Conditions to TFI's Initial Obligations Clause Samples

Conditions to TFI's Initial Obligations. The obligations of TFI to execute and deliver the Asset Assignment to the Sellers on the Closing Date pursuant to, and perform it obligations pursuant to, this Agreement shall be subject to the satisfaction of the following conditions: (a) All representations and warranties of the Sellers contained in Sections 3.01(b) and 3.01(c) hereof and all information provided in the Contract (b) All representations and warranties of the Sellers contained in Section 3.01(a) hereof shall be true and correct on the Closing Date with respect to the Contracts listed on the Contract Schedule, with the same effect as though such representations and warranties had been made on such date, and the Sellers shall have delivered to TFI, the Issuer, the Trustee and each original purchaser of Notes an Officer's Certificate to such effect; (c) The Sellers shall have delivered all other information theretofore required or reasonably requested by TFI to be delivered by the Sellers hereunder, duly certified by an officer of each of the Sellers, and the Sellers shall have substantially performed all other obligations required to be performed as of the Closing Date by the provisions of this Agreement; (d) On or prior to the Closing Date, Trendwest, on behalf of the Sellers shall have delivered, or caused the delivery of, the Custodian File related to the Contracts identified in the Contract Schedule to the Custodian or its agent and, subject to Section 2.04 hereof, there shall have been made all filings, recordings and/or registrations, and there shall have been given, or taken, any notice or any other similar action, as may be necessary in the opinion of TFI, in order to establish and preserve the right, title and interest of TFI in such Contract and the other Assets; (e) On or before the Closing Date, the Issuer, the Servicer, the Subservicer and the Trustee shall have entered into the Servicing Agreement; (f) The Notes shall be issued and sold on the Closing Date, the Issuer shall receive the full consideration due it upon the issuance of the Notes, the Issuer shall have applied such consideration, to the extent necessary, to pay the related consideration to TFI for the sale of the Contracts and the Receivables and the grant of the security interest in the Credits, and TFI shall have applied such consideration, to the extent necessary, to pay the related Acquisition Consideration; and (g) Each of the Sellers shall have executed and delivered the Asset Assignment.