Conditions Precedent to Sale of Additional Loans Clause Samples

Conditions Precedent to Sale of Additional Loans. No Purchase of Additional Loans and related Transferred Assets may be made hereunder until the Purchaser shall have received each of the following in form and substance acceptable to the Purchaser: (i) Copies of search reports certified by parties acceptable to the Purchaser dated a date reasonably prior to the initial Addition Date (A) listing all effective financing statements which name the Seller (under its present name and any previous names) as debtor or seller and which are filed with respect to the Seller in each relevant jurisdiction, together with copies of such financing statements (none of which shall cover any portion of the Series 2002-1 Loans being purchased from the Seller and related Transferred Assets except as contemplated by the Facility Documents); (ii) Copies of proper UCC Financing Statement Amendments (Form UCC3), if any, necessary to terminate all security interests and other rights of any Person in the Series 2002-1 Loans being purchased from the Seller and related Transferred Assets previously granted by the Seller (except as contemplated by the Facility Documents); (iii) Copies of proper UCC Financing Statements (Form UCC1) naming the Seller as debtor or seller of the Series 2002-1 Loans being purchased from the Seller and related Transferred Assets, the Issuer as total assignee and the Purchaser as assignor secured party, and such other similar instruments or documents with respect to the Seller as may be necessary or in the opinion of the Purchaser desirable under the UCC of all appropriate jurisdictions or any comparable law to evidence the perfection of the Purchaser’s interest in the Series 2002-1 Loans and related Transferred Assets; (iv) An opinion or opinions of counsel to the Seller, in the form required by the Purchaser, with respect to the following: (A) certain security interest matters, and (B) “true sale” and substantive consolidation matters; and (v) Evidence that one or more Lockbox Accounts have been established.