such Western Entity to be delivered pursuant hereto or thereto, and (ii) all such consents, licenses and approvals are in full force and effect, such Western Entity has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to such Western Entity's knowledge, there is no threatened action or proceeding or any basis therefor;
(v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) attached thereto are true and complete copies, if any, of all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and all other documents and instruments on the part of the Owner Trustee to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, the Owner Trustee has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Owner Trustee's knowledge, there is no threatened action or proceeding or any basis therefor;
(vi) a certificate of the Secretary or an Assistant Secretary of such Western Entity certifying (i) the names and true signatures of the officers of such Western Entity executing and delivering this Agreement, the other Transaction Agreements to which such Western Entity is a party and the other documents to be executed and delivered by such Western Entity hereunder and thereunder, (ii) that approval by such Western Entity's stockholders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by such Western Entity hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of such Western Entity has been adopted or contemplated and that no such proceedings have been commenced or are contemplated;
(vii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and the true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Agreements to which the Owner Trustee is a party and the other documents to be executed and delivered by the Owner Trustee hereunder and thereunder, (ii) that approval by the Owner Trustee's equity holders of the execution and delivery of this Agreement, the other Transaction Agreements and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or its not required, and (iii) that no action for the dissolution of the Owner Trustee has been adopted or contemplated and that no such proceedings have commenced or contemplated;
(viii) a certificate of an Authorized Officer of each Western Entity to the effect that (x) the representations and warranties of such Western Entity set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to such Western Entity are satisfied;
(ix) a certificate of an Authorized Officer of the Trust to the effect that (x) the representations and warranties of the Trust set forth or incorporated by reference in this Agreement are true and correct on and as of the Closing Date and (y) confirming that the conditions precedent set forth herein with respect to the Trust are satisfied;
(x) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFX xxx xxe Xxxx, xx xo certain corporate, securities law and other matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xi) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, counsel to the Seller, WFX xxx xxe Xxxx, xx xo certain bankruptcy and insolvency matters, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to Financial Security;
(xii) a favorable opinion of Mitchell, Silberberg & Knupp, LLP, special tax counsel to thx Xxxxxx, XXX xxx xxe Bank, as tx certain tax matters (which may be included in the opinion referred to in clause (x) above), and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, in form and substance satisfactory to counsel to Financial Security;
(xiii) a favorable opinion of Richards, Layton & Finger, P.A., counsel to the Trust and thx Xxxxx Xxxxxxx, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit G hereto;
(xiv) a certificate from the Collateral Agent and the Indenture Trustee, substantially in the form of Exhibit E hereto;
(xv) a favorable opinion of White & Case LLP, counsel to the Collateral Agent, the Proceeds Agent and the Indenture Trustee, and such counsel shall have been instructed by its client to deliver such opinion to the addressees thereof, substantially in the form of Exhibit F hereto;
(xvi) evidence that amounts due and payable to Financial Security under Section 3.03 of this Agreement have been paid or that acceptable provisions therefor have been made;
(xvii) a fully executed copy of each of the Transaction Agreements;
(xviii) evidence that all actions necessary or, in the opinion of Financial Security, desirable to perfect and protect the interests transferred by the Sale and Servicing Agreement and the liens and security interests created by this Agreement, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken or promptly shall be taken;
(xix) a certificate or opinion of Independent Accountants addressed to Financial Security to the effect set forth in Exhibit H hereto;
(xx) a certificate of the Master Servicer, signed by an Authorized Officer, identifying those Contracts as to which the Title Documents are not in the possession of WFSRC and certifying that such Title Documents showing WFS or the Bank as first lienholder have been applied for and as to which Section 3.09 of the Sale and Servicing Agreement applies;
(xxi) evidence that the Seller shall have deposited, or caused to have been deposited, in the Collection Account, the deposits required under the eighth paragraph of Section 4.01 of the Sale and Servicing Agreement, the deposits required in the Spread Account and any other deposits required to be made on the Closing Date under the Transaction Agreements to which the Seller is a party; and
(xxii) such other documents, instruments, approvals (and, if requested by Financial Security, certified duplicates of executed copies thereof) or opinions as Financial Security may reasonably request.
Appears in 1 contract
Samples: Insurance, Indemnity and Pledge Agreement (WFS Receivables Corp)
