Common use of Conditions Precedent to the Purchase Clause in Contracts

Conditions Precedent to the Purchase. 1. The making of the Purchase is subject to the following conditions precedent: (i) the Seller shall have furnished to the Program Agent an opinion or opinions of Brxxx & Woxx XLP, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to certain corporate and bankruptcy matters and such matters as the Program Agent may reasonably require; (ii) the Seller shall have furnished to the Program Agent an opinion of Brxxx & Wood LLP, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to federal income tax consequences with respect to the Class A Certificates and the Trust; (iii) the Seller shall have furnished to the Program Agent an opinion of Dyxxxx Xoxxxxx, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust; (iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (v) the Seller shall have furnished to the Program Agent an opinion of Baxxx & McXxxxxx, Canadian counsel for Federal-Mogul Canada Limited, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (vi) the Program Agent shall have received an opinion of counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to such matters as the Program Agent may reasonably require; (vii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, which such certificate shall state, among other things, that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (viii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of each Receivables Seller, which such certificate shall state, among other things, that the representations and warranties of such Receivables Seller contained in the applicable Receivables Purchase Agreement are true and correct, and the Receivables Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (ix) the Purchaser shall have received evidence satisfactory to it that, on or before the Purchase Date, (a) amended UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Michigan reflecting the grant of the security interest in the Receivables by the Sellers named in the Receivable Purchase Agreements to the Seller and the grant of the security interest by the Seller in the Trust Assets to the Trustee, for the benefit of the Class A Certificateholders and (b) UCC-1 continuation statements have been filed in the applicable jurisdictions; (x) no Early Amortization Event or Servicer Default, and no event that (a) if notice of such event were given or (b) after a specified amount of time had elapsed would become an Early Amortization Event or Servicer Default, shall have occurred and be continuing; (xi) the Revolving Period shall not have ended and an Early Amortization Period shall not have occurred and be continuing; (xii) any and all representations and warranties made by the Seller and by the Servicer in this Agreement, the Pooling and Servicing Agreement and the Series 1997-1 Supplement shall be true and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiii) any and all representations and warranties made by each Receivables Seller in the applicable Receivables Purchase Agreement shall be true and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiv) the Pooling and Servicing Agreement, Series 1997-1 Supplement and Receivables Purchase Agreements shall be in full force and effect; (xv) after making the Purchase or funding such Increase, the Class A Invested Amount shall not exceed the Class A Purchase Limit; and (xvi) the Program Agent shall have received by 12:00 noon (New York City time), on the Business Day immediately preceding the Purchase Date or the date of such Increase (a) in the case of the Purchase, the Distribution Date Statement relating to the Distribution Date in February 1997 and (b) in the case of any Increase, a certificate of the Servicer delivered pursuant to Section 5.03 of the Series 1997-1 Supplement dated as of such Business Day, which shall be prepared on a pro forma basis and shall show that the Servicer is in compliance with the Pooling and Servicing Agreement and the Series 1997-1 Supplement (after giving effect to the Purchase or such Increase).

Conditions Precedent to the Purchase. 1. The making of the Purchase hereunder is subject to the following conditions precedent: (ia) the Seller The Bankruptcy Court shall have furnished to entered an order or orders confirming the Program Agent an opinion Plan of Reorganization, such order or opinions of Brxxx & Woxx XLP, counsel for the Seller, dated the Purchase Date orders shall have not been judicially stayed and such order or orders shall be satisfactory in form and substance to the Program Agent, as to certain corporate and bankruptcy matters and such matters as . (b) The Parent shall not have waived any material condition of the Plan of Reorganization without the consent of the Program Agent may reasonably require; (ii) and all material changes and deviations in the Seller Plan of Reorganization from the Current Plan shall have furnished to the Program Agent an opinion of Brxxx & Wood LLP, counsel for the Seller, dated the Purchase Date and be satisfactory in form and substance to the Program Agent, as . (c) The Plan of Reorganization shall be substantially consummated (or will be substantially consummated with the distributions required to federal income tax consequences be made with respect to the Class A Certificates proceeds of the drawings under the Credit Agreement and the Trust;proceeds of the Purchases under the Transaction Documents). (iiid) the Seller shall have furnished to the Program Agent an opinion of Dyxxxx Xoxxxxx, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust; (iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (v) the Seller shall have furnished to the Program Agent an opinion of Baxxx & McXxxxxx, Canadian counsel for Federal-Mogul Canada Limited, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (vi) the The Program Agent shall have received an opinion of counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to such matters as the Program Agent may reasonably require; (vii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, which such certificate shall state, among other things, that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (viii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of each Receivables Seller, which such certificate shall state, among other things, that the representations and warranties of such Receivables Seller contained in the applicable Receivables Purchase Agreement are true and correct, and the Receivables Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (ix) the Purchaser shall have received evidence satisfactory to it that, on or before the Purchase Date the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the Program Agent: (i) Certified copies of the resolutions of the Board of Directors of the Parent, the Servicer, each other Originator, the Transferor and the Trustee approving each Transaction Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to each Transaction Document. (ii) A copy of (A) the charter of the Parent, the Servicer, each other Originator and the Transferor and each amendment thereto, certified (as of a date reasonably near the Purchase Date, ) by the Secretary of State of the jurisdiction of its incorporation as being a true and correct copy thereof and (aB) amended UCC-1 financing statements have been or are being a certified true and correct copy of the charter of the Parent as filed in with the office Secretary of State of Ohio on the Purchase Date. SERIES 1997-1 LOAN AGREEMENT (iii) A copy of a certificate of the Secretary of State of the State jurisdiction of Michigan reflecting its incorporation, dated reasonably near the grant Purchase Date, certifying that (A) the Transferor has paid all franchise taxes to the date of such certificate and (B) the Parent, the Servicer, each other Originator and the Transferor are in good standing under the laws of the security interest jurisdiction of its incorporation. (iv) A certificate of the Parent, the Servicer, each other Originator and the Transferor, signed on behalf of the Parent, the Servicer, each other Originator and the Transferor, respectively, by its President or a Vice President, dated the Purchase Date (the statements made in which certificate shall be true on and as of the Purchase Date), certifying as to (A) the absence of any amendments to its charter since the date of the certificate referred to in Section 4.01(d)(ii), (B) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the Purchase Date, (C) its due incorporation and good standing as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for its dissolution or liquidation, (D) the truth of its representations and warranties contained in the Receivables by the Sellers named in the Receivable Purchase Agreements to the Seller Transaction Documents as though made on and the grant as of the security interest by the Seller in the Trust Assets to the Trustee, for the benefit of the Class A Certificateholders Purchase Date and (bE) UCC-1 continuation statements have been filed in the applicable jurisdictions; (x) no Early Amortization Event absence of any event occurring and continuing, or Servicer Defaultresulting from the Purchase, and no event that (a) if constitutes, or with notice of such event were given or (b) after a specified amount the lapse of time had elapsed would become constitute, an Early Amortization Event or Servicer Defaulta Termination Event (as defined in the Purchase Agreements). (v) A certificate of the Secretary or an Assistant Secretary (or, in the case of the Trustee, an Assistant Treasurer) of the Parent, the Servicer, each other Originator, the Transferor and the Trustee certifying the names and true signatures of the officers of the Parent, the Servicer, each other Originator, the Transferor and the Trustee, respectively, authorized to sign the Transaction Documents to which such Person is a party and any other documents contemplated hereunder or thereunder, and appropriately evidencing the incumbency of such officers and such Secretary or Assistant Secretary. (vi) A certificate of the Trustee, signed on its behalf by its President or a Vice President or any Assistant Treasurer, dated the Purchase Date (the statements made in which certificate shall have occurred be true on and be continuing;as of the Purchase Date), certifying as to (A) a true and correct copy of its bylaws (and all amendments thereto) as in effect on the Purchase Date and (B) the due authentication of the Collateral Investor Certificates. (vii) A favorable opinion of Jonex, Xxy, Reavxx & Pogux, xxunsel for the Parent, the Servicer, each other Originator and the Transferor, in form and SERIES 1997-1 LOAN AGREEMENT substance satisfactory to the Program Agent, which shall include, without limitation, (A) an opinion as to the perfection of the transfers of the Receivables, (B) an opinion as to enforceability and (C) a general corporate opinion. (viii) A favorable opinion of Jonex, Xxy, Reavxx & Pogux, xxunsel for the Parent, the Servicer, each other Originator and the Transferor, in form and substance satisfactory to the Program Agent, which shall include (A) a "true sale" opinion with respect to the sales of Receivables from each Originator to the Transferor or another Originator, as the case may be, and (B) an opinion relating to the likelihood of a substantive consolidation of any Originator with the Transferor. (ix) A favorable opinion of Jonex, Xxy, Reavxx & Pogux, xxunsel for the Parent, the Servicer, each other Originator and the Transferor, in form and substance acceptable to the Program Agent, with regard to tax matters, including Federal, Ohio and New York tax matters and to the effect set forth in the first sentence of Section 3.07 of the Pooling and Servicing Agreement. (x) A favorable opinion of Sewaxx & Xissxx, xxunsel for the Trustee, in form and substance satisfactory to the Program Agent. (xi) A favorable opinion of Shearman & Sterling, counsel for the Revolving Period shall not have ended Program Agent, in form and an Early Amortization Period shall not have occurred and be continuing;substance satisfactory to the Program Agent. (xii) Stamped-receipt copies or other evidence of filing of proper financing statements covering the Receivables, naming the applicable Originator as seller/debtor, the Transferor or another Originator, as the case may be, as purchaser/secured party and the Trustee or Transferor, as the case may be, as assignee, or other similar instruments or documents, as may be necessary or, in the opinion of the Program Agent, desirable under the UCC of any appropriate jurisdiction or other applicable law to perfect Chargit's and all representations the Transferor's respective first priority interests in the Receivables and warranties made the assignment thereof by the Seller and by the Servicer in this Agreement, the Pooling and Servicing Agreement and the Series 1997-1 Supplement shall be true and correct in all material respects, as if repeated on such date with respect Transferor to the facts and circumstances then existing;Trustee. (xiii) any Stamped-receipt copies or other evidence of filing of proper financing statements covering the Receivables and all representations the other Trust Assets, naming the Transferor as seller/debtor and warranties made by each Receivables Seller the Trustee as purchaser/secured party, or other similar instruments or documents, as may be necessary or, in the opinion of the Program Agent, desirable under the UCC of any appropriate jurisdiction or other applicable Receivables Purchase Agreement shall be true and correct law to perfect the Trustee's first priority interest in all material respects, as if repeated on such date with respect to the facts and circumstances then existing;Trust Assets. (xiv) Copies of proper financing statements (Form UCC-3) and other documents to be duly filed on or about the Purchase Date, if any, necessary to release all security interests and other rights of any Person in the Receivables granted by any Originator or the Transferor other than to the Trustee or the secured parties under the Collateral Documents (as defined in the Credit Agreement). (xv) Certified copies of completed requests for information or a similar search report certified by a party acceptable to the Program Agent dated a date reasonably near the Purchase Date, listing all effective financing statements which name as debtor any Originator or the Transferor (under such Originator's or Transferor's present name and any previous name) and which are filed in the jurisdictions in which filings were made pursuant to Sections 4.01(d)(xii) and 4.01(d)(xiii) together with copies of such financing statements (none of which (except those with respect to which releases have been obtained pursuant to Section 4.01(d)(xiv) above) shall cover any property which may be Receivables or Collections). (xvi) A Collection Account Letter substantially in the form of Exhibit E to the Pooling and Servicing Agreement, Series in respect of each Collection Account maintained by the Servicer, duly executed by each Person with whom such Collection Account is maintained. (xvii) An executed subordinated note substantially in the form of Exhibit A to the Purchase Agreement between the Transferor and Chargit, to be delivered by the Transferor to Chargit. (xviii) The Collateral Investor Certificates, delivered in accordance with the provisions of Section 2.01(c). (xix) Evidence that all bank accounts required to be established and maintained under any Transaction Document shall have been established. (xx) Each Transaction Document duly executed by each party thereto. (xxi) Evidence of payment of all related fees and expenses then due and payable in connection with the Transaction Documents. SERIES 1997-1 Supplement and Receivables Purchase Agreements shall be in full force and effect; (xv) after making the Purchase or funding such Increase, the Class A Invested Amount shall not exceed the Class A Purchase Limit; and (xvi) the Program Agent shall have received by 12:00 noon (New York City time), on the Business Day immediately preceding the Purchase Date or the date of such Increase (a) in the case of the Purchase, the Distribution Date Statement relating to the Distribution Date in February 1997 and (b) in the case of any Increase, a certificate of the Servicer delivered pursuant to Section 5.03 of the Series 1997-1 Supplement dated as of such Business Day, which shall be prepared on a pro forma basis and shall show that the Servicer is in compliance with the Pooling and Servicing Agreement and the Series 1997-1 Supplement (after giving effect to the Purchase or such Increase).LOAN AGREEMENT

Conditions Precedent to the Purchase. 1. (a) The making of the Purchase is subject to the following conditions precedent: (i) the Seller shall have furnished to the Program Agent Purchaser an opinion or opinions of Brxxx Bakex & Woxx XLPXottx, X.L.P., counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to certain corporate and bankruptcy matters and such matters as the Program Agent may reasonably require; (ii) the Seller shall have furnished to the Program Agent an opinion of Brxxx & Wood LLP, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to federal income tax consequences with respect to the Class A Certificates and the Trust; (iii) the Seller shall have furnished to the Program Agent an opinion of Dyxxxx Xoxxxxx, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust; (iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent Purchaser may reasonably require; (vii) the Seller shall have furnished to the Program Agent Purchaser an opinion of Baxxx & McXxxxxxThomxx X. Xxxxx, Canadian counsel xxunsel for Federal-Mogul Canada Limitedthe Seller, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent Purchaser may reasonably require; (viiii) the Program Agent Purchaser shall have received an opinion of Browx & Wood, counsel for the Purchaser, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Purchaser may reasonably require; (iv) the Purchaser shall have received an opinion of in-house counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program AgentPurchaser, as to such matters as the Program Agent Purchaser may reasonably require; (viiv) the Program Agent Purchaser shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, Seller in which such certificate officer shall state, among other things, state that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (viii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of each Receivables Seller, which such certificate shall state, among other things, that the representations and warranties of such Receivables Seller contained in the applicable Receivables Purchase Agreement are true and correct, and the Receivables Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (ixvi) the Purchaser shall have received evidence satisfactory to it that, on or before the Purchase Date, (a) amended UCC-1 financing statements have been or are being filed in the office of the Secretary of State of the State of Michigan Texas reflecting the grant of the security interest by the Originators in the Receivables by the Sellers named in the Receivable Purchase Agreements to the Seller Transferor and the grant of the security interest by the Seller Transferor in the Trust Assets to the Trustee, for the benefit of the Class A Certificateholders and (b) UCC-1 continuation statements have been filed in the applicable jurisdictionsCertificateholders; (xvii) no Early Amortization Event or Servicer Default, and no event that (a) if notice of such event were given or (b) after a specified amount of time had elapsed would become an Early Amortization Event or Servicer Default, shall have occurred and be continuing; (xi) the Revolving Period shall not have ended and an Early Amortization Period shall not have occurred and be continuing; (xii) any and all representations and warranties made by the Seller and by the Servicer in this Agreement, the Pooling and Servicing Agreement and the Series 1997-1 Supplement shall be true and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiii) any and all representations and warranties made by each Receivables Seller in the applicable Receivables Purchase Agreement shall be true and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiv) the Pooling and Servicing Agreement, Series 1997-1 Supplement and Receivables Purchase Agreements shall be in full force and effect; (xv) after making the Purchase or funding such Increase, the Class A Invested Amount shall not exceed the Class A Purchase Limit; and (xvi) the Program Agent Certificates shall have received been rated "AAA" by 12:00 noon (New York City time), on the Business Day immediately preceding the Purchase Date or the date of such Increase (a) in the case of the Purchase, the Distribution Date Statement relating to the Distribution Date in February 1997 S&P and (b) in the case of any Increase, a certificate of the Servicer delivered pursuant to Section 5.03 of the Series 1997-1 Supplement dated as of such Business Day, which shall be prepared on a pro forma basis and shall show that the Servicer is in compliance with the Pooling and Servicing Agreement and the Series 1997-1 Supplement (after giving effect to the Purchase or such Increase).DCR;

Conditions Precedent to the Purchase. 1. (a) The making of the Purchase hereunder is subject to the following conditions precedent: precedent (i) that the Seller Deal Agent shall have furnished to received on or before the Program Agent an opinion or opinions Closing Date the items listed in SCHEDULE I, each (unless otherwise indicated) dated as of Brxxx & Woxx XLPsuch date, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance satisfactory to the Program AgentDeal Agent and the Purchaser, as to certain corporate and bankruptcy matters and such matters as the Program Agent may reasonably require; (ii) that all fees and expenses required to be paid prior to the Purchase pursuant to the Fee Letter have been paid, (iii) on and as of the Closing Date, the Purchase Price is less than or equal to the remainder of the Eligible Receivables Balance MINUS the Yield Reserve, and (iv) each of S&P, Xxxxx'x and DCR shall have delivered written confirmation to the Deal Agent to the effect that the consummation of this Agreement will not result in the reduction or withdrawal of their respective ratings of the Commercial Paper. (b) The Purchase from the Seller by the Purchaser shall be subject to the further conditions precedent that (i) on or prior to the Closing Date, the Servicer shall have furnished delivered to the Program Agent an opinion of Brxxx & Wood LLPDeal Agent, counsel for the Seller, dated the Purchase Date and satisfactory in each case in form and substance satisfactory to the Program Deal Agent, a completed Monthly Asset Report dated as to federal income tax consequences with respect to of November 30, 1998, and containing such additional information as may be reasonably requested by the Class A Certificates and Deal Agent; (ii) on the Trust; (iii) the Seller shall have furnished to the Program Agent an opinion date of Dyxxxx Xoxxxxx, counsel for the Seller, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to the Michigan state income tax consequences with respect to the Class A Certificates and the Trust; (iv) the Seller shall have furnished to the Program Agent an opinion of in-house counsel for the Seller, the Servicer and the Receivables Sellers, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (v) the Seller shall have furnished to the Program Agent an opinion of Baxxx & McXxxxxx, Canadian counsel for Federal-Mogul Canada Limited, dated the Purchase Date and satisfactory in form and substance to the Purchaser, as to such matters as the Program Agent may reasonably require; (vi) the Program Agent shall have received an opinion of counsel for the Trustee, dated the Purchase Date and satisfactory in form and substance to the Program Agent, as to such matters as the Program Agent may reasonably require; (vii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of the Seller, which such certificate shall state, among other things, that the representations and warranties of the Seller contained in this Agreement and the other Transaction Documents are true and correct, and the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (viii) the Program Agent shall have received a certificate, dated the Purchase Date, of the Chairman of the Board, the President, any Vice President, the Treasurer, any Assistant Treasurer, the principal financial officer or the principal accounting officer of each Receivables Seller, which such certificate shall state, among other things, that the representations and warranties of such Receivables Seller contained in the applicable Receivables Purchase Agreement are true and correct, and the Receivables Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to such date, and such certificate shall have attached thereto organizational documents and resolutions and shall include specimen signatures; (ix) the Purchaser shall have received evidence satisfactory to it that, on or before the Purchase Date, (a) amended UCC-1 financing following statements have been or are being filed in the office of the Secretary of State of the State of Michigan reflecting the grant of the security interest in the Receivables by the Sellers named in the Receivable Purchase Agreements to the Seller and the grant of the security interest by the Seller in the Trust Assets to the Trustee, for the benefit of the Class A Certificateholders and (b) UCC-1 continuation statements have been filed in the applicable jurisdictions; (x) no Early Amortization Event or Servicer Default, and no event that (a) if notice of such event were given or (b) after a specified amount of time had elapsed would become an Early Amortization Event or Servicer Default, shall have occurred and be continuing; (xi) the Revolving Period shall not have ended and an Early Amortization Period shall not have occurred and be continuing; (xii) any and all representations and warranties made by the Seller and by the Servicer in this Agreement, the Pooling and Servicing Agreement and the Series 1997-1 Supplement shall be true and correct in all material respects, as if repeated on such date with respect the Seller by accepting the Purchase Price shall be deemed to the facts and circumstances then existing;have certified that: (xiiiA) any and all The representations and warranties made by each Receivables Seller contained in the applicable Receivables Purchase Agreement shall be true SECTION 4.01 are correct on and correct in all material respects, as if repeated on such date with respect to the facts and circumstances then existing; (xiv) the Pooling and Servicing Agreement, Series 1997-1 Supplement and Receivables Purchase Agreements shall be in full force and effect; (xv) after making the Purchase or funding such Increase, the Class A Invested Amount shall not exceed the Class A Purchase Limit; and (xvi) the Program Agent shall have received by 12:00 noon (New York City time), on the Business Day immediately preceding the Purchase Date or the date of such Increase (a) in the case of the Purchase, the Distribution Date Statement relating to the Distribution Date in February 1997 and (b) in the case of any Increase, a certificate of the Servicer delivered pursuant to Section 5.03 of the Series 1997-1 Supplement dated as of such Business Dayday as though made on and as of such date, (B) No event has occurred and is continuing, or would result from the Purchase which shall be prepared on constitutes a pro forma basis Trigger Event, (C) On and shall show that the Servicer is in compliance with the Pooling and Servicing Agreement and the Series 1997-1 Supplement (as of such day, after giving effect to the Purchase, a Coverage Shortfall Event does not exist, (D) On and as of such day, there are no Receivables as to which any payment, or part thereof, has been unpaid for no more than 90 days from the original invoice date for such payment, and (E) No law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency or instrumentality shall prohibit or enjoin, the making of the Purchase by the Purchaser in accordance with the provisions hereof. and (iii) the Deal Agent shall have received such other approvals, opinions or such Increase)documents as the Deal Agent may reasonably request.