Common use of CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTE POLICY Clause in Contracts

CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTE POLICY. Financial Security agrees to issue the Note Policy subject to satisfaction of the conditions set forth below. (a) The obligation of Financial Security to issue the Note Policy is subject to the following having occurred or being true (as the case may be): (i) Financial Security shall have received evidence satisfactory to it that the Seller shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Initial Receivables to the Trust, (ii) the Seller shall have created a valid security interest in, and Lien on, the Receivables in favor of the Trust, (iii) the Trust shall have created a valid security interest in, and Lien on, the Indenture Property in favor of the Indenture Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Financial Security, (iv) the initial Premium shall have been paid in accordance with Section 3.02 hereof, (v) the representations and warranties of the Trust, the Seller and of Arcadia Financial and the Servicer set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vi) each Transaction Document shall be in full force and effect and no Default thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Note 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 of the Seller and Arcadia Financial stating that nothing has come to the attention of such entity to indicate that the Registration Statement or the Prospectus, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material 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 forwarded to the Underwriter 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 necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) 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 Document 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; (iii) copies, certified to be true copies by an Authorized Officer of the Seller, of (i) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which the Seller is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Seller (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 Seller's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of the Seller and (iii) the by-laws, as amended, of the Seller; (iv) copies, certified to be true copies by an Authorized Officer of Arcadia Financial, of (i) the resolutions of the board of directors of Arcadia Financial authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which Arcadia Financial is a party and all other transactions and documents contemplated hereby and thereby, and of all documents evidencing any other necessary action of Arcadia Financial (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by Arcadia Financial's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of Arcadia Financial and (iii) the by-laws, as amended, of Arcadia Financial; (v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Documents 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 an Authorized Officer of the Seller stating that (i) all consents, licenses and approvals necessary for the Seller to execute, deliver and perform this Agreement, the other Transaction Documents to which the Seller is a party and all other documents and instruments on the part of the Seller 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 Seller has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Seller's knowledge, there is no threatened action or proceeding or any basis therefor; (vii) a certificate of an Authorized Officer of Arcadia Financial stating that (i) all consents, licenses and approvals necessary for Arcadia Financial to execute, deliver and perform this Agreement, the other Transaction Documents to which Arcadia Financial is a party and all other documents and instruments on the part of Arcadia Financial to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, Arcadia Financial has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to Arcadia Financial's knowledge, there is no threatened action or proceeding or any basis therefor; (viii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Documents 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 Documents and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or is 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 been commenced or are contemplated; (ix) a certificate of an Authorized Officer of the Seller certifying (i) the names and true signatures of the officers of the Seller executing and delivering this Agreement, the other Transaction Documents to which the Seller is a party and the other documents to be executed and delivered by the Seller hereunder and thereunder, (ii) that approval by the Seller's stockholder of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by the Seller hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of the Seller has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (x) a certificate of an Authorized Officer of Arcadia Financial certifying (i) the names and true signatures of the officers of Arcadia Financial executing and delivering this Agreement, the other Transaction Documents to which Arcadia Financial is a party and the other documents to be executed and delivered by Arcadia Financial hereunder and thereunder, (ii) that approval by Arcadia Financial's stockholders of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by Arcadia Financial hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of Arcadia Financial has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (xi) 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; (xii) a certificate of an Authorized Officer of the Seller to the effect that (x) the representations and warranties of the Seller 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 Seller are satisfied; (xiii) a certificate of an Authorized Officer of Arcadia Financial to the effect that (x) the representations and warranties of Arcadia Financial 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 Arcadia Financial are satisfied; (xiv) favorable opinions of counsel and special Texas counsel to the Seller and Arcadia Financial in form and substance satisfactory to Financial Security and its counsel; (xv) a favorable opinion of counsel to each of the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent and the Indenture Collateral Agent, in form and substance satisfactory to Financial Security and its counsel; (xvi) evidence that amounts due and payable Financial Security under Section 3.02 of this Agreement have been paid or that acceptable provisions therefor have been made; (xvii) a fully executed copy of each of the Transaction Documents; (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, the liens and security interests created with respect to the Spread Account, the Liens and security interest created in favor of the Indenture Collateral Agent with respect to the Indenture Property pursuant to the Indenture, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken; (xix) a certificate or opinion of Independent Accountants addressed to Financial Security in form and substance satisfactory to Financial Security; (xx) evidence that the Seller shall have deposited, or caused to have been deposited, the deposits required under the Sale and Servicing Agreement and the Spread Account Agreement, and any other deposits required to be made on the Closing Date under the Transaction Documents to which the Seller is a party; and (xxi) 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.

CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTE POLICY. Financial Security agrees to issue the Note Policy subject to satisfaction of the conditions set forth below. (a) The obligation of Financial Security to issue the Note Policy is subject to the following having occurred or being true (as the case may be): (i) Financial Security shall have received evidence satisfactory to it that the Seller shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Initial Receivables to the Trust, (ii) the Seller shall have created a valid security interest in, and Lien on, the Receivables in favor of the Trust, (iii) the Trust shall have created a valid security interest in, and Lien on, the Indenture Property in favor of the Indenture Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Financial Security, (iv) the initial Premium shall have been paid in accordance with Section 3.02 hereof, (v) the representations and warranties of the Trust, the Seller and of Arcadia Financial and the Servicer set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vi) each Transaction Document shall be in full force and effect and no Default thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Note 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 of the Seller and Arcadia Financial stating that nothing has come to the attention of such entity to indicate that the Registration Statement or the Prospectus, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material 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 forwarded to the Underwriter 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 necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) 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 Document 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; (iii) copies, certified to be true copies by an Authorized Officer of the Seller, of (i) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which the Seller is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Seller (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 Seller's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of the Seller and (iii) the by-laws, as amended, of the Seller; (iv) copies, certified to be true copies by an Authorized Officer of Arcadia Financial, of (i) the resolutions of the board of directors of Arcadia Financial authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which Arcadia Financial is a party and all other transactions and documents contemplated hereby and thereby, and of all documents evidencing any other necessary action of Arcadia Financial (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by Arcadia Financial's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of Arcadia Financial and (iii) the by-laws, as amended, of Arcadia Financial; (v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Documents 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 an Authorized Officer of the Seller stating that (i) all consents, licenses and approvals necessary for the Seller to execute, deliver and perform this Agreement, the other Transaction Documents to which the Seller is a party and all other documents and instruments on the part of the Seller 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 Seller has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Seller's knowledge, there is no threatened action or proceeding or any basis therefor; (vii) a certificate of an Authorized Officer of Arcadia Financial stating that (i) all consents, licenses and approvals necessary for Arcadia Financial to execute, deliver and perform this Agreement, the other Transaction Documents to which Arcadia Financial is a party and all other documents and instruments on the part of Arcadia Financial to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, Arcadia Financial has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to Arcadia Financial's knowledge, there is no threatened action or proceeding or any basis therefor; (viii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Documents 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 Documents and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or is 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 been commenced or are contemplated; (ix) a certificate of an Authorized Officer of the Seller certifying (i) the names and true signatures of the officers of the Seller executing and delivering this Agreement, the other Transaction Documents to which the Seller is a party and the other documents to be executed and delivered by the Seller hereunder and thereunder, (ii) that approval by the Seller's stockholder of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by the Seller hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of the Seller has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (x) a certificate of an Authorized Officer of Arcadia Financial certifying (i) the names and true signatures of the officers of Arcadia Financial executing and delivering this Agreement, the other Transaction Documents to which Arcadia Financial is a party and the other documents to be executed and delivered by Arcadia Financial hereunder and thereunder, (ii) that approval by Arcadia Financial's stockholders shareholders of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by Arcadia Financial hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of Arcadia Financial has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (xi) 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; (xii) a certificate of an Authorized Officer of the Seller to the effect that (x) the representations and warranties of the Seller 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 Seller are satisfied; (xiii) a certificate of an Authorized Officer of Arcadia Financial to the effect that (x) the representations and warranties of Arcadia Financial 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 Arcadia Financial are satisfied; (xiv) favorable opinions of counsel and special Texas counsel to the Seller and Arcadia Financial in form and substance satisfactory to Financial Security and its counsel; (xv) a favorable opinion of counsel to each of the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent and the Indenture Collateral Agent, in form and substance satisfactory to Financial Security and its counsel; (xvi) evidence that amounts due and payable Financial Security under Section 3.02 of this Agreement have been paid or that acceptable provisions therefor have been made; (xvii) a fully executed copy of each of the Transaction Documents; (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, the liens and security interests created with respect to the Spread Account, the Liens and security interest created in favor of the Indenture Collateral Agent with respect to the Indenture Property pursuant to the Indenture, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken; (xix) a certificate or opinion of Independent Accountants addressed to Financial Security in form and substance satisfactory to Financial Security; (xx) evidence that the Seller shall have deposited, or caused to have been deposited, the deposits required under the Sale and Servicing Agreement and the Spread Account Agreement, and any other deposits required to be made on the Closing Date under the Transaction Documents to which the Seller is a party; and (xxi) 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.

CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTE POLICY. Financial Security agrees to issue the Note Policy subject to satisfaction of the conditions set forth below. (a) The obligation of Financial Security to issue the Note Policy is subject to the following having occurred or being true (as the case may be): (i) Financial Security shall have received evidence satisfactory to it that the Seller shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Initial Receivables to the Trust, (ii) the Seller shall have created a valid security interest in, and Lien on, the Receivables in favor of the Trust, (iii) the Trust shall have created a valid security interest in, and Lien on, the Indenture Property in favor of the Indenture Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Financial Security, Security (iv) the initial Premium shall have been paid in accordance with Section 3.02 hereof, (v) the representations and warranties of the Trust, the Seller and of Arcadia Financial and the Servicer set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vi) each Transaction Document shall be in full force and effect and no Default thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Note 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 of the Seller and Arcadia Financial stating that nothing has come to the attention of such entity to indicate that the Registration Statement or the Prospectus, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material 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 forwarded to the Underwriter 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 necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) 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 Document 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; (iii) copies, certified to be true copies by an Authorized Officer of the Seller, of (i) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which the Seller is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Seller (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 Seller's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of the Seller and (iii) the by-laws, as amended, of the Seller; (iv) copies, certified to be true copies by an Authorized Officer of Arcadia Financial, of (i) the resolutions of the board of directors of Arcadia Financial authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which Arcadia Financial is a party and all other transactions and documents contemplated hereby and thereby, and of all documents evidencing any other necessary action of Arcadia Financial (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by Arcadia Financial's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of Arcadia Financial and (iii) the by-laws, as amended, of Arcadia Financial; (v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Documents 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 an Authorized Officer of the Seller stating that (i) all consents, licenses and approvals necessary for the Seller to execute, deliver and perform this Agreement, the other Transaction Documents to which the Seller is a party and all other documents and instruments on the part of the Seller 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 Seller has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Seller's knowledge, there is no threatened action or proceeding or any basis therefor; (vii) a certificate of an Authorized Officer of Arcadia Financial stating that (i) all consents, licenses and approvals necessary for Arcadia Financial to execute, deliver and perform this Agreement, the other Transaction Documents to which Arcadia Financial is a party and all other documents and instruments on the part of Arcadia Financial to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, Arcadia Financial has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to Arcadia Financial's knowledge, there is no threatened action or proceeding or any basis therefor; (viii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Documents 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 Documents and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or is 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 been commenced or are contemplated; (ix) a certificate of an Authorized Officer of the Seller certifying (i) the names and true signatures of the officers of the Seller executing and delivering this Agreement, the other Transaction Documents to which the Seller is a party and the other documents to be executed and delivered by the Seller hereunder and thereunder, (ii) that approval by the Seller's stockholder of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by the Seller hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of the Seller has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (x) a certificate of an Authorized Officer of Arcadia Financial certifying (i) the names and true signatures of the officers of Arcadia Financial executing and delivering this Agreement, the other Transaction Documents to which Arcadia Financial is a party and the other documents to be executed and delivered by Arcadia Financial hereunder and thereunder, (ii) that approval by Arcadia Financial's stockholders of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by Arcadia Financial hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of Arcadia Financial has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (xi) 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; (xii) a certificate of an Authorized Officer of the Seller to the effect that (x) the representations and warranties of the Seller 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 Seller are satisfied; (xiii) a certificate of an Authorized Officer of Arcadia Financial to the effect that (x) the representations and warranties of Arcadia Financial 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 Arcadia Financial are satisfied; (xiv) favorable opinions of counsel and special Texas counsel to the Seller and Arcadia Financial in form and substance satisfactory to Financial Security and its counsel; (xv) a favorable opinion of counsel to each of the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent and the Indenture Collateral Agent, in form and substance satisfactory to Financial Security and its counsel; (xvi) evidence that amounts due and payable Financial Security under Section 3.02 of this Agreement have been paid or that acceptable provisions therefor have been made; (xvii) a fully executed copy of each of the Transaction Documents; (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, the liens and security interests created with respect to the Spread Account, the Liens and security interest created in favor of the Indenture Collateral Agent with respect to the Indenture Property pursuant to the Indenture, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken; (xix) a certificate or opinion of Independent Accountants addressed to Financial Security in form and substance satisfactory to Financial Security; (xx) evidence that the Seller shall have deposited, or caused to have been deposited, the deposits required under the Sale and Servicing Agreement and the Spread Account Agreement, and any other deposits required to be made on the Closing Date under the Transaction Documents to which the Seller is a party; and (xxi) 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.

CONDITIONS PRECEDENT TO ISSUANCE OF THE NOTE POLICY. Financial Security agrees to issue the Note Policy subject to satisfaction of the conditions set forth below. (a) The obligation of Financial Security to issue the Note Policy is subject to the following having occurred or being true (as the case may be): (i) Financial Security shall have received evidence satisfactory to it that the Seller shall have assigned, conveyed and transferred, or caused to be assigned, conveyed and transferred, the Initial Receivables to the Trust, (ii) the Seller shall have created a valid security interest in, and Lien on, the Receivables in favor of the Trust, (iii) the Trust shall have created a valid security interest in, and Lien on, the Indenture Property in favor of the Indenture Collateral Agent on behalf of the Indenture Trustee (on behalf of the Noteholders) and Financial Security, (iv) the initial Premium shall have been paid in accordance with Section 3.02 hereof, (v) the representations and warranties of the Trust, the Seller and of Arcadia Financial and the Servicer set forth or incorporated by reference in this Agreement shall be true and correct on and as of the Closing Date, and (vi) each Transaction Document shall be in full force and effect and no Default thereunder shall have occurred and be continuing. (b) The obligation of Financial Security to issue the Note 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 of the Seller and Arcadia Financial stating that nothing has come to the attention of such entity to indicate that the Registration Statement or the Prospectus, on the date the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material 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 forwarded to the Underwriter 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 necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ii) 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 Document 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; (iii) copies, certified to be true copies by an Authorized Officer of the Seller, of (i) the resolutions of the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement and each other Transaction Document to which the Seller is a party and all transactions and documents contemplated hereby and thereby, and of all other documents evidencing any other necessary action of the Seller (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 Seller's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of the Seller and (iii) the by-laws, as amended, of the Seller; (iv) copies, certified to be true copies by an Authorized Officer of Arcadia Financial, of (i) the resolutions of the board of directors of Arcadia Financial authorizing the execution, delivery and performance of this Agreement and each other Transaction 37 Document to which Arcadia Financial is a party and all other transactions and documents contemplated hereby and thereby, and of all documents evidencing any other necessary action of Arcadia Financial (which certification shall state that such resolutions have not been modified, are in full force and effect and constitute the only resolutions adopted by Arcadia Financial's board of directors or any committee thereof with respect thereto), (ii) the corporate charter of Arcadia Financial and (iii) the by-laws, as amended, of Arcadia Financial; (v) a certificate of an Authorized Officer of the Owner Trustee stating that (i) all consents, licenses and approvals necessary for the Owner Trustee to execute, deliver and perform this Agreement, the other Transaction Documents 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 an Authorized Officer of the Seller stating that (i) all consents, licenses and approvals necessary for the Seller to execute, deliver and perform this Agreement, the other Transaction Documents to which the Seller is a party and all other documents and instruments on the part of the Seller 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 Seller has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to the Seller's knowledge, there is no threatened action or proceeding or any basis therefor; (vii) a certificate of an Authorized Officer of Arcadia Financial stating that (i) all consents, licenses and approvals necessary for Arcadia Financial to execute, deliver and perform this Agreement, the other Transaction Documents to which Arcadia Financial is a party and all other documents and instruments on the part of Arcadia Financial to be delivered pursuant hereto or thereto have been obtained, and (ii) all such consents, licenses and approvals are in full force and effect, Arcadia Financial has not received any notice of any proceeding for the revocation of any such license, charter, permit or approval, and, to Arcadia Financial's knowledge, there is no threatened action or proceeding or any basis therefor; (viii) a certificate of an Authorized Officer of the Owner Trustee certifying (i) the names and true signatures of the officers of the Owner Trustee executing and delivering this Agreement, the other Transaction Documents 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 Documents and all other such documents to be executed and delivered, by the Owner Trustee hereunder, has been obtained or is 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 been commenced or are contemplated; (ix) a certificate of an Authorized Officer of the Seller certifying (i) the names and true signatures of the officers of the Seller executing and delivering this Agreement, the other Transaction Documents to which the Seller is a party and the other documents to be executed and delivered by the Seller hereunder and thereunder, (ii) that approval by the Seller's stockholder of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by the Seller hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of the Seller has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (x) a certificate of an Authorized Officer of Arcadia Financial certifying (i) the names and true signatures of the officers of Arcadia Financial executing and delivering this Agreement, the other Transaction Documents to which Arcadia Financial is a party and the other documents to be executed and delivered by Arcadia Financial hereunder and thereunder, (ii) that approval by Arcadia Financial's stockholders shareholders of the execution and delivery of this Agreement, the other Transaction Documents and all other such documents to be executed and delivered, by Arcadia Financial hereunder, has been obtained or is not required, and (iii) that no resolution for the dissolution of Arcadia Financial has been adopted or contemplated and that no such proceedings have been commenced or are contemplated; (xi) 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; (xii) a certificate of an Authorized Officer of the Seller to the effect that (x) the representations and warranties of the Seller 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 Seller are satisfied; (xiii) a certificate of an Authorized Officer of Arcadia Financial to the effect that (x) the representations and warranties of Arcadia Financial 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 Arcadia Financial are satisfied; (xiv) favorable opinions of counsel and special Texas counsel to the Seller and Arcadia Financial in form and substance satisfactory to Financial Security and its counsel; (xv) a favorable opinion of counsel to each of the Trust, the Owner Trustee, the Indenture Trustee and the Collateral Agent and the Indenture Collateral Agent, in form and substance satisfactory to Financial Security and its counsel; (xvi) evidence that amounts due and payable Financial Security under Section 3.02 of this Agreement have been paid or that acceptable provisions therefor have been made; (xvii) a fully executed copy of each of the Transaction Documents; (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, the liens and security interests created with respect to the Spread Account, the Liens and security interest created in favor of the Indenture Collateral Agent with respect to the Indenture Property pursuant to the Indenture, including, without limitation, the filing of any financing statements required by Financial Security or its counsel, have been taken; (xix) a certificate or opinion of Independent Accountants addressed to Financial Security in form and substance satisfactory to Financial Security; (xx) evidence that the Seller shall have deposited, or caused to have been deposited, the deposits required under the Sale and Servicing Agreement and the Spread Account Agreement, and any other deposits required to be made on the Closing Date under the Transaction Documents to which the Seller is a party; and (xxi) 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.