BY THE SECRETARIES OF
STATE OF DELAWARE AND MASSACHUSETTS; AND
(F)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY OF THE SELLER
CERTIFYING (I) THE NAMES AND TRUE SIGNATURES OF THE OFFICERS AUTHORIZED ON ITS
BEHALF TO SIGN THIS SALE AGREEMENT AND THE OTHER FACILITY DOCUMENTS TO BE
DELIVERED BY IT HEREUNDER (ON WHICH CERTIFICATE THE BUYER (AND THE COLLATERAL
AGENT) MAY CONCLUSIVELY RELY UNTIL SUCH TIME AS THE BUYER (AND THE COLLATERAL
AGENT) SHALL RECEIVE FROM THE SELLER A REVISED CERTIFICATE MEETING THE
REQUIREMENTS OF THIS SUBSECTION (F)) AND (II) A COPY OF THE SELLER'S BY-LAWS.
SECTION 3.02.
CONDITIONS PRECEDENT TO ALL PURCHASES.
EACH PURCHASE (INCLUDING
THE INITIAL PURCHASE) BY THE BUYER FROM THE SELLER SHALL BE SUBJECT TO THE
FURTHER CONDITIONS PRECEDENT THAT (A) WITH RESPECT TO ANY SUCH PURCHASE, ON OR
PRIOR TO THE DATE OF SUCH PURCHASE, THE SELLER SHALL HAVE DELIVERED TO THE BUYER
IN FORM AND SUBSTANCE SATISFACTORY TO THE BUYER (I) A COMPLETED SETTLEMENT
REPORT AS OF THE END OF THE IMMEDIATELY PRECEDING CALENDAR MONTH CONTAINING ANY
ADDITIONAL INFORMATION AS MAY BE REASONABLY REQUESTED BY THE BUYER, (II) A
NOTICE OF PURCHASE AND LIST OF THE CONTRACTS TO BE PURCHASED AS PROVIDED IN
SECTION 2.02(B), AND (III) A NOTICE FROM THE CUSTODIAN IN SUBSTANTIALLY THE FORM
OF EXHIBIT A TO THE CUSTODIAL AGREEMENT CONFIRMING THAT THE CUSTODIAN HAS
RECEIVED THE CONTRACT FILES FOR EACH CONTRACT TO BE
6
included in such Purchase; and (b) on the date of such Purchase the following
statements shall be true and the Seller by accepting the cash portion of the
Purchase Price shall be deemed to have certified that:
(I)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 4.01 ARE CORRECT ON
AND AS OF SUCH DAY AS THOUGH MADE ON AND AS OF SUCH DATE;
(II)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR WOULD RESULT FROM SUCH
PURCHASE WHICH CONSTITUTES AN EVENT OF TERMINATION OR WOULD CONSTITUTE AN EVENT
OF TERMINATION BUT FOR THE REQUIREMENT THAT NOTICE BE GIVEN OR TIME ELAPSE OR
BOTH;
(III)
THE BUYER SHALL HAVE RECEIVED SUCH OTHER APPROVALS OR DOCUMENTS AS THE
BUYER MAY REASONABLY REQUEST; AND
(IV)
IF THE FOOTHILL CREDIT AGREEMENT REMAINS IN EFFECT, SUCH PURCHASE
CONSTITUTES A "PERMITTED DISPOSITION" UNDER AND AS DEFINED IN THE FOOTHILL
CREDIT AGREEMENT, AND THE SELLER HAS TAKEN ALL ACTIONS NECESSARY TO RELEASE THE
TRANSFERRED ASSETS THAT ARE THE SUBJECT OF SUCH PURCHASE FROM ANY LIEN OR
SECURITY INTEREST ARISING IN CONNECTION WITH THE FOOTHILL CREDIT AGREEMENT;
PROVIDED, THAT THIS CLAUSE (IV) SHALL NOT BE CONSTRUED TO LIMIT THE GENERALITY
OF THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 4.01(H).
SECTION 3.03.
EFFECT OF PAYMENT OF PURCHASE PRICE.
UPON THE PAYMENT OF THE
PURCHASE PRICE FOR ANY PURCHASE, (WHETHER IN CASH OR THROUGH A CAPITAL
CONTRIBUTION), TITLE TO THE RELATED TRANSFERRED ASSETS SHALL VEST IN THE BUYER,
WHETHER OR NOT THE CONDITIONS PRECEDENT TO SUCH PURCHASE WERE IN FACT SATISFIED;
PROVIDED, HOWEVER, THAT THE BUYER SHALL NOT BE DEEMED TO HAVE WAIVED