Common use of Conditions to the Closing Clause in Contracts

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT Exhibit A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT Exhibit B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT Exhibit D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx Ernst & Young LLP, or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx LLP, or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx Ernst & Young LLP, or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.

Conditions to the Closing. On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of the Seller together with an Assignment substantially in the form attached as EXHIBIT A heretohereto (along with delivery of any instruments required under Section 2.06 together with the identifying information described in such Section 2.06 being indicated on such List of Contracts). (b) A certificate of an officer of each respective Seller substantially in the form of EXHIBIT B heretoC to the Sale and Servicing Agreement. (c) An opinion of counsel for the Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx Ernst & Young LLP, or another nationally recognized accounting firm, addressed to the Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of the Seller or of the Executive Committee of the Board of Directors of the Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of the Seller.

Conditions to the Closing. On or before the Closing Date, Seller the Company shall deliver or cause to be delivered the following documents to Trust Depositor each of the documents, certificates and other items as followsTrustee: (a) a. The initial List of Contracts identifying all Initial and Additional Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A heretoCompany. (b) b. A certificate of an officer of Seller the Company substantially in the form of EXHIBIT B Exhibit E hereto. (c) c. An opinion Opinion of counsel Counsel for Seller the Company substantially in the form of EXHIBIT D to the Sale and Servicing AgreementExhibit F hereto. (d) d. The Trustee's acknowledgement in the form of Exhibit G hereto. e. A letter or letters from Xxxxxx Xxxxxxxx LLP, Coopers and Xxxxxxx LLP or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for on a statistical sampling basis and, based on such sample sampling, concluding that such Contracts conform in all material respects to the Initial Contracts as described in the List of Contracts delivered pursuant to Section 2.02(a), to a confidence level of 97.5%, with respect to certain contract terms and identifying an error rate generally not in excess of 1.8%, specifying those Initial Contracts which do not so conform. (e) f. Copies of resolutions of the Board board of Directors directors of Seller the Company or of the Executive Committee executive committee of the Board board of Directors directors of Seller the Company approving the execution, delivery and performance of this Agreement Agreement, the creation of the Trust and the transactions contemplated hereunder, certified in each case by the Secretary secretary or an Assistant Secretary assistant secretary of Sellerthe Company.

Conditions to the Closing. On or before the Closing Date, Seller shall deliver or cause to be delivered to Trust Depositor each of the documents, certificates and other items as follows: (a) The initial List of Contracts, certified by the Chairman of the Board, President or any Vice President of Seller together with an Assignment substantially in the form attached as EXHIBIT A hereto. (b) A certificate of an officer of Seller substantially in the form of EXHIBIT B hereto. (c) An opinion of counsel for Seller substantially in the form of EXHIBIT D to the Sale and Servicing Agreement. (d) A letter or letters from Xxxxxx Xxxxxxxx LLP[_____], or another nationally recognized accounting firm, addressed to Trust Depositor and the Issuer and the Trustees and stating that such firm has reviewed a sample of the Initial Contracts and performed specific procedures for such sample with respect to certain contract terms and identifying those Initial Contracts which do not so conform. (e) Copies of resolutions of the Board of Directors of Seller or of the Executive Committee of the Board of Directors of Seller approving the execution, delivery and performance of this Agreement and the transactions contemplated hereunder, certified in each case by the Secretary or an Assistant Secretary of Seller.