DATE OF SUCH INITIAL TRANSACTION AND OF ALL CORPORATE OR OTHER
AUTHORITY FOR THE RELATED SELLER WITH RESPECT TO THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE PROGRAM DOCUMENTS AND EACH OTHER DOCUMENT TO BE DELIVERED BY
THE RELATED SELLER FROM TIME TO TIME IN CONNECTION HEREWITH (AND THE BUYER MAY
CONCLUSIVELY RELY ON SUCH CERTIFICATE UNTIL IT RECEIVES NOTICE IN WRITING FROM
THE SELLER TO THE CONTRARY).
(III)
INCUMBENCY CERTIFICATE.
AN INCUMBENCY CERTIFICATE OF THE SECRETARY OF
EACH SELLER CERTIFYING THE NAMES, TRUE SIGNATURES AND TITLES OF SELLER'S
REPRESENTATIVES DULY AUTHORIZED TO REQUEST TRANSACTIONS HEREUNDER AND TO EXECUTE
THE PROGRAM DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED THEREUNDER;
(IV)
LEGAL OPINION.
A LEGAL OPINION OF COUNSEL TO THE SELLERS,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C.
(V)
FILINGS, REGISTRATIONS, RECORDINGS. (I)
ANY DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, FINANCING STATEMENTS) REQUIRED TO BE FILED, REGISTERED OR
RECORDED IN ORDER TO CREATE, IN FAVOR OF THE BUYER, A PERFECTED, FIRST-PRIORITY
SECURITY INTEREST IN THE PURCHASED ITEMS, SUBJECT TO NO LIENS OTHER THAN THOSE
CREATED HEREUNDER, SHALL HAVE BEEN PROPERLY PREPARED AND EXECUTED FOR FILING
(INCLUDING THE APPLICABLE COUNTY(IES) IF THE BUYER DETERMINES SUCH FILINGS ARE
NECESSARY IN ITS REASONABLE DISCRETION), REGISTRATION OR RECORDING IN EACH
OFFICE IN EACH JURISDICTION IN WHICH SUCH FILINGS, REGISTRATIONS AND
RECORDATIONS ARE REQUIRED TO PERFECT SUCH FIRST-PRIORITY SECURITY INTEREST; AND
(II) UCC LIEN SEARCHES, DATED AS OF A RECENT DATE, IN NO EVENT MORE THAN 14 DAYS
PRIOR TO THE DATE OF SUCH INITIAL TRANSACTION, IN SUCH JURISDICTIONS AS SHALL BE
APPLICABLE TO THE SELLER AND THE PURCHASED ITEMS, THE RESULTS OF WHICH SHALL BE
SATISFACTORY TO THE BUYER.
(VI)
FEES AND EXPENSES. THE BUYER SHALL HAVE RECEIVED ALL FEES AND EXPENSES
REQUIRED TO BE PAID BY THE SELLERS ON OR PRIOR TO THE INITIAL PURCHASE DATE,
WHICH FEES AND EXPENSES MAY BE NETTED OUT OF ANY PURCHASE PROCEEDS PAID BY THE
BUYER HEREUNDER.
(VII)
FINANCIAL STATEMENTS. THE BUYER SHALL HAVE RECEIVED THE FINANCIAL
STATEMENTS REFERENCED IN SECTION 12(B).
(VIII)
UNDERWRITING GUIDELINES. THE BUYER AND THE SELLERS SHALL HAVE AGREED
UPON THE CURRENT UNDERWRITING GUIDELINES FOR LOANS AND THE BUYER SHALL HAVE
RECEIVED A COPY THEREOF CERTIFIED BY A RESPONSIBLE OFFICER OF EACH SELLER.
(IX)
CONSENTS, LICENSES, APPROVALS, ETC. THE BUYER SHALL HAVE RECEIVED
COPIES CERTIFIED BY EACH RELATED SELLER OF ALL CONSENTS, LICENSES AND APPROVALS,
IF ANY, REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY
EACH RELATED SELLER OF, AND THE VALIDITY AND ENFORCEABILITY OF, THE LOAN
DOCUMENTS, WHICH CONSENTS, LICENSES AND APPROVALS SHALL BE IN FULL FORCE AND
EFFECT.
(X)
INSURANCE. THE BUYER SHALL HAVE RECEIVED EVIDENCE IN FORM AND SUBSTANCE
29
SATISFACTORY TO THE BUYER SHOWING COMPLIANCE BY THE SELLERS AS OF SUCH INITIAL
PURCHASE DATE WITH SECTION 13(X) HEREOF.
(XI)
RESERVED.
(XII)
OTHER DOCUMENTS. THE BUYER SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AS
THE BUYER OR ITS COUNSEL MAY REASONABLY REQUEST.
(B)
THE OBLIGATION OF BUYER TO ENTER INTO EACH TRANSACTION PURSUANT TO
THIS AGREEMENT (INCLUDING THE INITIAL