Common use of Conditions Precedent to Initial Purchase from the Seller Clause in Contracts

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller, other than the interests to be released pursuant to Section 2.02(e) of the RIPA. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security, other than financing statements evidencing interests to be released pursuant to Section 2.02(e) of the RIPA). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box AccountAccount (or an amendment and restatement of any existing Lock-Box Agreement with Bank of America, N.A.), duly executed by the applicable Originator(s) Trane U.S. and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein Undertaking in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper Executed financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchasein form suitable for filing, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchaseAssets. (d) Acknowledgment copies Evidence of the filing of, or time stamped receipt copies of duly executed in form suitable for filing, proper financing statements, if any, necessary (x) to release all Adverse Claims or (y) to subordinate all security interests and other rights which do not constitute Adverse Claims, in each case, of any Person in the Transferred Receivables, Contracts or Related Security Assets previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions A favorable opinion of XxXxxxxxx, Will & Xxxxx Battle Xxxxxx LLP, counsel for the Seller, substantially in the form of Exhibit A hereto, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such other matters as the Purchaser may reasonably request. (g) Executed copies of the Evidence that each entity holding a Lock-Box Agreements in respect Account has been notified of each Lock-Box Account, duly executed the Purchase of the Transferred Assets by the applicable Originator(s) Purchaser and the Lock-Box Bank holding has been directed and has agreed in writing to remit funds payable from such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as Account to the good standing of the Seller from such Secretary of State Purchaser or other official, dated as of a recent dateits assignee.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentstime stamped receipt copies, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, Purchase or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statementsinstruments, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which which, other than the financing statements filed pursuant to subsection (c), shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables and/or Participation Interests from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization, if not a corporation) of the Board of Directors (or similar governing body or Persons, if not a corporation) of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the such Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies Copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables Purchased Assets and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies Copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred ReceivablesPurchased Assets, Contracts or Related Security previously granted by the Seller, except those evidencing security interests subject to the Intercreditor Agreement. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred ReceivablesPurchased Assets, Contracts or Related SecuritySecurity except those evidencing security interests subject to the Intercreditor Agreement). (f) Favorable opinions A favorable opinion of XxXxxxxxx(i) Skadden, Will Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, (ii) Xxxxxxx & Xxxxxx relating to various states' local perfection issues and (iii) Parent's general counsel, in each case, as to such matters as the Purchaser may reasonably request., and (g) Executed copies of the Lock-Box (i) Deposit Account Agreements in respect of with each Lock-Box Account, duly executed by the applicable Originator(sDeposit Bank and (ii) and the Lock-Box Bank holding such Lock-Box AccountGovernmental Entity Receivables Agreements with each Account Bank. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement Memorandum and Articles of Association of the Seller Seller, certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller, other than the interests to be released pursuant to Section 2.02(e) of the RIPA. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security, other than financing statements evidencing interests to be released pursuant to Section 2.02(e) of the RIPA). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box AccountAccount (or an amendment and restatement of any existing Lock-Box Agreement with Bank of America, N.A.), duly executed by the applicable Originator(s) Seller and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement bylaws of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formationincorporation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the SellerSellers, and Xxxxxx Xxxxxx, internal counsel for Hussmann, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement bylaws of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formationincorporation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors Evidence that an authorized officer of the Seller approving has, pursuant to delegated authority, approved this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the its officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming Purchase under the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as UCC of all jurisdictions that the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions in order to perfect (i) the Seller’s ownership of and security interest in the Receivables Related Security and the Collections related thereto (or interests therein) contributed by EDS to the Seller pursuant to the EDS Contribution Agreement, and (ii) the Purchaser’s ownership of and security interest in the Transferred Receivables and Receivables, Related Security and Collections with respect thereto; provided that any such necessary related thereto (or desirable financing statement assignments may be delivered promptly following the date of such initial purchaseinterest therein). (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security and any right to payment of any Transferred Receivable arising under a Contract or any Contract (to the extent Transferred Receivables arise under such Contract) previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts Related Security or Related Securityany Contract (to the extent Transferred Receivables arise under such contract)). (f) Favorable opinions A favorable opinion of XxXxxxxxxHxxxxx & Lxxx, Will & Xxxxx LLPL.L.P., counsel for the Seller, Seller and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each caseEPC, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies (i) The Deposit Account Acknowledgment Agreement and (ii) the Lock-Box Agreement in respect of the Lock-Box Agreements in respect Account maintained with Bank of each Lock-Box AccountAmerica, duly executed by N.A. (h) Executed copies of the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box AccountUndertakings. (hi) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the PurchaserEDS Contribution Agreement. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (fi) Favorable opinions Evidence satisfactory to the Purchaser that the Seller has satisfied all of XxXxxxxxx, Will & Xxxxx LLP, counsel for its obligations under the Seller, Existing Purchase Agreement and of Xxxxxxxx Xxxxxxxxx, internal counsel for that the Seller, in each case, Existing Purchase Agreement has been terminated and all security interests granted thereunder have been released. (j) An effective amendment to the Credit Facility in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) Seller and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (ji) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment Executed copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly to be filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment Executed copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions A favorable opinion of XxXxxxxxxXxxx, Will Weiss, Rifkind, Xxxxxxx & Xxxxx LLPXxxxxxxx, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) Seller and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy A favorable opinion of Xxxxx & Xxx Xxxxx PLLC, special North Carolina counsel to the UndertakingSeller, together with an executed copy of an assignment of the rights of the Seller therein in favor of form and substance satisfactory to the Purchaser. (i) A copy favorable opinion of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of Diserio, Martin, X'Xxxxxx & Castiglioni LLP, special Connecticut counsel for the Seller, in form and substance satisfactory to the Purchaser. (j) A copy favorable opinion of the certificate of formation of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, in form and a certificate as substance satisfactory to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.Purchaser

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified A certificate of the Secretary or Assistant Secretary of the Seller certifying (i) copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified Agreement, (ii) copies of all documents evidencing other necessary limited liability company action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (biii) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (cb) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchasepurchase, naming the Seller as the sellerdebtor/debtor seller and the Purchaser as the purchaser/secured party/purchaser, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchaseCollateral. (dc) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the SellerCollateral. (ed) Completed requests for information, dated on or before the date of such initial Purchasepurchase, listing the financing statements referred to in subsection (cb) above and all other effective financing statements filed in the jurisdictions referred to in subsection (cb) above that name the Seller or the Originators as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts Receivables or Related Security). (fe) Favorable opinions Copies of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the executed Lock-Box Agreements in respect of each Lock-Box Account, duly executed by United Rentals, the applicable Originator(s) Purchaser and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (if) A copy favorable opinion of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of counsel for the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, substantially in such form and a certificate as to such matters as the good standing of the Seller from such Secretary of State or other official, dated as of a recent datePurchaser may reasonably request.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/purchaser/ secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions A favorable opinion of XxXxxxxxx(i) Cravath, Will Swaine & Xxxxx LLPMxxxx, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, (ii) internal counsel for to the Seller, substantially in each casethe form of Exhibit A hereto, in form and substance satisfactory to the Purchaser, as to such other matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together Control Agreement with an the initial Designated Bank and undated executed copy copies of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as Lock-Box Agreements to the good standing of the Seller from such Secretary of State or other official, dated as of a recent dateLock-Box Banks.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) Seller and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement bylaws of the Seller certified by the Secretary or Assistant Secretary of the Seller. (ji) A copy of the certificate of formation incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formationincorporation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase Closing Date the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderDocuments. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and Agreement, the other applicable Transaction Documents and the other documents to be delivered by it hereunder. (c) Acknowledgment copies (or time stamped receipt copies other evidence of filing satisfactory to the Agent) of proper financing statements and financing statement amendments or other similar instruments or documentsterminations, as applicable, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Receivables, Related Security and Collections and proceeds with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies (or time stamped receipt copies other evidence of filing satisfactory to the Agent) of proper financing statementsstatements and financing statement amendments or terminations, as applicable, if any, necessary to release or assign all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above and in any other jurisdiction reasonably requested by the Purchaser that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions A favorable opinion of XxXxxxxxx(i) Skadden, Will Arps, Slate, Mxxxxxx & Xxxxx Fxxx LLP, counsel for the SellerSeller and (ii) Rxxxxxx X. Xxxxx, and General Counsel of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each caseParent, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed Duly executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) Deposit Account Control Agreement and the Lock-Box Bank holding such Lock-Box Accountall documentation related thereto. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables and/or Participation Interests from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderAgreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the such Seller authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies Copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s 's ownership of and security interest in the Transferred Receivables Purchased Assets and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies Copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred ReceivablesPurchased Assets, Contracts or Related Security previously granted by the Seller, except those security interests subject to the Intercreditor Agreement. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred ReceivablesPurchased Assets, Contracts or Related SecuritySecurity except those evidencing security interests subject to the Intercreditor Agreement). (f) Favorable opinions A favorable opinion of XxXxxxxxx(i) Skadden, Will Arps, Slate, Xxxxxxx & Xxxxx Xxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, (ii) Xxxxxxx & Xxxxxx relating to various states' local perfection issues and (iii) Parent's general counsel, in each case, as to such matters as the Purchaser may reasonably request., and (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the SellerDeposit Account Agreements with each Deposit Bank and (ii) Governmental Entity Receivables Agreements with each Account Bank. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (a) Certified copies of the resolutions (or similar authorization) of the Board of Directors of the Seller approving this Agreement and the other applicable Transaction Documents to be delivered by it hereunder and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other applicable Transaction Documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documents, duly filed on or before the date of the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (f) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the Lock-Box Agreements in respect of each Lock-Box Account, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaser. (i) A copy of the limited liability company agreement bylaws of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formationincorporation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. The initial Purchase of Receivables from the Seller hereunder is additionally subject to the condition precedent that on the date of such initial Purchase, the following statement shall be true (and acceptance of the proceeds of such Purchase shall be deemed a representation and warranty by the Seller that such statement is true): there shall have been no material adverse change in the financial condition of the Seller since December 31, 2008.

Conditions Precedent to Initial Purchase from the Seller. The initial Purchase of Receivables from the Seller hereunder is subject to the conditions precedent that (a) all of the conditions to the initial purchase under the Receivables Purchase Agreement have been satisfied or waived in accordance with the terms thereof, and (b) the Purchaser shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Purchaser: (ai) Certified copies of the resolutions (or similar authorization) of the Board of Directors of Evidence that the Seller approving and each other Originator has taken any necessary corporate action to authorize this Agreement and the other applicable Transaction Documents to be delivered by it hereunder First-Step Agreement and certified copies of all documents evidencing other necessary limited liability company corporate action and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents to be delivered by it hereunderFirst-Step Agreement. (bii) A certificate of the Secretary or Assistant Secretary of the Seller and each other Originator certifying the names and true signatures of the officers of the Seller and each other Originator authorized to sign this Agreement and the other applicable Transaction Documents documents to be delivered by it hereunder. (ciii) Acknowledgment copies or time stamped receipt copies of proper financing statements or other similar instruments or documentsstatements, duly filed on or before the date of the initial Purchase, naming the Seller each Originator as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law of all appropriate jurisdictions to perfect the Purchaser’s ownership of and security interest in the Transferred Receivables and Related Security and Collections with respect thereto; provided that any such necessary or desirable financing statement assignments may be delivered promptly following the date of such initial purchase. (div) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Transferred Receivables, Contracts or Related Security previously granted by the SellerSeller and each other Originator. (ev) Completed requests for information, dated on or before the date of such initial Purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (ciii) above that name the Seller or any other Originator as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Receivables, Contracts or Related Security). (fvi) Favorable opinions of XxXxxxxxx, Will & Xxxxx LLP, counsel for the Seller, and of Xxxxxxxx Xxxxxxxxx, internal counsel for the Seller, in each case, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Executed copies of the LockThe First-Box Agreements in respect of each Lock-Box AccountStep Agreement, duly executed by the applicable Originator(s) and the Lock-Box Bank holding such Lock-Box Account. (h) An executed copy each of the Undertaking, together with an executed copy of an assignment of the rights of the Seller therein in favor of the Purchaserparties thereto. (i) A copy of the limited liability company agreement of the Seller certified by the Secretary or Assistant Secretary of the Seller. (j) A copy of the certificate of formation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its formation, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.