Common use of Conditions Precedent to the Restatement Clause in Contracts

Conditions Precedent to the Restatement. The restatement of the Original Agreement is subject to the condition precedent that the Agent shall have received on or before the date of the effective date of such restatement the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) A copy of the resolutions adopted by the Board of Directors of the Seller approving this Agreement; and the other documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its Secretary or Assistant Secretary; (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement; and the other documents to be delivered by it hereunder (on which certificate the Agent and each Owner may conclusively rely until such time as the Agent shall receive from the Seller a revised certificate meeting the requirements of this subsection (b)); (c) Acknowledgment copies of proper Financing Statements (Form UCC-3) amending the existing Financing Statements filed in 1989 pursuant to subsection (d) of Section 3.01 of the predecessor to the Original Agreement to reflect the exclusion of SB Charges, in all jurisdictions where the original forms UCC-1 were filed. (d) Copies of the Basic Documents (as defined in the Indenture, certified as true by an appropriate officer of the Seller.

Conditions Precedent to the Restatement. The restatement of the Original Agreement is subject to the condition precedent that the Agent shall have received on or before the date of the effective date of such restatement the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) A copy of the resolutions adopted by the Board of Directors of the Seller approving this Agreement; Agreement and the other documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its Secretary or Assistant Secretary; (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement; Agreement and the other documents to be delivered by it hereunder (on which certificate the Agent and each Owner Purchaser and Bank may conclusively rely until such time as the Agent shall receive from the Seller a revised certificate meeting the requirements of this subsection (b)); (c) Acknowledgment copies of proper Financing Statements (Form UCC-3) amending the existing Financing Statements filed in 1989 1997 pursuant to subsection (dc) of Section 3.01 of the predecessor to the Original Agreement to reflect the exclusion of SB ChargesRRB Charge, in all jurisdictions where the original forms UCC-1 were filed. (d) Copies of the Basic Documents (as defined in the Note Indenture), certified as true by an appropriate officer of the SellerSeller or other appropriate Person. (e) The Intercreditor Agreement. (f) An amendment to the Originator Purchase Agreement. (g) An agreement among Fleet National Bank, the Agent, the Originator and the Seller which, among other things, terminates the Agent's dominion and control over the Supplemental Collection Account. (h) Payment of an amount to the Agent sufficient to reduce Capital to no more than $100,000,000.

Conditions Precedent to the Restatement. The restatement of the Original Agreement is subject to the condition precedent that the Agent shall have received on or before the date of the effective date of such restatement the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Agent: (a) A copy of the resolutions adopted by the Board of Directors of the Seller approving this Agreement; and the other documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its Secretary or Assistant Secretary; ; (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers authorized on its behalf to sign this Agreement; and the other documents to be delivered by it hereunder (on which certificate the Agent and each Owner may conclusively rely until such time as the Agent shall receive from the Seller a revised certificate meeting the requirements of this subsection (b)); ; <PAGE> 35 29 (c) Acknowledgment copies of proper Financing Statements (Form UCC-3) amending the existing Financing Statements filed in 1989 pursuant to subsection (d) of Section 3.01 of the predecessor to the Original Agreement to reflect the exclusion of SB Charges, in all jurisdictions where the original forms UCC-1 were filed. (d) Copies of the Basic Documents (as defined in the Indenture, certified as true by an appropriate officer of the Seller.