Common use of Conditions Precedent to the Initial Conveyance Clause in Contracts

Conditions Precedent to the Initial Conveyance. The initial conveyance hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial conveyance under this Agreement, each dated such date (unless otherwise indicated), in form and substance satisfactory to the Purchaser: (i) an Assignment executed by OFL-A, substantially in the form of Exhibit A attached hereto; (ii) a copy of resolutions duly adopted by the Board of Directors of OFL-A approving this Agreement, the Assignment and the other documents to be delivered by it hereunder and the transactions and matters contemplated hereby, certified by its Secretary or Assistant Secretary; (iii) the charter, as amended, of OFL-A, certified by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date of the initial conveyance; (iv) a good standing certificate for OFL-A issued by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date of the initial conveyance; (v) a copy of OFL-A's by-laws, as amended, certified by its Secretary or Assistant Secretary; (vi) a certificate of the Secretary or Assistant Secretary of OFL-A certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement, the Assignment, and the other documents to be delivered by it hereunder (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from OFL-A a revised certificate meeting the requirements of this subsection (vi)) and certifying that (A) OFL-A is qualified as a foreign corporation in all such jurisdictions and still in good standing in all jurisdictions, (B) all representations and warranties made by OFL-A in this Agreement are true and correct and (C) no financing statements or other similar instruments and documents relating to the Transferred Receivables or the Other Conveyed Property have been filed in any jurisdiction, other than those financing statements, other similar instruments and documents shown on the certified copies of the requests for information or copies (Form UCC-11)(or a similar search report certified by a party acceptable to the Purchaser) provided pursuant to clause (ix); (vii) copies of proper financing statements (Form UCC-1), dated on or prior to the date of the initial conveyance, naming OFL-A as the assignor of the Transferred Receivables and the Other Conveyed Property and the Purchaser as assignee, or other

Conditions Precedent to the Initial Conveyance. The initial conveyance Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial conveyance Conveyance under this Agreement, each dated such date (unless otherwise indicated), in form and substance satisfactory to the Purchaser: (i) an Assignment executed by OFL-A, substantially in FCC and setting forth the form Receivables to be Conveyed on the date of Exhibit A attached heretothe initial Conveyance under this Agreement; (ii) a copy of resolutions duly adopted by the Board board of Directors directors of OFL-A FCC approving this Agreement, the Assignment Assignments and the other documents to be delivered by it hereunder and the transactions and matters contemplated herebyhereby and thereby, certified by its FCC's Secretary or Assistant Secretary; (iii) the chartercertificate of incorporation, as amended, of OFL-AFCC, certified by the Secretary of State of Delaware, Texas dated as of a date not earlier than 10 days prior to the date of the initial conveyancehereof; (iv) a good standing certificate for OFL-A FCC issued by the Secretary of State of DelawareTexas, dated as of a date not earlier than 10 days prior to the date of the initial conveyancehereof; (v) a copy of OFL-AFCC's by-laws, laws as amended, certified by its Secretary or Assistant Secretarysecretary; (vi) a certificate of the Secretary or Assistant Secretary of OFL-A FCC certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement, the AssignmentAssignments, and the other documents to be delivered by it hereunder (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from OFL-A FCC a revised certificate meeting the requirements of this subsection (vi)) and certifying that (A) OFL-A is qualified as a foreign corporation in all such jurisdictions and still in good standing in all jurisdictions, (B) all representations and warranties made by OFL-A FCC in this Agreement are true and correct and in all material respects; (Cvii) no copies of proper financing statements (on Form UCC-1) accurately describing the Conveyed Receivables, the Related Security and the Other Conveyed Property related thereto and naming FCC as the "Debtor/Seller" and the Purchaser as "Secured Party/Purchaser", or other similar instruments or documents, in form and documents relating substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser or any assignee thereof, desirable to perfect the Transferred Receivables or Purchaser's ownership interest in all Conveyed Receivables, the Related Security and the Other Conveyed Property have been filed in any jurisdiction, other than those financing statements, related thereto; (viii) copies of properly executed termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and documents shown on substance satisfactory for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser and its assigns, desirable to release all security interests and similar rights of any Person in the Conveyed Receivables and Other Conveyed Property related thereto previously granted by FCC; (ix) certified copies of the requests for information or copies (on Form UCC-11)(or UCC-11) (or a similar search report certified by a party acceptable to the Purchaser) provided pursuant to clause (ix); (vii) copies of proper financing statements (Form UCC-1Purchaser and any assignee thereof), dated on or a date reasonably near and prior to the date of such initial Conveyance, listing all effective financing statements and other similar instruments and documents which name FCC (under its present name, any previous name or any trade name) as debtor and which are filed in the initial conveyancejurisdictions in which filings are to be made pursuant to such subsections (vii) and (viii) above, naming OFL-A as the assignor together with copies of the Transferred such financing statements, none of which, except those filed pursuant to subsections (vii) and (viii), above, shall cover any Conveyed Receivables and the or Related Security or Other Conveyed Property related thereto; (x) any necessary third party consents to the closing of the transactions contemplated hereby, in the form and substance satisfactory to the Purchaser; and (xi) one or more favorable opinions of Xxxxxxx & Xxxxx L.L.P., counsel to FCC, with respect to such matters as the Purchaser as assignee, or otherany assignee thereof may reasonably request.

Conditions Precedent to the Initial Conveyance. The initial conveyance Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial conveyance Conveyance under this Agreement, each dated such date (unless otherwise indicated), in form and substance satisfactory to the Purchaser: (i) a copy of this Agreement duly executed by each of the parties hereto, and an Assignment executed by OFL-A, substantially in LEAF and setting forth the form Receivables to be Conveyed on the date of Exhibit A attached heretothe initial Conveyance under this Agreement; (ii) a copy of resolutions duly adopted by the Board of Directors of OFL-A LEAF approving this Agreement, the Assignment Assignments and the other documents to be delivered by it hereunder and the transactions and matters contemplated herebyhereby and thereby, certified by its Secretary LEAF’s secretary or Assistant Secretaryassistant secretary; (iii) the chartercertificate of incorporation, as amended, of OFL-ALEAF, certified by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date of the initial conveyanceDelaware and LEAF’s secretary or assistant secretary; (iv) a good standing certificate for OFL-A LEAF issued by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date as of the initial conveyancea recent date; (v) a copy of OFL-A's LEAF’s by-laws, laws as amended, certified by its Secretary LEAF’s secretary or Assistant Secretaryassistant secretary; (vi) a certificate of the Secretary secretary or Assistant Secretary assistant secretary of OFL-A LEAF certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement, the AssignmentAssignments, and the other documents to be delivered by it hereunder (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from OFL-A LEAF a revised certificate meeting the requirements of this subsection (vi)) and certifying that (A) OFL-A is qualified as a foreign corporation in all such jurisdictions and still in good standing in all jurisdictions, (B) all representations and warranties made by OFL-A LEAF in this Agreement are true and correct in all material respects; (vii) copies of proper financing statements (on Form UCC-1) (x) accurately describing the Conveyed Receivables, the Related Security and the Other Conveyed Property related thereto and naming LEAF as the “Debtor/Seller”, the Purchaser as “Secured Party/Purchaser”, and the Collateral Agent as the “Total Assignee of Secured Party/Purchaser”, and (Cy) no financing other similar instruments or documents, in form and substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser or any assignee thereof, desirable to perfect the Purchaser’s ownership interest in all Conveyed Receivables, the Related Security and the Other Conveyed Property related thereto; (viii) copies of properly executed termination statements or statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and documents relating substance satisfactory for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser and its assigns, desirable to release all security interests and similar rights of any Person in the Transferred Conveyed Receivables or the and Other Conveyed Property have been filed in any jurisdiction, other than those financing statements, other similar instruments and documents shown on the related thereto previously granted by LEAF; (ix) certified copies of the requests for information or copies (Form UCC-11)(or or a similar search report certified by a party acceptable to the Purchaser) provided pursuant to clause (ix); (vii) copies of proper financing statements (Form UCC-1Purchaser and any assignee thereof), dated on or a date reasonably near and prior to the date of such initial Conveyance, listing all effective financing statements and other similar instruments and documents which name LEAF (under its present name, any previous name or any trade name) as debtor and which are filed in the initial conveyancejurisdictions in which filings are to be made pursuant to such subsections (vii) and (viii) above, naming OFL-A as the assignor together with copies of the Transferred such financing statements, none of which, except those filed pursuant to subsection (vii), above, shall cover any Conveyed Receivables and the or Related Security or Other Conveyed Property related thereto; (x) any necessary third party consents to the closing of the transactions contemplated hereby, in the form and substance satisfactory to the Purchaser Purchaser; and (xi) one or more favorable opinions of counsel to LEAF, with respect to true sale, non-consolidation, good standing, authorization, non-contravention, enforceability, perfection, and such other matters as assignee, or otherare customarily requested in transactions of the type contemplated by the Transaction Documents.

Conditions Precedent to the Initial Conveyance. The initial ---------------------------------------------- conveyance hereunder is subject to the condition precedent that the Purchaser shall have received on or before the date of the initial conveyance under this Agreement, each dated such date (unless otherwise indicated), in form and substance satisfactory to the Purchaser: (i) an Assignment executed by OFL-A, substantially in the form Seller and setting forth the Contracts to be sold on the date of Exhibit A attached heretothe initial conveyance under this Agreement; (ii) a copy of resolutions duly adopted by the Board members of Directors of OFL-A the Seller approving this Agreement, the Assignment Assignments and the other documents to be delivered by it hereunder and the transactions and matters contemplated herebyhereby and thereby, certified by its the Seller's Secretary or Assistant SecretarySecretary or by such other person so authorized by the Seller's articles of incorporation or by-laws; (iii) the charterarticles of incorporation, as amended, of OFL-Athe Seller, certified by the Secretary of State of DelawareVirginia, dated not earlier than 10 days as of a recent date prior to the date of the initial conveyancehereof; (iv) a good standing certificate for OFL-A the Seller issued by the Secretary of State of DelawareVirginia, dated not earlier than 10 30 days prior to the date of the initial conveyancehereof; (v) a copy of OFL-Athe Seller's by-lawsarticles of incorporation, as amended, certified by its Secretary or Assistant SecretarySecretary or by such other person as is authorized to do so by its articles of incorporation or by-laws; (vi) a certificate of the Secretary or Assistant Secretary or by such other person as is authorized to do so by the articles of OFLincorporation or by-A laws of the Seller certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement, the AssignmentAssignments, and the other documents to be delivered by it hereunder (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from OFL-A the Seller a revised certificate meeting the requirements of this subsection (vi)subsection) and certifying that (A) OFL-A is qualified as a foreign corporation in all such jurisdictions and still in good standing in all jurisdictions, (B) all representations and warranties made by OFL-A the Seller in this Agreement are true and correct and in all material respects; (Cvii) no copies of proper financing statements (on Form UCC-1) naming the Seller as the assignor of the sold Contracts and the other Collateral related thereto and the Purchaser as assignee, or other similar instruments or documents, in form and documents relating substance sufficient for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser or any assignee thereof, desirable to perfect the Transferred Receivables Purchaser's ownership interest in all sold Contracts and the other Collateral related thereto; (viii) copies of properly executed termination statements or the Other Conveyed Property have been filed in any jurisdiction, other than those financing statements, statements of release (on Form UCC-3) or other similar instruments or documents, if any, in form and documents shown on substance satisfactory for filing under the UCC or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of the Purchaser and its assigns, desirable to release all security interests and similar rights of any Person in the sold Contracts and other Collateral related thereto previously granted by the Seller; (ix) certified copies of the requests for information or copies (on Form UCC-11)(or UCC-11) (or a similar search report certified by a party acceptable to the Purchaser) provided pursuant to clause (ix); (vii) copies of proper financing statements (Form UCC-1Purchaser and any assignee thereof), dated on or a date reasonably near and prior to the date of the such initial conveyance, naming OFL-A listing all effective financing statements and other similar instruments and documents which name the Seller (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which filings are to be made pursuant to subsections (vii) and (viii) above, together with copies of such financing ----------------- ------ statements, none of which, except those filed pursuant to subsections (vii) ----------------- and (viii), above, shall cover any sold Contracts or other Collateral ------ related thereto; (x) any necessary third party consents to the closing of the transactions contemplated hereby, in the form and substance satisfactory to the Purchaser and its assignees; and (xi) one or more favorable opinions of Weil, Gotshal & Xxxxxx and Williams, Mullen, Xxxxx, Xxxxxxx P.C., counsel to the Seller, in form and substance satisfactory to the Purchaser and its assignees, with respect to such matters as the assignor of the Transferred Receivables and the Other Conveyed Property and the Purchaser as assignee, or otherany assignee thereof may reasonably request.

Conditions Precedent to the Initial Conveyance. The initial conveyance Conveyance hereunder is subject to the condition precedent that the Purchaser following conditions precedent: (a) SPV shall have received on or before the date of the initial conveyance Conveyance under this Agreement, each dated such date (unless otherwise indicated), in form and substance satisfactory to SPV, TFC and the PurchaserAdministrative Agent: (i) an Assignment a Sale Assignment, properly completed, executed by OFL-A, substantially in SPV and the form of Exhibit A attached heretoCompany; (ii) a copy each of resolutions duly adopted by the Board of Directors of OFL-A approving this Agreement, the Assignment documents and the other documents opinions (including local counsel opinions) required to be delivered by it hereunder SPV and relating to the transactions and matters contemplated herebyCompany, certified by its Secretary the Conveyed Assets or Assistant Secretarythe Resorts pursuant to Section 4.1 of the SPV Loan Agreement; (iii) the charter, as amended, of OFL-A, certified by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date of the initial conveyance; (iv) a good standing certificate for OFL-A issued by the Secretary of State of Delaware, dated not earlier than 10 days prior to the date of the initial conveyance; (v) a copy of OFL-A's by-laws, as amended, certified by its Secretary or Assistant Secretary; (vi) a certificate of the Secretary or Assistant Secretary Chief Financial Officer of OFL-A the Company certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement, the Sale Assignment, the Loan Documents and the other documents to be delivered by it hereunder or thereunder (on which certificate SPV, TFC and the Purchaser Administrative Agent may conclusively rely until such time as SPV, TFC and the Purchaser Administrative Agent shall receive from OFL-A the Company a revised certificate meeting the requirements of this subsection (viiii)) and certifying that (A) OFLnone of the constituting documents of the Company, the by-A laws of the Company or the Company's jurisdiction of organization has changed since the date of the delivery of the last certified constituting documents and by-laws delivered, (B) that the Company is qualified as a foreign corporation in all such jurisdictions and still in good standing in all jurisdictionsjurisdictions in which the nature of its business requires it to be so qualified, (BC) all representations and warranties made by OFL-A the Company in this Agreement the Loan Documents are true and correct and in every particular; (CD) no financing statements or other similar instruments and documents relating to the Transferred Receivables or any of the Other other Conveyed Property Assets (other than those related to Permitted Liens) have been filed in any Lien Filing Office or in any other jurisdiction, other than those financing statements, other similar instruments and documents shown on the certified copies of the requests for information or copies (or a search report certified by a party acceptable to TFC and the Administrative Agent) provided pursuant to clause (vi) below, which financing statements or other similar instruments and documents must be terminated pursuant to clause (iv) below; (E) the aggregate Outstanding Balance of DAT Receivables determined as of the Cut-off Date does not exceed 40% of the aggregate Outstanding Balance of the Sold Receivables and the Contributed Receivables determined as of the Cut-off Date, (F) the aggregate Outstanding Balance of ONS Receivables determined as of the Cut-off Date does not exceed 21.84% of the aggregate Outstanding Balance of the Sold Receivables and the Contributed Receivables determined as of the Cut-off Date, and (G) the aggregate Outstanding Balance of PPM Receivables determined as of the Cut-off Date does not exceed 5% of the aggregate Outstanding Balance of the Sold Receivables and the Contributed Receivables determined as of the Cut-off Date; (iv) copies of properly executed termination statements or statements of release (Form UCC-11)(or UCC-3) or other similar instruments or documents, if any, in form and substance satisfactory for filing under the Code or any comparable law of any and all jurisdictions as may be necessary or, in the opinion of TFC and the Administrative Agent, desirable to release all security interests and similar rights of any Person in the Receivables or any of the other Conveyed Assets, which rights were previously granted by the Company, except for Permitted Liens; (v) executed financing statements (Form UCC-1), in respect of the Conveyed Assets naming the Company as debtor, SPV as secured party, TFC as assignee and the Conveyed Assets relating to the Receivables originated by the Company as collateral, in the Lien Filing Offices and such other locations as TFC and the Administrative Agent shall require (collectively, the "UCC-1 Financing Statements"); (vi) certified copies of requests for information or copies (or a similar search report certified by a party acceptable to the Purchaser) provided pursuant to clause (ix); (vii) copies of proper financing statements (Form UCC-1TFC and the Administrative Agent), dated on or a date reasonably near and prior to the date of the initial conveyanceConveyance, naming OFL-A listing all effective financing statements and other similar instruments and documents including those referred to above in subsections (iv) and (v) which name the Company (under its present name and all previous names thereof) as debtor and which are filed in all Lien Filing Offices and in all other jurisdictions requested by TFC and the assignor Administrative Agent, together with copies of such financing statements, none of which, except those filed pursuant to subsections (iv) and (v) above, shall cover any Receivables or any other Conveyed Assets, except for Permitted Liens; (vii) arrangements regarding the Permitted Liens shall have been agreed upon by the Company, SPV, TFC and the Administrative Agent; (viii) any necessary third party consents to the closing of the Transferred Receivables transactions contemplated hereby, in form and substance satisfactory to TFC and the Other Conveyed Property Administrative Agent; and (ix) the Demand Note, properly completed, executed by the Company, delivered to SPV and endorsed by SPV to TFC. (b) The Company shall provide TFC and the Purchaser Administrative Agent with evidence satisfactory to such Persons that all indebtedness of the Company to any Subject Person or any Affiliate is subordinate to the obligations of the Company under the Loan Documents. (c) All actions taken in connection with the execution or delivery of the Loan Documents, and all documents and papers relating thereto, shall be reasonably satisfactory to TFC, the Administrative Agent and their counsel. TFC, the Administrative Agent and their counsel shall have received copies of such documents and papers as assigneeTFC, the Administrative Agent or othersuch counsel may reasonably request in connection therewith, all in form and substance satisfactory to such Persons. (d) The Company shall have paid all fees, expenses and other amounts required to be paid prior to or on the Closing Date, pursuant to this Agreement or the other Loan Documents. (e) The Company's servicing systems, reporting and general consumer loan servicing capability must be deemed acceptable to TFC, the Administrative Agent and their auditors. The reasonable cost of any pre-funding servicing audit will be borne by the Company.