Common use of Conditions Precedent to Initial Purchase Clause in Contracts

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase of Receivables by the Company hereunder is subject to the conditions condition precedent that the Administrator Company and each Purchaser the Administrative Agent (as the Company’s assignee) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Company and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart copy of this Agreement and the other resolutions of the board of directors or managers or authorized committee thereof of each Originator approving the Transaction Documents to be dated as of executed and delivered by it and the Closing Datetransactions contemplated hereby and thereby, each duly executed certified by the parties thereto.secretary or assistant secretary of such Originator; (b) Copies of: Good standing certificates (ior applicable certificate or statement of like effect in any applicable jurisdiction howsoever named) resolutions authorizing the execution, delivery and performance by Targa, the Seller, for each Originator issued as of a recent date acceptable to the Company and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified Administrative Agent by the Secretary or Assistant Secretary of State of the applicable party and, in the case jurisdiction of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.such Originator’s organization; (c) A certificate of the Secretary secretary or Assistant Secretary assistant secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company and the Administrative Agent may conclusively rely until such time as the Servicer, the Company and the Administrative Agent shall receive from such Person a revised certificate meeting the requirements of this Agreement clause (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date acceptable to the Servicer, together with a copy of the by-laws or limited liability company agreement of such Originator (including all amendments and modifications thereto), each duly certified by the secretary or an assistant secretary of such Originator; (e) Proper financing statements (Form UCC-1) in form ready to be filed on the Closing Date, naming each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Originator, as may be necessary or, in the Company’s or the Administrative Agent’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been assigned to it hereunder; (f) A written search report from a Person satisfactory to the Company and the Administrative Agent listing all effective financing statements that name any of the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may be prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Company hereunder), and tax and judgment lien search reports from all applicable jurisdictions (including, without limitation liens of the Pension Benefit Guaranty Corporation) showing no evidence of such liens filed against any Originator; (g) Favorable opinions of (i) Weil, Gotshal & Xxxxxx LLP, special counsel to Xxxxxxxxx and the other Originators, (ii) Xxxxxx, Xxxxx & Xxxxxxx LLP, special Pennsylvania counsel to Xxxxxxxxx, (iii) Bass, Xxxxx & Xxxx PLC, special Tennessee counsel to Xxxxxxxxx Hardwood Flooring Company, and (iv) Xxxx Xxxxxxx, Deputy General Counsel to Xxxxxxxxx and the other Originators, in form and substance satisfactory to the Company, the Administrative Agent and each Purchaser; (h) A Company Note in favor of each Originator, duly executed by the Company; (i) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until be executed and delivered in connection herewith and (ii) that each of the Administrator conditions precedent to the execution, delivery and each Purchaser Agent receives a subsequent incumbency effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrative Agent’s satisfaction; and (j) A certificate from Targaan officer of each Originator to the effect that such Originator has placed on the most recent, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent has taken all steps reasonably necessary to ensure that there shall be entitled placed on subsequent, data processing reports an indication reasonably acceptable to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller Company and the Administrator Administrative Agent indicating that the Receivables described therein have been sold to the Company pursuant to this Agreement and that an interest in the same Receivables has been granted to the Administrative Agent (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and under the Sale Receivables Purchase Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent the followingLender: (a) A counterpart a copy of the resolutions or written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of each such PersonOriginator’s organization or formation.; (lc) Such a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other information Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) the certificate of formation or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller, the Buyer as the assignor secured party/buyer and the Administrative Agent, for the benefit of the Secured Parties, as assignee secured party of the Receivables and the Related Rights sold or contributed, or purported to be sold or contributed, by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent and each Lender; (h) a copy of an Intercompany Loan Agreement entered into by each Originator and the Buyer, duly executed by such Originator and the Buyer; and (i) evidence (x) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (y) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Initial Purchaser Agent shall have received each of the following (with copies to the Administrator), on or before the date of such Purchase, each (unless otherwise indicated) dated such date and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Initial Purchaser and each Purchaser Agent the followingAdministrator: (a) The XXX Agreement, duly executed by the parties thereto, together with evidence reasonably satisfactory to the Initial Purchaser that all conditions precedent to the initial purchase of an Asset Interest thereunder (other than any condition relating to the effectiveness of the purchase commitment under this Agreement) shall have been met; (b) A counterpart certificate of the Secretary or Assistant Secretary of KBK certifying (i) the names and the signatures of the incumbent officers of KBK authorized to sign this Agreement and the other Transaction Documents to be dated delivered by it (on which certificate the Initial Purchaser may conclusively rely until such time as the Initial Purchaser shall receive a revised certificate meeting the requirements of this subsection (b)), (ii) that the copy of the articles or certificate of incorporation of KBK attached thereto and duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Initial Purchaser is a complete and correct copy thereof and that the same has not been amended, modified or supplemented and is in full force and effect as of the Closing Datedate thereof, each duly executed by (iii) that the parties thereto. copy of the by-laws of KBK attached thereto is a complete and correct copy thereof and that such by-laws have not been amended, modified or supplemented and are in full force and effect as of the date thereof, and (biv) Copies of: (i) the resolutions of KBK's board of directors approving and authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer KBK of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action , and governmental approvalsthat such resolutions have not been amended, if any, with respect to this Agreement modified or rescinded and the other Transaction Documents; are in full force and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary effect as of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.date thereof; (c) A certificate Copies of good standing certificates for KBK issued by the Secretary or Assistant Secretary of Targa, the Seller, the Originators State of Delaware and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, appropriate official of each other jurisdiction where such Originator or the Servicer, as the case may be.qualification is required under SECTION 6.1(B); (d) Financing statementsAcknowledgment copies (or other evidence of filing reasonably acceptable to the Initial Purchaser) of (i) proper financing statements (Form UCC-1), in form and substance suitable for filing, each to be sent for filing by the Administrator filed on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase in the State of Texas and in such other jurisdictions as the Initial Purchaser may reasonably request, substantially in the form of EXHIBIT 4.1(D) or in such other form as the Administrator may reasonably request (with such changes, if any, as the Initial Purchaser may find acceptable in its discretion), naming KBK as the debtor and seller of Receivables and Related Assets, the Initial Purchaser as the secured party and purchaser and Purchaser as assignee; and (ii) such other, similar instruments or documents, if any, as may be necessary or, in the opinion of the Initial Purchaser, desirable under this Agreement.the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by KBK to the Initial Purchaser of the Receivables and Related Assets; (e) Search reports provided in writing to the Administrator by Vxxxxx & Exxxxx L.L.P., (i) A pro forma Information Package representing listing all effective financing statements or other, similar instruments or documents that name KBK as debtor and that are filed in the performance jurisdictions in which filings were made pursuant to CLAUSE (D) above and in such other jurisdictions as the Initial Purchaser shall reasonably request, together with copies of such financing statements (none of which, other than (x) any of the financing statements or other instruments or documents described in CLAUSE (D) above, and (y) any financing statements which shall have been terminated (and of which the Initial Purchaser shall have received satisfactory evidence of termination), shall cover any Receivables Pool for or Related Assets), and (ii) listing all tax liens and judgment liens (if any) filed against KBK in the most recent Fiscal Month before closing.jurisdictions described therein and showing no such Liens; (jf) Evidence A favorable opinion of payment by Vxxxxx & Exxxxx L.L.P., special counsel to KBK, in substantially the Seller form of all accrued EXHIBIT 4.1(F)-1 and unpaid fees (including those contemplated by a favorable opinion of MxXxxxxxxx Xxxxxxxx, special Louisiana counsel to KBK, in substantially the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 form of this Agreement and the Fee Letter.EXHIBIT 4.1(F)-2; and (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (lg) Such other information with respect to the Receivables agreements, instruments, certificates, opinions and other documents as the Initial Purchaser or the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Servicer (on the Company’s behalf) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent Servicer (acting on the following:Company’s behalf): (a) An Originator Assignment Certificate in the form of Exhibit C from the Originator, duly completed, executed and delivered by the Originator; (b) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.Originator; (c) Good standing or validly subsisting certificates for the Originator issued as of a recent date acceptable to the Servicer by the Secretary of State of the jurisdiction of the Originator’s organization and each jurisdiction where the Originator is qualified to transact business; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is certificate the Servicer and the Company may conclusively rely until such time as the Servicer shall receive from such Person a revised certificate meeting the requirements of this clause (d)); (e) Copies of the certificate or articles of incorporation or other organizational document of the Originator duly certified by the Secretary of State of the jurisdiction of the Originator’s organization as of a recent date, together with a copy of the by-laws of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator; (f) Originals of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the debtor/seller and the Company as the secured party. Until /purchaser (and the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from TargaIssuer, as assignee of the SellerCompany) of the Receivables generated by the Originator as may be necessary or, an Originator in the Servicer’s or the ServicerAdministrator’s opinion, as desirable under the case UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered assigned to it by the Seller, such Originator or the Servicer, as the case may be.hereunder; (dg) Financing statementsA written search report from a Person satisfactory to the Servicer listing all effective financing statements that name the Originator as debtor or seller and that are filed in the jurisdictions in which filings were made pursuant to the foregoing clause (f), together with copies of such financing statements (none of which, except for those described in the foregoing clause (f), shall cover any Receivable or any Related Rights which are to be sold to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Servicer showing no evidence of such liens filed against the Originator; (h) A favorable opinion of Xxxxxx, Xxxxx & Bockius LLP, counsel to the Originator, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form Servicer and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing[Intentionally Omitted.] (j) Evidence A certificate from an officer of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses Originator to the extent invoiced effect that the Servicer and due and payable the Originator have placed on the Closing Datemost recent, including any such costsand have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, fees and expenses arising under data processing report that the Originator generates which are of the type that a proposed purchaser or referenced in Section 6.4 of this Agreement and lender would use to evaluate the Fee LetterReceivables, the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD BY UGI ENERGY SERVICES, INC. TO ENERGY SERVICES FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 30, 2001, AS MAY BE AMENDED FROM TIME TO TIME, BETWEEN UGI ENERGY SERVICES, INC. AND ENERGY SERVICES FUNDING CORPORATION, AS PURCHASER; AND AN UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN SOLD TO MARKET STREET FUNDING CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 30, 2001 AS MAY BE AMENDED FROM TIME TO TIME, AMONG ENERGY SERVICES FUNDING CORPORATION, AS SELLER, UGI ENERGY SERVICES, INC., AS SERVICER, MARKET STREET FUNDING CORPORATION, AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR”; and (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies Certified copies of: (i) the resolutions of the board of directors of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by Targa, the Seller, each such Originator and the Servicer Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of all documents evidencing other necessary limited liability company or corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; Documents and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing Acknowledgment copies, or time stamped receipt copies, of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Administrator may deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit on behalf of the Purchaser Agents and the each Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory Acknowledgment copies, or time-stamped receipt copies, of proper financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before Related Security previously granted by the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator Originators or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e))Seller. (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under after effectiveness of this Agreement is subject to the following conditions precedent that the Administrator Administrative Agent and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Administrative Agent and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: Certified copies of (i) the resolutions of the board of directors of the Seller authorizing the execution, delivery delivery, and performance by Targa, the Seller, each Originator and the Servicer Seller of this Agreement and the other Transaction Documents (other than the Ancillary Documents) to which it is will be a party; , (ii) evidence of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents (other than the Ancillary Documents; ) to which it will be a party and (iii) the organizational documents certificate of Targa, incorporation and by-laws of the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Seller certifying the names and true signatures of its the officers who are of the Seller authorized to sign this Agreement and the other Transaction Documents (other than the Ancillary Documents) to which it is will be a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targathe Seller in form and substance satisfactory to the Administrative Agent, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Administrative Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statementsCertified copies of (i) the resolutions of the board of directors (or its designated committee) of the Seller and Servicer authorizing the execution, delivery, and performance by the Seller and Servicer of this Agreement and the other Transaction Documents (other than the Ancillary Documents) to which it will be a party, (ii) all documents evidencing other necessary corporate and shareholder action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents (other than the Ancillary Documents) to which it will be a party and (iii) the certificate of incorporation and by-laws of the Seller and Originator. (e) A certificate of the Secretary or Assistant Secretary of the Originator certifying the names and true signatures of the officers of the Originator authorized to sign this Agreement and the other Transaction Documents (other than the Ancillary Documents) to which it will be a party. Until the Administrative Agent receives a subsequent incumbency certificate from the Originator in form and substance suitable for filingsatisfactory to the Administrative Agent, each the Administrative Agent shall be entitled to be sent for filing rely on the last such certificate delivered to it by the Administrator Originator. (f) Acknowledgment copies, or time stamped receipt copies of proper financing statements, duly filed on or before the Closing Date date of such initial Purchase under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Administrative Agent and each Purchaser Agent may deem necessary or desirable in order to perfect (with a first priority) the interests of the Seller and the Administrator Administrative Agent (for the benefit on behalf of itself, the Purchaser Agents and the Purchasers) contemplated by this the Agreement and to perfect (with a first priority) the interests of the Seller as contemplated by the Receivables Sale Agreement. (eg) Evidence satisfactory Acknowledgment copies, or time stamped receipt copies of proper terminations of financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form (other than the Seller and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date Administrative Agent) in the jurisdiction in which Pool Receivables, Contracts or Related Security previously granted by the related initial financing statements were filedOriginator or the Seller. (fh) Completed UCC search reports from the State of Delawarereports, dated within 10 Business Days prior to on or shortly before the Closing Datedate of such initial Purchase, listing all effective financing statements filed in the jurisdiction referred to in clause (f) above that name the Seller or the Originator as debtor, together with copies of such financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the secretary of state Pension Benefit Guaranty Corporation in such jurisdictionjurisdictions as the Administrative Agent or any Purchaser Agent may request, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims such liens on any of the Pool Assets (other than those which have been released as described in the preceding clause (e))Assets, Pool Receivables, Contracts or Related Security. (gi) Favorable opinionsCopies of executed Blocked Account Agreements with the Blocked Account Banks. (j) A favorable opinion of Lily Yxx Xxxxxxx, corporate counsel for the Originator and the Seller, addressed to the AdministratorAdministrative Agent, each Purchaser, each Purchaser Agent and each Liquidity Provider, Alternate Purchaser substantially in the form of Annex E and substance reasonably satisfactory as to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such other matters as the Administrator or any Purchaser Administrative Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (hk) A favorable opinion of Dxxxx Xxxx & Wxxxxxxx, counsel for the Originator and the Seller, addressed to the Administrative Agent, each Purchaser, each Purchaser Agent and each Alternate Purchaser substantially in the form of Annex F and as to such other matters as the Administrative Agent may reasonably request. (l) A favorable opinion of Dxxxx Xxxx & Wxxxxxxx, counsel for the Seller and the Originator, addressed to the Administrative Agent, each Purchaser, each Purchaser Agent and each Alternate Purchaser substantially in the form of Annex G and as to such other matters as the Administrative Agent may reasonably request. (m) A favorable opinion of Morris, Nichols, Arsht & Txxxxxx, special Delaware counsel for the Originator and the Seller, addressed to the Administrative Agent, each Purchaser, each Purchaser Agent and each Alternate Purchaser substantially in the form of Annex H and as to such other matters as the Administrative Agent may reasonably request. (n) Satisfactory results of a review, field examination and audit (performed review by representatives the Purchasers of the Administrator) of Seller’s and the ServicerOriginator’s collection, operating and reporting systems, the Credit and Collection Policy of each OriginatorPolicy, historical receivables data and accounts, including satisfactory results of a review of the ServicerSeller’s and the Originator’s operating location(s) locations and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (io) A pro forma Information Package Monthly Receivables Report representing the performance of the portfolio of Pool Receivables Pool for the most recent Fiscal Month before closingmonth prior to the initial Purchase. (jp) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and then due and payable on the Closing Datedate thereof, together with Attorney Costs of the Administrative Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between the Seller and the Administrative Agent); including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement 6.4, the Fee Letter and the Fee Engagement Letter. (kq) Good standing certificates with respect to each of the Seller, each Originator and the Servicer Seller issued by the Secretary of State (or similar official) Secretaries of the state States of each such Person’s organization or formationDelaware and California. (lr) Such other information Good standing certificates with respect to the Receivables as Originator issued by the Administrator or any Purchaser Agent may reasonably requestSecretaries of the States of Delaware and California. (ms) Such other approvalsAn executed Receivables Sale Agreement. (t) Letters from each of the rating agencies then rating the Notes of each Conduit Purchaser confirming the rating of its Notes after giving effect to the transactions contemplated by this Agreement. (u) Receipt and satisfactory review of the final Protiviti audit report. (v) Evidence that the “Liens” created (and as defined) under the GE Receivables Funding Agreement have been released in full, opinions or documents all outstanding “Advances” (as defined in the Administrator or any Purchaser Agent may reasonably requestGE Receivables Funding Agreement) have been paid in full and all obligations of the Seller and the Servicer thereunder have been terminated.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent (as the Buyer’s assignee) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of each such PersonOriginator’s organization or formation. (l) Such formation and each other information jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect with respect to the Originator and the Receivables sold by it to the Buyer hereunder; (c) a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Administrator Buyer’s assignee) and each Purchaser (as the Buyer’s assignee) may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser (as the Buyer’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor secured party (and the Administrative Agent, for the benefit of the Purchasers, as assignee secured party) of the Receivables sold by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s (as the Buyer’s assignee) reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Originator pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such other approvalsfavorable opinions of counsel to the Originators, opinions or documents in form and substance satisfactory to the Buyer, the Administrative Agent (as the Administrator or any Buyer’s assignee) and each Purchaser Agent may reasonably request(as the Buyer’s assignee); (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; and (i) evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Buyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer and each Purchaser the Administrative Agent (as the Buyer’s assignee) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and each Purchaser the Administrative Agent (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Master Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser may conclusively rely until such time as the Master Servicer, the Buyer and the Administrative Agent (as the Buyer’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer and the Administrative Agent; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; and (i) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Transferee shall have received on or before the date of such PurchasePurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingTransferee: (a) A counterpart a copy of the resolutions of the Board of Directors of the Transferor approving this Agreement and the other Transaction Operative Documents to be dated as of delivered by it hereunder and the Closing Datetransactions contemplated hereby, each duly executed certified by the parties thereto.its secretary or assistant secretary; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary secretary or Assistant Secretary assistant secretary of Targa, the Seller, the Originators and the Servicer Transferor certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents documents to be delivered by it hereunder (on which it is certificate the Transferee may conclusively rely until such time as the Transferee shall receive from the Transferor a party. Until revised certificate meeting the Administrator requirements of this subsection (b)), (ii) a copy of the certificate of incorporation of the Transferor and each Purchaser Agent receives (iii) a subsequent incumbency certificate from Targacopy of the Transferor’s by-laws; (c) financing statements (Form UCC 1), in proper form for filing, naming Medallion Financial as the debtor/seller of the Financial Medallion Loans and Related Assets, the SellerTransferor as secured party/buyer/assignor and the Transferee as assignee thereof, an Originator or the Servicerother documents, as may be necessary or, in the case may beopinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Administrator and each Purchaser Agent shall be entitled to rely on Transferee’s, interests in the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.Financial Medallion Loans; (d) Financing statementsfinancing statements (Form UCC 1), in proper form and substance suitable for filing, each to naming Freshstart as the debtor/seller of the Freshstart Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be sent for filing by necessary or, in the Administrator on or before opinion of the Closing Date Transferee, desirable under the UCC of the jurisdiction of organization of the debtor named therein in order all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests of in the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement.Freshstart Medallion Loans; (e) Evidence satisfactory to financing statements (Form UCC 1), in proper form for filing, naming Medallion Capital as the Administrator debtor/seller of the termination Capital Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Capital Medallion Loans; (f) financing statements (Form UCC 1), in proper form for filing, naming the Transferor as the debtor/seller of the Medallion Loans and Related Assets and the Transferee as secured party/buyer/assignor and the Administrative Agent as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferee’s interests in the Medallion Loans and Related Assets; (g) receipt-stamped copies of proper financing statements (Form UCC 3), if any, necessary to release of Adverse Claims all security interests and other rights of any Person in any Pool AssetsMedallion Loans and Related Assets previously granted by the Transferor, together with UCC termination statements Medallion Financial, Freshstart or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Medallion Capital; (h) Satisfactory results an opinion of a reviewXxxxxxx Xxxx & Xxxxxxxxx LLP, field examination and audit (performed by representatives counsel to the Transferor, the Transferee, Medallion Financial, regarding the characterization of the Administrator) Financial Medallion Loans sold by Medallion Financial to the Transferor pursuant to the Medallion Financial Loan Sale Agreement, the Freshstart Medallion Loans sold by Freshstart to The Transferor pursuant to the Freshstart Loan Sale Agreement, the Capital Medallion Loans sold by Medallion Capital to the Transferor pursuant to the Medallion Capital Loan Sale Agreement and the Medallion Loans sold or contributed by the Transferor to the Transferee hereunder as true sales or contributions of, and not loans secured by, the Financial Medallion Loans, the Freshstart Medallion Loans, the Capital Medallion Loans or the Medallion Loans, as applicable, and as to the substantive nonconsolidation of either the Transferor or Medallion Financial with the Transferee in a bankruptcy of the Servicer’s collection, operating and reporting systems, Transferor and/or the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Transferee; and (i) A pro forma Information Package representing the performance an opinion of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter)Xxxxxxx Xxxx & Xxxxxxxxx LLP, costs and expenses counsel to the extent invoiced Transferor, as to perfection, priority, certain corporate matters and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables matters as the Administrator or any Purchaser Agent Transferee may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent the followingPurchaser: (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of each such PersonOriginator’s organization or formation., except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (lc) Such a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other information Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and Tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent and each Purchaser; (h) a copy of an Intercompany Loan Agreement entered into by each Originator and the Buyer, duly executed by such Originator and the Buyer; and (i) evidence of the execution and delivery by each of the parties thereto of each of the other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestTransaction Documents to be executed and delivered by it in connection herewith.

Conditions Precedent to Initial Purchase. The initial ---------------------------------------- Purchase under this Agreement is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Buyer shall have received each of the following (with copies to the Trustee), on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and each Purchaser Agent the followingTrustee: (a) The Pooling and Servicing Agreement and the Series 1999-1 Supplement thereto, duly executed by the parties thereto, together with evidence reasonably satisfactory to the Buyer that all conditions precedent to the sale of the 1999-1 Series Certificate to the Initial Series 1999-1 Certificateholder thereunder (other than any condition relating to the effectiveness of the purchase commitment under this Agreement) shall have been met; (b) A counterpart certificate of the Secretary of COMPUCOM certifying (i) a copy of the resolutions of its Board of Directors approving this Agreement and the other Transaction Documents to be dated as delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Trustee, the Certificateholders and Buyer may conclusively rely until such time as the Trustee shall receive from COMPUCOM, as the case may be, a partyrevised certificate meeting the requirements of this subsection (b)); (iiiii) evidence -------------- a copy of its by-laws; and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and ; (iiic) the organizational documents The Articles of TargaIncorporation of COMPUCOM, the Seller, each Originator and the Servicer, in each case, duly certified by the Secretary or Assistant Secretary of the applicable party and, in the case State of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the ServicerDelaware, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.of a recent date; (d) Financing statementsAcknowledgment copies or time stamped receipt copies, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of proper financing statements (Form UCC-1) that have been duly executed and name COMPUCOM as the debtor named therein in order to perfect the interests of the Seller and seller and the Administrator Buyer as the secured party and purchaser (and the Trustee, for the benefit of the Purchaser Agents Certificateholders, as assignee of the Buyer) of the Receivables and the Purchasers) contemplated by this Agreement Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Trustee's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in all Receivables and the Sale Agreement.Related Rights in which an ownership interest may be assigned to it hereunder; (e) Evidence satisfactory A search report provided in writing to the Administrator of Trustee, listing all effective financing statements that name COMPUCOM as debtor or assignor and that are filed in the termination or release of Adverse Claims of any Person jurisdictions in any Pool Assetswhich filings were made pursuant to subsection (d) above and in such other jurisdictions that Trustee shall -------------- reasonably request, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release copies of such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.(none of which shall cover any Trust Assets), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Trustee showing no evidence of such liens filed against COMPUCOM; (f) Completed UCC search reports from An opinion of Xxxxxx, Xxxxx & Xxxxxxx, special counsel to COMPUCOM, in the State of Delaware, dated within 10 Business Days prior form reasonably acceptable to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)).Agent; (g) Favorable opinionsA pro forma Purchase Report, addressed to prepared in respect of the Administratorproposed --- ----- initial Purchase, each Purchaserassuming an Initial Cut-Off Date of March 31, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).1999; (h) Satisfactory results The Buyer Note in favor of a reviewCOMPUCOM, field examination and audit (performed duly executed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Buyer; (i) A pro forma Information Package representing certificate from an officer of COMPUCOM to the performance of the Receivables Pool for effect that Servicer and COMPUCOM have placed on the most recent Fiscal Month before closingrecent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CSI FUNDING, INC. PURSUANT TO A RECEIVABLES CONTRIBUTION SALE AGREEMENT, DATED AS OF May 7, 1999, AS AMENDED FROM TIME TO TIME, BETWEEN COMPUCOM SYSTEMS, INC. AND CSI FUNDING, INC.; AND AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED TO NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO A POOLING AND SERVICING AGREEMENT, DATED AS OF May 7, 1999, AMONG COMPUCOM SYSTEMS, INC., CSI FUNDING, INC., AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE; and (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables agreements, instruments, UCC financing statements, certificates, opinions and other documents as the Administrator Buyer, the Trustee or any Purchaser the Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s ultimate assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Buyer and each Purchaser the Administrative Agent (as the following:Buyer’s ultimate assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of the Sub-Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of Sub-Originator; (b) good standing certificates, certificates for the Sub-Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s ultimate assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of the Sub-Originator’s organization or formation and each other jurisdiction where the Sub-Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of the Sub-Originator, certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s ultimate assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s ultimate assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation or other information organizational document of the Sub-Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of the Sub-Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of the Sub-Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary, an Assistant Secretary of the Sub-Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name the Sub-Originator as the debtor/seller, the Buyer as the buyer/first assignor, the SPV as the buyer/second assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/ultimate assignee) of the Receivables generated by the Sub-Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s ultimate assignee) listing all effective financing statements that name the Sub-Originator as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s ultimate assignee) showing no evidence of such liens filed against the Sub-Originator; (mg) Such favorable opinions of counsel to the Sub-Originator, in form and substance reasonably satisfactory to the Buyer and the Administrative Agent; and (h) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s ultimate assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date or another recent date acceptable to the Administrator and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator: (a) This Agreement, duly executed by each of the parties hereto; (b) The Sale Agreement, duly executed by KBK and Seller, together with (i) the closing documents required to be delivered thereunder, and (ii) evidence reasonably satisfactory to the Administrator that Seller shall have received from KBK capital contributions in an aggregate amount of not less than $5,000,000 in exchange for common stock of Seller; (c) A counterpart certificate of the Secretary or Assistant Secretary of Seller certifying (i) the names and the signatures of the incumbent officers of Seller authorized to sign this Agreement and the other Transaction Documents to be dated delivered by it (on which certificate the Administrator and Purchaser may conclusively rely until such time as the Administrator shall receive a revised certificate meeting the requirements of this subsection (c)), (ii) that the copy of the articles or certificate of incorporation of Seller attached thereto and duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Administrator is a complete and correct copy thereof and that the same has not been amended, modified or supplemented and is in full force and effect as of the Closing Datedate thereof, each duly executed by (iii) that the parties thereto. copy of the by-laws of Seller attached thereto is a complete and correct copy thereof and that such by-laws have not been amended, modified or supplemented and are in full force and effect as of the date thereof, and (biv) Copies of: (i) the resolutions of Seller's board of directors approving and authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer Seller of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action , and governmental approvalsthat such resolutions have not been amended, if any, with respect to this Agreement modified or rescinded and the other Transaction Documents; are in full force and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary effect as of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.date thereof; (d) Financing statements, in form and substance suitable Copies of good standing certificates for filing, each to be sent for filing Seller issued by the Administrator on or before Secretary of State of Delaware and by the Closing Date appropriate official of each other jurisdiction where such qualification is required under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement.SECTION 6.01(B); (e) Evidence satisfactory Acknowledgment copies (or other evidence of filing reasonably acceptable to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection(i) proper financing statements (Form UCC-1), operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence filed on or prior to the date of the initial Purchase in the State of Texas and in such other jurisdictions as the Administrator may reasonably request, substantially in the form of EXHIBIT 5.01(E) or in such other form as the Administrator may reasonably request (with such changes, if any, as the Administrator may find acceptable in its discretion), naming Seller as the debtor and seller of an undivided percentage interest in the Pool Receivables and Related Assets and Purchaser as the secured party and purchaser; and (ii) such other similar instruments or documents, if any, as may be necessary or, in the opinion of the Administrator, desirable under this Agreement.the UCC or any comparable law of all appropriate jurisdictions to perfect Purchaser's undivided percentage interest in the Pool Receivables and Related Assets; (f) Search reports provided in writing to the Administrator by Vxxxxx & Exxxxx L.L.P., (i) listing all effective financing statements or other, similar instruments or documents that name Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to SUBSECTION (E) above and in such other jurisdictions as the Administrator shall reasonably request, together with copies of such financing statements (none of which, other than (1) any of the financing statements or other instruments or documents described in CLAUSE (E) above, and (2) any financing statements which shall have been terminated (and of which the Administrator shall have received satisfactory evidence of termination), shall cover any Receivables or Related Assets), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in CLAUSE (I) above in the jurisdictions described therein and showing no such Liens; (g) Duly executed copies of (i) Lock-Box Agreements with each of the Lock-Box Banks, covering the Lock-Box Accounts described in SECTION 7.01(I), (ii) post-office box assignments for each post-office box into which Collections on the Pool Receivables may be deposited and (iii) the Collection Account Agreement with the Collection Account Bank; (h) A favorable opinion of Vxxxxx & Exxxxx L.L.P., special counsel to KBK and Seller, in substantially the form of EXHIBIT 5.01(H)-1 and a favorable opinion of general counsel to KBK and Seller, in substantially the form of EXHIBIT 5.01(H)-2; (i) A pro forma Information Package representing Such powers of attorney, substantially in the performance form of EXHIBIT 5.01(I) (or in such other form as the Receivables Administrator may reasonably request), as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool for the most recent Fiscal Month before closing.Receivables; (j) Evidence A PRO FORMA Information Package, prepared in respect of payment the proposed initial Purchase, as of the initial Cut-Off Date of April 11, 1997; (k) Written approval by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 Credit Bank of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation.transactions contemplated hereby; (l) Letters from each of Standard & Poor's Ratings Services and Mxxxx'x Investors Service, Inc. confirming that the existing ratings of the Commercial Paper Notes will remain in effect after giving effect to the transactions contemplated hereby; (m) A computer file containing all account information related to the Receivables; and (n) Such other information with respect to the Receivables agreements, instruments, certificates, opinions and other documents as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Company and the Administrator (as the Company’s assignee) and each Purchaser Agent shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Company and the Administrator (as the Company’s assignee) and each Purchaser Agent the followingAgent: (a) A counterpart copy of this Agreement and the other resolutions of the board of directors or managers of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the applicable party and, in Company and the case Administrator (as the Company’s assignee) by the Secretary of good standing certificates, certificates State of qualification, certificates the jurisdiction of formation or similar documents, the applicable secretary of state.such Originator’s organization and each jurisdiction where such Originator is qualified to transact business; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which it is a party. Until certificate the Servicer, the Company and the Administrator (as the Company’s assignee) and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or may conclusively rely until such time as the Servicer, the Company and the Administrator (as the case Company’s assignee) and each Purchaser Agent shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Proper financing statements to be filed on or promptly after the Closing Date or time-stamped receipt copies of proper financing statements filed prior to the Closing Date, as applicable, name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated or acquired by such Originator as may bebe necessary or, in the Company’s or the Administrator’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been assigned to it hereunder; (f) A written search report from a Person satisfactory to the Company and the Administrator (as the Company’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements, and tax and judgment lien search reports from a Person satisfactory to the Company showing no evidence of such liens filed against any Originator; (g) Proper financing statements to be filed on or promptly after the Closing Date or time-stamped receipt copies of proper financing statements filed prior to the Closing Date, as applicable, necessary to release all security interests and other rights of any Person in the Receivables or Related Rights previously granted by any Originator. (h) A favorable opinion of counsel to the Originators, in form and substance satisfactory to the Company, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing Company Note in favor of each Originator, duly executed by the performance of the Receivables Pool for the most recent Fiscal Month before closing.Company; and (j) Evidence (i) of payment the execution and delivery by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Sellerparties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, each Originator delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Servicer issued by the Secretary of State Administrator’s (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably requestCompany’s assignee) satisfaction. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form form, substance and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingCompany: (a) a. A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; b. Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the applicable party and, in Secretary of State of the case jurisdiction of good standing certificates, certificates of qualification, certificates of formation or similar documents, such Originator's incorporation and the applicable secretary of state.jurisdiction where such Originator's chief executive office is located; (c) c. A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Originator's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and Servicer (if other than such Originator) may conclusively rely until such time as the Company and the Servicer shall receive from such Originator a revised certificate meeting the requirements of this Agreement subsection (c)); d. The articles of incorporation of each Originator, duly certified by the Secretary of State of the jurisdiction of such Originator's incorporation as of a recent date acceptable to Servicer, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; e. Copies of the proper financing statements (Form UCC-1) that have been duly executed or authorized, as applicable, and name each Originator as the debtor/seller and the Company as the secured party/purchaser (and the Collateral Agent as assignee of the Company) of the Receivables generated by such Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or any Funding Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be assigned to it hereunder; f. A written search report from a Person satisfactory to Servicer and the Funding Agents listing all effective financing statements that name any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Funding Agents showing no evidence of any liens filed against any Originator with respect to the Receivables or Related Rights; g. Favorable opinions of general counsel to each of the Originators, in form and substance satisfactory to the Company and the Funding Agents; h. Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until the Administrator be executed and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator delivered in connection herewith and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dii) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Sellerconditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's satisfaction; and i. A certificate from an officer of each Originator to the effect that Servicer and Originator have placed on the Servicer issued by most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO SEQUA RECEIVABLES CORP. PURSUANT TO AN AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, DATED AS OF APRIL 30, 2004, AMONG SEQUA CORPORATION, THE ORIGINATORS NAMED THEREIN AND SEQUA RECEIVABLES CORP. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO THE BANK OF NOVA SCOTIA, AS COLLATERAL AGENT, PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, DATED AS OF APRIL 30, 2004, AMONG SEQUA CORPORATION, SEQUA RECEIVABLES CORP. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestTHE VARIOUS CP CONDUIT PURCHASERS, COMMITTED PURCHASERS AND FUNDING AGENTS FROM TIME TO TIME PARTY THERETO AND THE BANK OF NOVA SCOTIA, AS COLLATERAL AGENT."

Conditions Precedent to Initial Purchase. The initial Purchase under pursuant to this Agreement is subject to the following conditions precedent that precedent: (a) the Administrator and each Purchaser Agent Administrative Agent, on the Purchaser's behalf, shall have received received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (ai) A counterpart of this The Sale Agreement and the any other Transaction Documents to be dated as of the Closing DateDocument, each duly executed by the parties thereto.; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller Party certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Administrative Agent and the Purchaser may conclusively rely until such time as the Administrative Agent, on the Purchaser's behalf, shall receive from such Seller Party a party. Until revised certificate meeting the Administrator and requirements of this subsection (ii)); (iii) The Articles or Certificate of Incorporation of each Purchaser Agent receives a subsequent incumbency certificate from TargaSeller Party, duly certified by the Seller, an Originator or the ServicerSecretary of State of such Seller Party's state of incorporation, as the case may beof a recent date acceptable to Administrative Agent, the Administrator and each Purchaser Agent shall be entitled to rely on the last Purchaser's behalf, in each case together with a copy of the by-laws of such certificate delivered to it Seller Party, duly certified by the Seller, Secretary or an Assistant Secretary of such Originator or the Servicer, as the case may be.Seller Party; (div) Financing statements, in form A true and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC complete copy of the jurisdiction of organization resolutions of the debtor named therein in order to perfect the interests Board of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy Directors of each OriginatorSeller Party authorizing the execution, historical receivables data delivery and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter.Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (kv) Good Copies of good standing certificates with respect to for each of the SellerSeller Party, each Originator and the Servicer issued by the Secretary Secretaries of State (or similar official) of the state of each incorporation of such Person’s organization or formation.Seller Party and the state where such Seller Party's principal place of business is located; (lvi) Such Acknowledgment copies (or other information with respect evidence of filing reasonably acceptable to the Receivables Administrative Agent, on the Purchaser's behalf) of (A) proper financing statements (Form UCC-1), in such form as the Administrator or any Purchaser Agent Administrative Agent, on the Purchaser's behalf, may reasonably request. (m) Such other approvals, opinions or documents naming each of the Originators as the Administrator or any Purchaser Agent may reasonably request.debtor and the seller of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and the Administrative Agent, as agent for the Secured Parties as assignee, and (B) financing statements (Form UCC-1), in such form as the Administrative Agent, on

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Group Agent shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent the followingGroup Agent: (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Group Agent may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Group Agent shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation, certificate of formation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws, limited liability company agreement or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor secured party (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee of assignor secured party) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s security interest (within the meaning of the UCC, which includes the interest of a buyer of the Receivables) in such Receivables and the Related Rights in which a security interest (including a buyer’s ownership interest) has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold or contributed to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent and each Group Agent; (h) a Subordinated Note in favor of each Originator, duly executed by the Buyer; (i) a certificate from an officer of each Originator to the effect that the Servicer or such Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, data processing report that it generates for outside third-parties and is of the type that a proposed purchaser or lender would use to evaluate the Receivables, the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD OR CONTRIBUTED PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 21, 2018, AS AMENDED, BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE I THERETO, AS ORIGINATORS, INTEGRA LIFESCIENCES SALES LLC, AS SERVICER AND INTEGRA RECEIVABLES LLC, AS BUYER; AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF DECEMBER 21, 2018, AS AMENDED, AMONG INTEGRA RECEIVABLES LLC, AS BORROWER, INTEGRA LIFESCIENCES SALES LLC, AS SERVICER, THE VARIOUS LENDERS AND GROUP AGENTS FROM TIME TO TIME PARTY THERETO, PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND PNC CAPITAL MARKETS LLC, AS STRUCTURING AGENT”; and (j) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form form, substance and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingCompany: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in Originator; -9- (b) A Certificate of Existence for the case Originator issued as of good standing certificates, certificates a recent date by the Indiana Secretary of qualification, certificates of formation or similar documents, the applicable secretary of state.State; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on the Originator's behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is a party. Until certificate the Administrator Company and each Purchaser Agent receives a subsequent incumbency certificate from Targa, Servicer (if other than the Seller, an Originator or the Servicer, Originator) may conclusively rely until such time as the case may be, Company and the Administrator and each Purchaser Agent Servicer shall be entitled to rely on receive from the last such Originator a revised certificate delivered to it by meeting the Seller, such Originator or the Servicer, as the case may be.requirements of this subsection (c)); (d) Financing statementsThe articles of incorporation of the Originator together with a copy of the by-laws of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the assignor and the Company as the assignee (and Purchaser as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in form and substance suitable for filingServicer's or the Agent's opinion, each to be sent for filing by the Administrator on or before the Closing Date desirable under the UCC of the jurisdiction all appropriate jurisdictions or any comparable law of organization of the debtor named therein in order all appropriate jurisdictions to perfect the interests of the Seller Company's ownership interest in all Receivables and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction Related Rights in which the related initial financing statements were filed.an ownership interest may be transferred to it hereunder; (f) Completed UCC A written search report from a Person satisfactory to Servicer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer and the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor Agent showing no Adverse Claims on any Pool Assets (other than those which have been released as described in evidence of such liens filed against the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.;

Conditions Precedent to Initial Purchase. The initial Purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as Certified copies of the Closing Date, resolutions of the Board of Directors of each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, of the Seller, each Originator the Servicer and the Sub-Servicer of approving this Agreement Agreement, the Purchase and Sale Agreement, if applicable, the other Transaction Documents to which it each of them is a party; (ii) evidence party and any other documents contemplated thereby and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement Agreement, the Purchase and Sale Agreement, the other Transaction Documents; Documents and (iii) the organizational any other documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.contemplated thereby; (cb) A certificate of the Secretary or Assistant Secretary of Targa, each of the Seller, the Originators Servicer and the Sub-Servicer certifying the names and true signatures of its the officers who are of the Seller and the Servicer authorized to sign the Purchase and Sale Agreement, if applicable, this Agreement and the other Transaction Documents to which be delivered by it is a party. Until in connection herewith and therewith; (c) Proper financing statements under the Administrator UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and each Purchaser Agent receives a subsequent incumbency certificate from Targasecurity interests contemplated by this Agreement, the SellerPurchase and Sale Agreement and the Purchase and Contribution Agreement; (d) Acknowledgment copies of proper financing statements, an Originator if any, necessary to release all security interests and other rights of any Person in the Pool Receivables, any Contracts related thereto or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it any Related Security related thereto previously granted by the Seller, such Originator HomePride SPV or the Servicer, as the case may be.HomePride; (de) Financing statementsCompleted requests for information, dated on or before the date of such initial Purchase, with respect to each jurisdiction referred to in subsection (c) above that name the Seller, HomePride SPV or HomePride as debtor, together with copies of such other financing statements (none of which shall cover any Pool Receivables, any Contracts related thereto or any Related Security related thereto or any collateral referred to in Section 10.01); (f) Favorable Opinions of Counsel in form and substance satisfactory to the Agent, with respect to, among other things, the due authorization, execution and delivery of, and enforceability of this Agreement and the other Transaction Documents; (g) A favorable Opinion of Counsel, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator Agent, to the effect that (i) the Receivables to be conveyed to HomePride SPV under the Purchase and Contribution Agreement will be conveyed to HomePride SPV in a "true sale" and would not be considered part of HomePride's bankruptcy estate in the event of its insolvency and (ii) HomePride SPV would not be substantially consolidated with HomePride for purposes of the termination or release Federal Bankruptcy Code in such event; (h) A favorable Opinion of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releasesCounsel, in form and substance suitable for filingsatisfactory to the Agent, to terminate or release the effect that the Seller would not be substantially consolidated with Seller's Parent for purposes of the Federal Bankruptcy Code in such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.event; (fi) Completed UCC search reports from the State A favorable Opinion of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity ProviderCounsel, in form and substance reasonably satisfactory to the Administrator Agent with respect to, among other things, there being no material conflicts between the Transaction Documents and each Purchaser the 1999 Indenture or the 2002 Indenture; (j) Favorable Opinions of Counsel, xx xxxx xxx xubstance satisfactory to the Agent, with respect to the creation, perfection and priority of Xxxxxxxxx & Xxxxxxxx LLPownership interests and, in the alternative, security interests in the Transferred Receivables, Related Security and Collections under the Purchase and Sale Agreement (as such terms are defined in the Purchase and Sale Agreement), the Transferred Receivables, Related Security and Collections under the Purchase and Contribution Agreement (as such terms are defined in the Purchase and Sale Agreement) and the Pool Receivables, Related Security and Collections under this Agreement; (k) A favorable Opinion of Counsel from special counsel for Targathe Seller, with respect to the first priority perfected security interest of the Agent in the Collection Account, the Excess Collections Account and the Reserve Account; (l) A favorable Opinion of Counsel, in form and substance satisfactory to the Agent, which shall address (i) certain regulatory and licensing issues related to the (a) ownership of the Receivables and Related Security by HomePride, HomePride SPV and the Seller and (b) the servicing of the Receivables by the Servicer and (ii) the exemption of the Agent, Investors and Banks from federal, state and local licensing requirements with respect to the transactions contemplated by the Transaction Documents; (m) A favorable Opinion of Counsel from special Texas counsel for the Seller satisfactory to the Agent, in form and substance satisfactory to the Agent, with respect to the first priority, perfected, possessory security interest in the Contracts; (n) A copy of the by-laws of the Seller, the Originators Servicer and the Sub-Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment certified by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under Secretary or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each Assistant Secretary of the Seller, each Originator the Servicer or the Sub-Servicer, as applicable; (o) A copy of the certificate or articles of incorporation of the Seller, the Servicer and the Servicer issued Sub-Servicer, certified as of a recent date by the Secretary of State (or similar official) other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller, the Servicer and the Sub-Servicer from such Secretary of State or other official, dated as of a recent date; (p) The Agent (or its counsel) shall have received from each party to the Fee Letter either (i) an original counterpart of the Fee Letter signed on behalf of such Person’s organization party or formation(ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Fee Letter) that such party has signed a counterpart of the Fee Letter; (q) The Agent (or its counsel) shall have received from each party to the Purchase and Sale Agreement either (i) an original counterpart of the Purchase and Sale Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Sale Agreement) that such party has signed a counterpart of the Purchase and Sale Agreement; (r) The Agent (or its counsel) shall have received from each party to the Purchase and Contribution Agreement either (i) an original counterpart of the Purchase and Contribution Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Purchase and Contribution Agreement) that such party has signed a counterpart of the Purchase and Contribution Agreement; (s) The Agent (or its counsel) shall have received from each party to the Custodial Agreement either (i) an original counterpart of the Custodial Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Custodial Agreement) that such party has signed a counterpart of the Custodial Agreement; (t) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Parent Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Parent Guaranty) that the Parent has signed a counterpart of the Parent Guaranty; (u) The Agent (or its counsel) shall have received from the Parent (i) an original counterpart of the Limited Recourse Guaranty signed on behalf of the Parent or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Limited Recourse Guaranty) that the Parent has signed a counterpart of the Limited Recourse Guaranty; (v) The Agent (or its counsel) shall have received from CIT (i) an original counterpart of the CIT Guaranty signed on behalf of CIT or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the CIT Guaranty) that CIT has signed a counterpart of the CIT Guaranty; (w) The Agent (or its counsel) shall have received the Global Servicing Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Global Servicing Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Global Servicing Agreement) that such party has signed a counterpart of the Global Servicing Agreement; (x) The Agent (or its counsel) shall have received the Control Agreement in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart of the Control Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Control Agreement) that such party has signed a counterpart of the Control Agreement; (y) The Agent (or its counsel) shall have received from the Seller (i) an original counterpart of the Funds Transfer Letter signed on behalf of the Seller or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page of the Funds Transfer Letter) that the Seller has signed a counterpart of the Funds Transfer Letter; (z) The Agent (or its counsel) shall have received this Agreement and all other Transaction Documents required to be delivered on the date hereof, in each case, in form and substance satisfactory to the Agent and from each party thereto either (i) an original counterpart thereof signed on behalf of such party or (ii) written evidence satisfactory to the Agent (which may include telecopy transmission of a signed signature page thereof that such party has signed a counterpart thereof. (laa) A Responsible Officer of the Seller shall have certified that all conditions to the obligations of HomePride and the Seller under the Purchase and Sale Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (bb) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and HomePride SPV under the Purchase and Contribution Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (cc) A Responsible Officer of HomePride shall have certified that all conditions to the obligations of HomePride and CIT Group/Sales under the Global Servicing Agreement shall have been satisfied in all respects and a copy of all documents delivered thereunder shall be delivered to the Agent and shall be reasonably satisfactory to the Agent; (dd) A copy of the Credit and Collection Policy, certified by a Responsible Officer of the Seller; (ee) A review of the computer programs, material tapes, data and back-up plans of Sub-Servicer, HomePride, HomePride SPV and the Seller required for the collection of Receivables and the Agent shall be satisfied that the foregoing, including the procedures of Sub-Servicer, HomePride, HomePride SPV and the Seller for the preparation, storage and retrieval thereof, are sufficient upon the termination of the Servicer or the Sub-Servicer to permit (i) the Seller or the Agent to collect the Receivables with or without the participation of HomePride, HomePride SPV or the Sub-Servicer and the Seller or the Servicer and (ii) a third-party servicer to collect the Receivables with or without the participation of HomePride, HomePride SPV, the Servicer, the Sub-Servicer or the Seller; and (ff) Such other information with respect to the Receivables documents, instruments, certificates and opinions as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent the followingLender: (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of each such PersonOriginator’s organization or formation.; (lc) Such a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s behalf to sign this Agreement and the other information Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer, the Administrative Agent and each Lender; (h) a copy of an Intercompany Loan Agreement entered into by each Originator and the Buyer, duly executed by such Originator and the Buyer; and (i) evidence of the execution and delivery by each of the parties thereto of each of the other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestTransaction Documents to be executed and delivered by it in connection herewith.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form form, substance and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingCompany: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the applicable party and, in Secretary of State of the case jurisdiction of good standing certificates, certificates of qualification, certificates of formation or similar documents, such Originator's incorporation and the applicable secretary of state.jurisdiction where such Originator's chief executive office is located; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Originator's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and Servicer (if other than such Originator) may conclusively rely until such time as the Company and the Servicer shall receive from Originator a revised certificate meeting the requirements of this Agreement subsection (c)); (d) The articles of incorporation of each Originator, duly certified by the Secretary of State of the jurisdiction of such Originator's incorporation as of a recent date acceptable to Servicer, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name each Originator as the debtor/seller and the Company as the secured party/purchaser (and Issuer as assignee of the Company) of the Receivables generated by such Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Administrator's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be assigned to it hereunder; (f) A written search report from a Person satisfactory to Servicer and the Administrator listing all effective financing statements that name any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Administrator showing no evidence of any liens filed against any Originator with respect to the Receivables or Related Rights; (g) Favorable opinions of general counsel to the Originators, in form and substance satisfactory to the Company and the Administrator; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until the Administrator be executed and delivered in connection herewith and (ii) that each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory conditions precedent to the Administrator execution, delivery and effectiveness of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior other Transaction Documents has been satisfied to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Company's satisfaction; and (i) A pro forma Information Package representing certificate from an officer of each Originator to the performance of the Receivables Pool for effect that Servicer and Originator have placed on the most recent Fiscal Month before closing. (j) Evidence of payment by recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO BAX FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 15, 2000, AMONG BAX GLOBAL INC. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, THE ORIGINATORS NAMED THEREIN AND BAX FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO LIBERTY STREET FUNDING CORP. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestPURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 15, 2000, AMONG BAX GLOBAL INC., BAX FUNDING CORPORATION, LIBERTY STREET FUNDING CORP., AND THE BANK OF NOVA SCOTIA, AS ADMINISTRATOR."

Conditions Precedent to Initial Purchase. The initial Purchase under this pursuant to the Existing Agreement is was subject to the following conditions precedent that precedent: (a) the Administrator and each Purchaser Agent Agent, on the Purchaser's behalf, shall have received received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAgent: (ai) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing DateThe Sale Agreement, each duly executed by the parties thereto.; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller Party certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Agent and the Purchaser may conclusively rely until such time as the Agent, on the Purchaser's behalf, shall receive from such Seller Party a party. Until revised certificate meeting the Administrator and requirements of this subsection (ii)); (iii) The Articles or Certificate of Incorporation of each Purchaser Agent receives a subsequent incumbency certificate from TargaSeller Party, duly certified by the Seller, an Originator or State Corporation Commission of the ServicerCommonwealth of Virginia, as the case may be, the Administrator and each Purchaser of a recent date acceptable to Agent shall be entitled to rely on the last Purchaser's behalf, in each case together with a copy of the by-laws of such certificate delivered to it Seller Party, duly certified by the SellerSecretary or an Assistant Secretary of such Seller Party; (iv) Copies of good standing certificates for each Seller Party issued by the State Corporation Commission of the Commonwealth of Virginia and the state where such Seller Party's principal place of business is located; (v) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent, on behalf of the Secured Parties,) of (i) proper financing statements (Form UCC-1), in such Originator or the Servicer, form as the case may be. (d) Financing statementsAgent, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC behalf of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool AssetsSecured Parties, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, includingnaming each of the Originators as the debtor and the seller of the Receivables and Related Assets, without limitationthe Seller as the secured party and purchaser thereof and Wachovia, organizational and enforceability matterssolely in its capacity as Agent for the Secured Parties hereunder, certain bankruptcy mattersas assignee, and certain (ii) financing statements (Form UCC-1), in such form as the Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor and the seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Agent, on behalf of the Secured Parties, desirable under the UCC perfection or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and priority matters the Purchaser's, undivided percentage interest in, the Pool Receivables and Related Assets; (based vi) Search reports provided in writing to the Agent, on the search results Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (v) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (v) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (fi) above in the jurisdictions described therein and the officer’s certificate referred to in clause (c) above).showing no such Liens; (hvii) Satisfactory results Evidence that the Seller Notes have been duly executed and delivered by the Seller; (viii) Favorable opinions of Xxxx & Valentine, L.L.P., counsel to the Seller Parties, in substantially the form of Exhibit 5.1(a)(viii); (ix) A favorable opinion of Xxxx & Valentine, L.L.P., counsel to the Seller Parties, as to (x) the existence of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance "true sale" of the Receivables Pool for from the most recent Fiscal Month before closing. (j) Evidence of payment by Originators to the Seller of all accrued and unpaid fees (including those contemplated by under the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.Sale Agreement; and

Conditions Precedent to Initial Purchase. The initial Purchase under pursuant to this Agreement is subject to the following conditions precedent that precedent: (a) the Administrator and each Purchaser Agent Administrative Agent, on the Purchaser's behalf, shall have received received, on or before the date of such initial Purchase, the following, each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (ai) A counterpart of this The Sale Agreement and the any other Transaction Documents to be dated as of the Closing DateDocument, each duly executed by the parties thereto.; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller Party certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrative Agent and the Purchaser may conclusively rely until such time as the Administrative Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this subsection (ii)); (iii) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the Secretary of State of such Seller Party's state of incorporation, as of a recent date acceptable to Administrative Agent, on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party; (iv) A true and complete copy of the resolutions of the Board of Directors of each Seller Party authorizing the execution, delivery and performance of this Receivables Purchase Agreement and the Transaction Documents to which it is a party. Until party and the Administrator transactions contemplated hereby and thereby; (v) Copies of good standing certificates for each Purchaser Agent receives a subsequent incumbency certificate from TargaSeller Party, issued by the SellerSecretaries of State of the state of incorporation of such Seller Party and the state where such Seller Party's principal place of business is located; (vi) Executed, an Originator or the Servicercompleted and proper (i) financing statements (Form UCC-1), in such form as the case may beAdministrative Agent, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the SellerPurchaser's behalf, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, includingnaming each of the Originators as the debtor and seller of the Receivables and Related Rights, without limitationthe Seller as the secured party and purchaser thereof and the Administrative Agent, organizational and enforceability mattersas agent for the Purchaser, certain bankruptcy mattersas assignee, and certain UCC perfection and priority matters (based ii) financing statements (Form UCC-1), in such form as the Administrative Agent, on the search results Purchaser's behalf, may reasonably request, naming the Seller as the debtor and seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, on the Purchaser's behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by each Originator to the Seller of, and the Purchaser's undivided percentage interest in, the Pool Receivables and Related Assets; (vii) Search reports provided in writing to the Administrative Agent, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings are proposed to be made pursuant to subsection (vi) above and in such other jurisdictions that the Administrative Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (vi) above) shall cover any Receivables or Related Assets, and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (fi) above in the jurisdictions described therein and the officer’s certificate referred to in clause (c) above).showing no such Liens; (hviii) Satisfactory results Evidence that the Initial Seller Notes have been duly executed and delivered by the Seller; (ix) A favorable opinion of Davix Xxxx & Xardxxxx, xxecial counsel to the Seller Parties, as to: (A) the existence of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance "true sale" of the Receivables Pool from the Originators to the Seller under the Sale Agreement; and (B) the inapplicability of the doctrine of substantive consolidation to the Seller in connection with any bankruptcy proceeding involving any of the Originators; (x) Favorable opinions of local counsel to the Seller Parties as to the creation of a first priority perfected security interest in favor of the Administrative Agent, as agent for the most recent Fiscal Month before closing.Purchaser, in (1) all Pool Receivables and Related Rights (and including specifically any undivided interest therein retained by Seller hereunder), the Sale Agreement and other Transaction Documents and (2) all proceeds of any of the foregoing; (jxi) Evidence Favorable opinions of payment by Davix Xxxx & Xardxxxx, xxecial counsel to the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter)Parties, costs and expenses internal counsel to the extent invoiced Seller Parties, or local counsel to the Seller Parties as to; (A) due authorization, execution, delivery, enforceability and due other corporate matters of the Seller Parties and payable on the Closing Date, including Originators as to the Transaction Documents; (B) the creation under New York law of (1) a security interest in favor of the Seller in (x) all Receivables and Related Rights and (y) all proceeds of any such costs, fees and expenses arising under or referenced in Section 6.4 of this the foregoing pursuant to the Sale Agreement and (2) a security interest in favor of the Fee Letter.Administrative Agent, as agent for the Purchaser, in (1) all Pool Receivables and Related Assets, the Sale Agreement and other Transaction Documents and (2) all proceeds of any of the foregoing, pursuant to this Agreement; and (kC) Good standing certificates with respect to each such other matters as the Administrative Agent, acting on behalf of the SellerPurchaser, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (mxii) Such A pro forma Settlement Report, prepared as of the Cut-Off Date of May 31, 2000; (xiii) A report in form and substance satisfactory to the Administrative Agent, on the Purchaser's behalf, from the Initial Due Diligence Auditor as to a pre-closing due diligence audit by the Initial Due Diligence Auditor; (xiv) The Liquidity Agreement, in form and substance satisfactory to the Administrative Agent, on the Purchaser's behalf, duly executed by the Purchaser, the Liquidity Agent and each Liquidity Bank; (xv) Lockbox Agreements with respect to each Lockbox Account and the Blocked Account Agreement; (xvi) With respect to MascoTech, a consolidated balance sheet, income statement and statement of shareholders' equity as at December 31, 1999; and (xvii) such other approvalsagreements, instruments, certificates, opinions or and other documents as the Administrator or any Purchaser Administrative Agent may reasonably request; and (b) MascoTech shall have paid (i) the Structuring Fee and (ii) all Transaction Fees.

Conditions Precedent to Initial Purchase. The initial Purchase under purchase of an undivided interest pursuant to this Agreement is subject to the conditions precedent that the Administrator Administrative - 13 - Mattel, Inc. First Amended and each Purchaser Restated Receivables Purchase Agreement Agent shall have received on or before the date of such Purchaserelated Purchase Date the following, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (a) A a counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each Purchase and Sale Agreement duly executed by the parties thereto.Seller Parties and the Sellers, as the case may be; (b) Copies of: favorable opinions of (x) the General Counsel or an Assistant General Counsel of Mattel, relating to the Seller Parties and (y) Xxxxxx & Xxxxxxx, special counsel to the Seller Parties, substantially in the form attached hereto as Exhibit B; ---------- (c) a certificate of the Assistant Secretary of each Seller Party certifying in each case (i) the names and signatures of its applicable officers that shall execute and deliver the Transaction Documents (on which certificate the Administrative Agent may conclusively rely until such time as the Administrative Agent shall receive a revised certificate meeting the requirements of this clause), (ii) that attached thereto is a true and correct copy of the certificate or articles of incorporation, certified by the secretary of state of the state of its incorporation or formation as of a recent date, and the by-laws of such Seller Party, in each case as in effect on the date of such certification, (iii) that attached thereto are true and complete copies of excerpts of resolutions authorizing adopted by the Board of Directors of such Seller Party, approving the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the all other Transaction Documents to which it such Seller Party is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iiiiv) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of that attached thereto are good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information Delaware with respect to Mattel and Mattel Factoring; (d) good standing certificates dated as of a recent date for each Seller Party from the Receivables Secretary of State of the States of Delaware and California; (e) an assignment of the Transferor's rights, title and interest in, to and under the obligations of the Transferor as "Buyer" under Section 9 of --------- the Purchase and Sale Agreement; (f) each other item to be delivered pursuant to Section 3.01 of the Purchase and Sale Agreement; (g) evidence that all conditions to the effectiveness of the Mattel Credit Agreement have been, or concurrently herewith are being, satisfied or waived thereunder; and (h) UCC-1 financing statements (a) signed by Mattel Sales as debtor and the Transferor as the Administrator or any Purchaser Agent may reasonably request. secured party in form for filing with the Secretary of State of the State of California, (mb) Such other approvals, opinions or documents signed by Xxxxxx-Xxxxx as debtor and the Transferor as the Administrator or any Purchaser secured party in form for filing with the Secretary of State of the State of New York, and (c) signed by the Transferor as debtor and the Administrative Agent may reasonably requestas secured party in form for filing with the Secretary of State of Delaware.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase and contribution hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form form, substance and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Company and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Seller approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of each Seller; (b) Good standing certificate for each Seller issued within thirty (30) days prior to the applicable party and, in Closing Date by the case Secretary of good standing certificates, certificates State of qualification, certificates its respective state of formation incorporation or similar documents, the applicable secretary of state.formation; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller certifying the names and true signatures of its the officers who are authorized on each Seller's behalf to sign this Agreement and the other Transaction Documents to be delivered by it on which it is a party. Until certificate the Administrator Company and each Purchaser Agent receives a subsequent incumbency certificate from Targa, Servicers (if other than the Seller, an Originator or the Servicer, Sellers) may conclusively rely until such time as the case may be, Company and the Administrator and Servicers shall receive from each Purchaser Agent shall be entitled to rely on Seller a revised certificate meeting the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.requirements of this subsection (c); (d) Financing statementsThe articles of incorporation or certificate of formation of each Seller, in form and substance suitable for filing, each to be sent for filing duly certified by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator appropriate Secretary within thirty (for the benefit of the Purchaser Agents and the Purchasers30) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days days prior to the Closing Date, together with a copy of the by-laws of each Seller, as applicable, duly certified by the Secretary or an Assistant Secretary of such Seller; (e) Copies of the proper financing statements (Form UCC-1 or Form UCC-3) that have been duly executed and name each Seller as the assignor and the Company as the assignee (and the Administrative Agent as agent for the Secured Parties as assignee of the Company) of the Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Administrative Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which the ownership interest may be assigned to it hereunder; (f) A written search report from a Person satisfactory to Servicers and the Administrative Agent with results as of a date within thirty (30) days prior to the Closing Date listing all effective financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the relevant Seller as debtor showing no Adverse Claims on any Pool Assets or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (other than e) , together with copies of such financing statements (none of which, except for those which have been released as described in the preceding clause foregoing subsection (e)).) shall cover any Receivable or any Related Right related to any Receivable) which is to be sold to the Company hereunder, and tax and judgment lien search reports from a Person satisfactory to Servicers and the Administrative Agent showing no evidence of such liens filed against the relevant Seller; (g) Favorable opinions, addressed Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the Administratorexecution, each Purchaser, each Purchaser Agent delivery and each Liquidity Provider, in form and substance reasonably satisfactory effectiveness of such other Transaction Documents has been satisfied to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Company's satisfaction; (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy The Subordinated Notes in favor of each Originator, historical receivables data and accounts, including satisfactory results of a review of Seller duly executed by the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Company; and (i) A pro forma Information Package representing the performance certificate from an officer of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the SellerSellers to the effect that Servicers and each Seller have placed on the most recent, each Originator and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO GGRC CORP. PURSUANT TO AN RECEIVABLES SALE AGREEMENT, DATED AS OF NOVEMBER 15, 2002, AS AMENDED FROM TIME TO TIME, AMONG GEORGIA GULF CORPORATION, GEORGIA GULF CHEMICALS AND VINYLS, LLC AND GGRC CORP. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request; AND AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED TO WACHOVIA BANK, NATIONAL ASSOCIATION AS AGENT ON BEHALF OF CERTAIN SECURED PARTIES, PURSUANT TO AN RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 15, 2002, AMONG GGRC CORP. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestGEORGIA GULF CORPORATION, GEORGIA GULF CHEMICALS & VINYLS, LLC, BLUE RIDGE ASSET FUNDING CORPORATION AND WACHOVIA BANK, NATIONAL ASSOCATION, AS THE ADMINISTRATIVE AGENT.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Buyer shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingBuyer: (a) A counterpart copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the applicable party and, in Buyer by the case Secretary of good standing certificates, certificates of qualification, certificates of formation State (or similar documents, official) of the applicable secretary jurisdiction of state.such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may beBuyer, the Administrator Borrower and each Purchaser the Administrative Agent shall be entitled to may conclusively rely on the last until such certificate delivered to it by the Seller, such Originator or time as the Servicer, as the case may be.Buyer, the Borrower and the Administrative Agent shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on The certificate or before the Closing Date under the UCC articles of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination incorporation or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements formation or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy document of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees Originator (including those contemplated by the Fee Letter), costs all amendments and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (kmodifications thereto) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued duly certified by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws or limited liability company agreement of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Originals of the proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Secured Parties, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been assigned to it hereunder; (f) A written search report from a Person satisfactory to the Buyer listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may be on or prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax, ERISA and judgment lien search reports from a Person satisfactory to the Buyer showing no evidence of such liens filed against any Originator; (g) Favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer; (h) A Demand Note in favor of each such Person’s organization or formation.Originator, duly executed by the Buyer; and (li) Such Evidence (i) of the execution and delivery by each of the parties thereto of each of the other information with respect Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the Receivables as execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Administrator or any Purchaser Agent may reasonably requestBuyer’s satisfaction. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is hereunder was subject to the conditions precedent that the Administrator conditions precedent to the initial "Purchase" under the Ciesco Agreement were satisfied on or prior to the date of such Xxxxhase and each Purchaser that the Agent shall have received on or before the date of such PurchasePurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties theretoThe Original Certificate. (b) Copies of: (i) Certified copies of the resolutions authorizing of the execution, delivery and performance by Targa, Board of Directors of the Seller, each Originator and Seller approving the Servicer of this Original Agreement and the other Transaction Documents to which it is a party; (ii) evidence Original Certificate, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Original Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of stateOriginal Certificate. (c) A certificate of the Secretary or Assistant Secretary or General Counsel of Targa, the Seller, the Originators and the Servicer Seller certifying the names and true signatures of its the officers who are of the Seller authorized to sign this the Original Agreement and the Original Certificate and the other Transaction Documents documents to which be delivered by it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may bethereunder. (d) Financing Acknowledgment copies or stamped receipt copies of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date date of the initial Purchase, under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Agent deemed necessary or desirable in order to perfect the ownership interests of created by the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Original Agreement. (e) Evidence satisfactory Acknowledgment copies or stamped receipt copies of proper financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before Related Security previously granted by the Closing Date in the jurisdiction in which the related initial financing statements were filedSeller. (f) Completed UCC search reports from the State of Delawarerequests for information, dated within 10 Business Days prior to on or before the Closing Datedate of the initial Purchase, listing the financing statements referred to in subsection (d) above and all other effective financing statements filed with in the secretary of state jurisdictions referred to in such jurisdiction, subsection (d) above that name Targa, any Originator or named the Seller as debtor showing no Adverse Claims on debtor, together with copies of such other financing statements (none of which were to cover any Pool Assets (other than those which have been released as described in the preceding clause (e)Receivables, Contracts or Related Security). (g) Favorable opinionsA favorable opinion of Thomas J. Pitner, addressed to the AdministratorEsq., each Purchaser, each Purchaser Agent Vice President and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above)General Counsel xxx xxx Xxxxxx. (h) Satisfactory results A favorable opinion of a reviewKaye, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collectionScholer, operating and reporting systemsFierman, the Credit and Collection Policy of each OriginatorHays & Handler, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool counsel for the most recent Fiscal Month before closingAgexx. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is right of the Seller to give the first Sale Notice shall be subject to the conditions precedent that Agent having received in form and substance satisfactory to the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingSale Notice is given: (a) A counterpart of this Agreement and the other Transaction Documents (VERIFICATION CERTIFICATE) a certificate in relation to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit Servicer given by a director of the Purchaser Agents Seller and the Purchasers) contemplated by this Agreement Servicer respectively substantially in the form of Annexure B with the attachments referred to and dated at or about the date such Sale Agreement.Notice is given; (eb) Evidence satisfactory to (DOCUMENTS) duly executed counterparts of: (i) this agreement; (ii) the Administrator of the termination or release of Adverse Claims of any Person in any Pool AssetsOriginator Guarantee; (iii) both Liquidity Facility Agreements; and Receivables Purchase Agreement (iv) each Collection Account Letter, together with UCC termination statements or partial releases, in form and substance suitable a cheque for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.all relevant stamp duty; (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (hCREDIT AND COLLECTION POLICY) Satisfactory results a copy of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy initialled by the Seller and the Agent; (d) (COMPANY'S LAWYERS' OPINIONS) an opinion of each Originator, historical receivables data Australian and accounts, including satisfactory results of a New Zealand legal advisers to the Company and the Agent; (e) (ACCOUNTANT'S CERTIFICATE) an opinion from an auditor that its review of the Servicer’s operating location(s) and satisfactory review and approval systems of the Eligible Receivables in existence on Seller and the date reporting of the initial Purchase under this Agreement.Receivables is consistent with the Seller's records; (f) (DEED OF RELEASE) evidence satisfactory to the Agent that every Chargee releases any claim it may have to any Receivables originated by the Seller and each Approved Originator or Collections derived from such Receivables, except in relation to the Seller's Interest, a Permitted Security Interest or a Supplier's Security Interest; (g) (POWER OF ATTORNEY) each Approved Originator has provided to the Agent a power of attorney in a form consistent with clause 12; (h) (SALE TO SELLER) evidence that the relevant Approved Originators have equitably assigned to the Seller the Purchased Receivables originated by them by way of Approved Originator Sale Notices; (i) A pro forma Information Package representing (REGISTRATION OF THE COMPANY'S INTEREST OF NZ RECEIVABLES) evidence that the performance relevant financing statements have been registered in accordance with the provisions of clause 2.5 by the Receivables Pool for the most recent Fiscal Month before closing.Company's NZ legal advisers; and (j) Evidence of payment by (DIRECTOR'S CERTIFICATE) a director's certificate from each NZ Approved Originator substantially in the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced form set out in Section 6.4 of this Agreement and the Fee Letter.Annexure E. (k) Good standing certificates with respect to each (ENDORSEMENT FROM TRADE CREDIT INSURER) a banker's endorsement from the provider of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) Insurance Policies in favour of the state of each such Person’s organization or formation. (l) Such other information with respect Company that the Company is an insured as described pursuant to the Receivables as the Administrator or any Purchaser Agent may reasonably requestInsurance Policies. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that Servicer (on the Administrator and each Purchaser Agent Company's behalf) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to Servicer (acting on the Administrator and each Purchaser Agent the following:Company's behalf): (a) An Originator Assignment Certificate in the form of Exhibit C from each Originator, duly completed, executed and delivered by the Originator; (b) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.Originator; (c) Good standing certificates for the Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of the Originator's organization and the jurisdiction where the Originator's chief executive office is located; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on such Person's behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is a party. Until certificate Servicer and the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, Company may conclusively rely until such time as the case may beServicer shall receive from such Person a revised certificate meeting the requirements of this subsection (d)); (e) The certificate of incorporation, certificate of formation or limited liability company agreement or other organizational document of the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Originator, duly certified by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC Secretary of State of the jurisdiction of the Originator's organization as of a recent date acceptable to the Servicer, each duly certified by the Secretary or an Assistant Secretary of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.Originator; (f) Completed UCC search reports from Originals of the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all proper financing statements filed with the secretary of state in such jurisdiction, (Form UCC-1) that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released duly authorized and are suitable for filing and name the Originator as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators debtor/seller and the Servicer covering such matters Company as the Administrator or any Purchaser Agent secured party/purchaser (and the Issuer, as assignee of the Company) of the Receivables generated by the Originator as may reasonably requestbe necessary under the UCC to perfect the Company's ownership interest in all Receivables and such other Related Rights, (including, without limitation, organizational Related Security) in which an ownership or security interest may be assigned to it hereunder; (g) A written search report from a Person satisfactory to the Servicer listing all effective financing statements that name the Originator as debtor or seller and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on that are filed in the search results referred jurisdictions in which filings were made pursuant to in clause the foregoing subsection (f) above or under the UCC as in effect prior to July 1, 2001, together with copies of such financing statements (none of which, except for those (i) described in the foregoing subsection (f) or (ii) as to which proper financing statements (Form UCC-3), duly executed and suitable for filing under the officer’s certificate referred UCC of all jurisdictions that the Administrator may deem necessary or desirable to release all security interests and other rights of any Person in clause (c) abovethe Receivables, Contracts or Related Security previously granted by the Originator have been received by the Administrator, shall cover any Receivable or any Related Rights which are to be sold to the Company hereunder)., and tax and judgment lien search reports from a Person satisfactory to the Servicer showing no evidence of such liens filed against the Originator; (h) Satisfactory results A favorable opinion of a reviewGibson, field examination Dunn & Crutcher LLP, counsel to the Originator in form xxx xxbsxxxxe sxxxxxxxxory to the Servicer and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing the performance Company Note in favor of the Receivables Pool for Originator, duly executed by the most recent Fiscal Month before closing.Company; and (j) Evidence A certificate from an officer of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses Originator to the extent invoiced effect that the Servicer and due and payable the Originator have placed on the Closing Datemost recent, including any such costsand have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each data processing report that it generates which are of the Sellertype that a proposed purchaser or lender would use to evaluate the Receivables, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN TRANSFERRED BY WAY OF SALE OR CONTRIBUTION BY CHURCH & DWIGHT CO. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, INC. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestTO HARRISON STREET FUNDING, LLC PURSUANT TO A XXXXXASE AND SALE AGXXXXXXX, DATED AS OF JANUARY 16, 2003, AS AMENDED, BETWEEN THE ORIGINATOR AND HARRISON STREET FUNDING, LLC; AND A SECURITY INTEREST IN THE REXXXXXXXXS DESCRIBED HEREIN HAS BEEN GRANTED TO MARKET STREET FUNDING CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JANUARY 16, 2003, AS AMENDED, AMONG CHURCH & DWIGHT CO., INC., AS THE SERVICER, HARRISON STREET FUNDING, LLC, XXXXET STREET FUNDING CORPORATION AND PNC BANK, NATIONAL ASSOCIATION."

Conditions Precedent to Initial Purchase. The initial Purchase under pursuant to this Agreement is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Administrative Agent, on the Purchaser's behalf, shall have received received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart of this The Purchase Agreement and the all other Transaction Documents to be dated as of the Closing DateDocuments, each duly executed by the parties thereto.; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller Party certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrative Agent and the Purchaser may conclusively rely until such time as the Administrative Agent, on the Purchaser's behalf, shall receive from such Seller Party a revised certificate meeting the requirements of this SUBSECTION (b)); (c) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the Secretary of State of such Seller Party's state of incorporation, as of a recent date acceptable to Administrative Agent, on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party; (d) A true and complete copy of the resolutions of the Board of Directors of each Seller Party authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party. Until party and the Administrator transactions contemplated hereby and thereby; (e) Copies of good standing certificates for each Seller Party, issued by the Secretaries of State of the state of incorporation of such Seller Party and the state where such Seller Party's principal place of business is located; (f) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Administrative Agent, on the Purchaser's behalf,) of (i) proper financing statements (Form UCC-1), in such form as the Administrative Agent, on the Purchaser's behalf, may reasonably request, naming Georgia Gulf and GGCV as the debtors and the sellers of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and the Purchaser as assignee, and (ii) financing statements (Form UCC-1), in such form as the Administrative Agent, on the Purchaser's behalf, may reasonably request, naming the Seller as the debtor and seller of an undivided percentage interest in the Pool Receivables and Related Assets and the Purchaser as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, on the Purchaser's behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by Georgia Gulf and GGCV to the Seller of, and the Purchaser's undivided percentage interest in, the Pool Receivables and Related Assets; (g) Search reports provided in writing to the Administrative Agent, on the Purchaser's behalf, (i) listing all effective financing statements that name any Seller Party as debtor and that are filed in the jurisdictions in which filings were made pursuant to SUBSECTION (f) above and in such other jurisdictions that the Administrative Agent receives shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in SUBSECTION (f) above) shall cover any Receivables or Related Assets) and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (h) The Subordinated Notes, duly executed by Seller; (i) A favorable opinion of Xxxxx, Day, Xxxxxx & Xxxxx, counsel to the Seller Parties, as to: (i) the existence of a subsequent incumbency certificate "true sale" of the Receivables from Targa, the Originators to the Seller under the Purchase Agreement; (ii) the inapplicability of the doctrine of substantive consolidation to the Seller, an Originator or Georgia Gulf and GGCV in connection with any bankruptcy proceeding involving any Seller Party; (iii) the Servicercreation of a first priority perfected security interest in favor of the Purchaser in (A) all the Pool Receivables and Related Assets (and including specifically any undivided interest therein retained by the Seller hereunder), (B) the rights of the Seller in, to and under the Purchase Agreement and the other Transaction Documents and (C) all proceeds of any of the foregoing; (iv) due authorization, execution, delivery, enforceability and other corporate matters of the Seller Parties as to the Transaction Documents; and (v) such other matters as the case Administrative Agent, acting on behalf of the Purchaser, may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may bereasonably request. (dj) Financing statementsA PRO FORMA Information Package, prepared as of the Cut-Off Date of April 30, 2000; (k) A report in form and substance satisfactory to the Administrative Agent, on the Purchaser's behalf, from the Initial Due Diligence Auditor as to a pre-closing due diligence audit by the Initial Due Diligence Auditor; (l) The Liquidity Agreement, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of Administrative Agent, on the termination or release of Adverse Claims of any Person in any Pool AssetsPurchaser's behalf, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before duly executed by the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser the Liquidity Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Bank; (hm) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with With respect to each Georgia Gulf and GGCV, a consolidated balance sheet, income statement and statement of the Sellercashflows as at March 31, each Originator 2000 and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables Seller, a balance sheet, income statement and statement of cashflows as at March 31, 2000, each of the foregoing together with a certification of the chief financial officer, treasurer or corporate controller in the form attached hereto as Exhibit B; and (n) Such other agreements, instruments, certificates, opinions and other documents as the Administrator or any Purchaser Administrative Agent may reasonably request. (mo) Such other approvals, opinions Georgia Gulf and GGCV shall pay to the Administrative Agent the structuring fee set forth in the Fee Letter on or documents as before the Administrator or any Purchaser Agent may reasonably requestdate this Agreement is executed.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies Certified copies of: (i) the resolutions of the board of directors of each of the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by Targa, the Seller, each such Originator and the Servicer Servicer, as the case may be, of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of all documents evidencing other necessary limited liability company or corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; Documents and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing Acknowledgment copies, or time stamped receipt copies, of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Administrator may deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit on behalf of the Purchaser Agents and the each Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory Acknowledgment copies, or time-stamped receipt copies, of proper financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releases, in form and substance suitable for filing, to terminate Related Security previously granted by the Originators or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filedSeller. (f) Completed UCC search reports from the State of Delawareall applicable jurisdictions, dated within 10 Business Days prior to on or shortly before the Closing Date, listing all the financing statements filed with the secretary of state in such jurisdictionall applicable jurisdictions, that name Targa, any Originator the Originators or the Seller as debtor debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than (i) those which have been released as described in the preceding clause (e)) and (ii) the Judgment Lien solely in respect of Receivables originated by Triumph Composite Systems, Inc.). (g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, Provider in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP, Friday, Xxxxxxxx & Xxxxx, LLP, Miller, Canfield, Paddock and Stone, P.L.C., Xxxxxxx Xxxxxxxx Xxxxxx LLP and in-house counsel to Triumph, counsel for Targa, the Seller, the certain Originators and the Servicer Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, matters and certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above)matters. (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this AgreementClosing Date. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month calendar month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the each Purchaser Group Fee Letter), costs and expenses to the extent invoiced and then due and payable on the Closing Datedate thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee LetterLetters. (k) Good standing certificates with respect to each of the Seller, each Originator the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formationorganization. (l) Such other A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating the Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement. (n) Such other approvals, opinions opinions, agreements, instruments or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Buyer and each Purchaser the Administrative Agent (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary, an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer and the Administrative Agent; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; and (i) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that the Administrator Program Agent and each Purchaser Investor Agent shall have received on or before the date of such Purchasepurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator Program Agent and each Purchaser Agent the followingInvestor Agent: (a) A counterpart Certified copies of this Agreement 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, the Parent and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by TargaOriginators approving this Agreement, the Seller, each Originator and the Servicer of this Purchase Agreement and the any other Transaction Documents to which it is a party; (ii) evidence party and certified copies of all documents evidencing other necessary corporate corporate, limited liability company or partnership, as the case may be, action and governmental approvals, if any, with respect to this Agreement, the Originator Purchase Agreement and any such Transaction Documents. (b) A certificate of the Secretary or Assistant Secretary of the Seller, the Parent and the other Originators certifying the names and true signatures of the officers of the Seller, the Parent and the other Originators authorized to sign this Agreement, the Originator Purchase Agreement and the other Transaction Documents; documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions necessary to perfect the ownership and security interests contemplated by this Agreement and the Originator Purchase Agreement. (d) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables, Contracts or Related Security previously granted by the Seller or any Originator and (ii) the collateral security referred to in Section 2.11 previously granted by the Seller. (e) Completed requests for information, dated on or before the date of such initial purchase, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above and in any other jurisdictions reasonably requested by the Program Agent that name the Seller or any Originator as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts, Related Security or the collateral security referred to in Section 2.11). (f) Executed copies of Deposit Account Agreements with each Deposit Bank. Table of Contents (g) Favorable opinions of (i) Cravath, Swaine & Xxxxx LLP, counsel for the Seller, the Parent and the other Originators, substantially in the form of Annex C-1 hereto, (ii) Xxxxxxxx, Xxxxxx & Finger, P.A., counsel for the Seller, substantially in the form of Xxxxx X-0X, X-0X, X-0X or C-2D, as applicable, hereto, (iii) the General Counsel of the Parent, substantially in the form of Annex C-3 hereto, (iv) Xxxxxxx Xxxxxx Xxxxxx & Dodge LLP, substantially in the form of Annex C-4 hereto, (v) Hunton & Xxxxxxxx LLP, substantially in the form of Annex C-5 hereto, (vi) Xxxxxxxx, Loop & Xxxxxxxx, LLP, substantially in the form of Annex C-6 hereto, and (v) Blake, Xxxxxxx & Xxxxxxx LLP, substantially in the form of Annex C-7 hereto. (h) The Fee Agreements. (i) The Funds Transfer Letter. (j) An executed copy of the Originator Purchase Agreement. (k) A copy of the limited liability company agreement, the by-laws or other organizational documents of Targa, the Seller, each Originator the Parent and the Servicer, in each caseother Originators, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the Parent or such other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the ServicerOriginators, as the case may be. (dl) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC A copy of the jurisdiction certificate of organization formation or articles of the debtor named therein in order to perfect the interests incorporation of the Seller and the Administrator (for the benefit each of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators Parent and the Servicer covering such matters other Originators certified as of a recent date by the Administrator Secretary of State or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy mattersother appropriate official of the state of its organization, and certain UCC perfection and priority matters (based on a certificate as to the search results referred to in clause (f) above good standing of each of the Seller, the Parent and the officer’s certificate referred to in clause (c) above)other Originators from such Secretary of State or other official, dated as of a recent date. (hm) Satisfactory results of a review, field examination and audit (performed by representatives An opening pro forma balance sheet of the Administrator) Seller as at the end of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on calendar month preceding the date of the initial Purchase purchase under this Agreement, and giving effect to the initial purchase to be made under this Agreement (the “Pro Forma Balance Sheet”). (in) A pro forma Information Package representing the performance An executed copy of the Receivables Pool for the most recent Fiscal Month before closingUndertaking. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase under the Original Purchase under this and Sale Agreement is was subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseOriginal Closing Date, the following, each (unless otherwise indicated) dated the Original Closing Date, and each in form form, substance and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingCompany: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in Originator; (b) A Certificate of Existence for the case Originator issued as of good standing certificates, certificates a recent date by the Indiana Secretary of qualification, certificates of formation or similar documents, the applicable secretary of state.State; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on the Originator's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and the Servicer (if other than the Originator) may conclusively rely until such time as the Company and the Servicer shall receive from the Originator a revised certificate meeting the requirements of this SUBSECTION (c)); (d) The articles of incorporation of the Originator together with a copy of the by-laws of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the assignor and the Company as the assignee (and Purchaser as assignee of the Company) of the Receivables generated by the Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which an ownership interest may be transferred to it hereunder; (f) A written search report from a Person satisfactory to Servicer and the Agent listing all effective financing statements that name the Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing SUBSECTION (e), together with copies of such financing statements (none of which, except for those described in the foregoing SUBSECTION (e), shall cover any Receivable or any Related Right), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Agent showing no evidence of such liens filed against the Originator; (g) Favorable opinions of Xxxxxx X. Xxxx, Esq., general counsel to the Originator and Ice Xxxxxx Xxxxxxx and Xxxx, special counsel to the Originator, concerning enforceability of this Agreement and certain other matters, and Ice Xxxxxx Xxxxxxx and Xxxx, concerning certain bankruptcy matters, and such other opinions as the Company may reasonably request; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until the Administrator be executed and delivered in connection herewith and (ii) that each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory conditions precedent to the Administrator execution, delivery and effectiveness of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior other Transaction Documents has been satisfied to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Company's satisfaction; and (i) A pro forma Information Package representing the performance certificate from an officer of the Receivables Pool for Originator to the effect that Servicer and the Originator have placed on the most recent Fiscal Month before closing. (j) Evidence of payment by recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AFC FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF DECEMBER 31, 1996, BETWEEN AUTOMOTIVE FINANCE CORPORATION AND AFC FUNDING CORPORATION; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF DECEMBER 31, 1996, AMONG AFC FUNDING CORPORATION, AS SELLER, AUTOMOTIVE FINANCE CORPORATION, AS SERVICER, POOLED ACCOUNTS RECEIVABLE CAPITAL CORPORATION, AS PURCHASER AND XXXXXXX XXXXX SECURITIES INC. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, AS AGENT. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request."

Conditions Precedent to Initial Purchase. The initial ---------------------------------------- Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated (or dated as of) such date and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) This Agreement, duly executed by the Seller and the Servicer; (b) An executed copy of the Receivables Transfer Agreement, substantially in the form of Exhibit 5.01(b), together with the closing --------------- documents required to be delivered thereunder; (c) Good standing certificates issued by the Secretary of State of Nevada (in the case of the Seller) and Secretaries of State of California and Pennsylvania (in the case of the Servicer) and dated as of recent dates acceptable to the Agent; (d) A counterpart certificate of the Secretary or an Assistant Secretary of each of the Seller and the Servicer certifying: (i) a copy of its articles or certificates of incorporation, certified by the Secretary of State or other appropriate official of its state of incorporation as of a recent date acceptable to the Agent; (ii) a copy of its by-laws; (iii) a copy of the resolutions of its Board of Directors, approving this Agreement and the other Transaction Documents to be dated as of delivered by it hereunder or pursuant hereto and the Closing Date, each duly executed by the parties thereto.transactions contemplated hereby and thereby; and (biv) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder or pursuant hereto on which it is a party. Until certificate the Administrator Agent and each the Purchaser may conclusively rely until such time as the Agent receives a subsequent incumbency certificate shall receive from Targa, the Seller, an Originator Seller or the Servicer, as applicable, a revised certificate meeting the case requirements of this subsection (d); (e) Acknowledgment copies of proper Financing Statements (Form UCC-1), substantially in the form attached hereto as Exhibit 5.01(e)(i) and Exhibit ------------------ ------- 5.01(e)(ii) (with such modifications, if any, as may bebe necessary or appropriate ----------- to conform to the law, customary practice or standard forms of a particular jurisdiction), filed on or prior to the date of the initial Purchase, (1) naming the Originator as the debtor and seller of Receivables, the Administrator Seller as secured party and each purchaser and the Purchaser Agent shall be entitled to rely on as assignee, and (2) the last such certificate delivered to it by Seller as the Sellerdebtor and seller of Receivables or an undivided interest therein and the Purchaser as the secured party and purchaser, such Originator or the Servicerother, similar instruments or documents, as the case may be. (d) Financing statementsbe necessary or, in form and substance suitable for filingthe opinion of the Agent, each to be sent for filing by the Administrator on or before the Closing Date desirable under the UCC or any comparable law of the jurisdiction of organization of the debtor named therein in order all appropriate jurisdictions to perfect the Seller's interest in the Pool Receivables and Related Property, Purchaser's Interest and the security interest granted to the Purchaser under Article IX hereof; ---------- (f) A search report or reports provided in writing to the Agent by CT Corporation, as of a recent date (or dates) acceptable to the Agent, listing all effective financing statements that name the Seller or Yuasa as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection ---------- (e) above and in such other jurisdictions as the Agent may reasonably request, --- together with copies of such financing statements (none of which (other than the financing statements described in subsection (e) above) shall cover any Receivables or Contracts or interests therein or Collections or proceeds of any thereof); (g) Duly executed copies of Lock-Box Agreements with each of the Lock-Box Banks, in substantially the form of Exhibit 5.01(g) or in such other -------------- form as the Agent may approve in writing; (h) A favorable opinion of Tucci & Xxxxxxxxxx, counsel to each of the Seller and the Administrator Servicer (for the benefit of the Purchaser Agents as to corporate, UCC and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releasesother matters), in substantially the form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (eExhibit 5.01(h)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; --------------- (i) A pro forma Information Package representing favorable opinion of Tucci & Xxxxxxxxxx, counsel to the performance Seller and the Servicer (as to certain bankruptcy issues), substantially in the form of Exhibit 5.01(i); --------------- (j) Such sublicenses as the Agent shall require with regard to all programs leased by the Seller and the Servicer and used in the servicing of the Receivables Pool; (k) Such powers of attorney as the Agent shall reasonably request to enable the Agent to collect all amounts due under any and all Pool for Receivables, which powers of attorney shall be substantially in the form of Exhibit 5.01(k) or in such other form as --------------- the Agent may reasonably request; (l) A Periodic Report as of the most recent Fiscal Month before closing.Period End Date (in which the Purchaser's Interest and the components thereof shall be calculated after giving effect to the initial Purchase); (jm) Evidence of payment that the Purchaser shall have entered into the Liquidity Funding Agreement and all conditions to the effectiveness thereof shall have been met or duly waived by the Seller of all accrued parties thereto; (n) Written confirmation from the rating agencies then rating the Commercial Paper Notes that the Purchaser's execution and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 delivery of this Agreement and its acquisition of the Fee Letter.Purchaser's Interest hereunder will not cause the ratings of the Commercial Paper Notes to be reduced or withdrawn; (ko) Good standing certificates with respect to each of The Purchaser shall have received the Seller, each Originator Structuring Fee; and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (lp) Such other information with respect to the Receivables agreements, instruments, certificates, opinions and other documents as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator: (a) A counterpart of this the Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies Certified copies of: (i) the resolutions of the Board of Directors of each of the Seller, the Originators and JLG authorizing the execution, delivery and performance by Targa, the Seller, each Originator the Originators and JLG, as the Servicer case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) evidence of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of Targa, the Seller, each Originator incorporation and the Servicer, in each case, certified by the Secretary or Assistant Secretary by-laws of the applicable party and, in the case Seller and of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of stateJLG. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer JLG certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a partyDocuments. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the ServicerJLG, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the ServicerJLG, as the case may be. (d) Financing Acknowledgment copies, or time stamped receipt copies, of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date date of such initial purchase under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Administrator may deem necessary or desirable in order to perfect the interests of the Seller Seller, JLG and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) Issuer contemplated by this the Agreement and the Sale Agreement. (e) Evidence satisfactory Acknowledgment copies, or time-stamped receipt copies, of proper financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releasesRelated Security previously granted by the Originators, in form and substance suitable for filing, to terminate JLG or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filedSeller. (f) Completed UCC search reports from the State of Delawarereports, dated within 10 Business Days prior to on or shortly before the Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in such jurisdiction, all applicable jurisdictions referred to in subsection (e) above that name Targa, any the appropriate Originator or the Seller as debtor debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e))Assets. (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxxxxxx of: (i) Covixxxxx & Xxxxxxxx LLPXurlxxx, counsel xxunsel for Targa, the Seller, the Originators Originators, and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy mattersServicer, and certain UCC perfection (ii) Thomxx X. Xxxxxx, Xxneral Counsel and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above)Assistant Secretary of JLG. (h) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each Originatorthe Originators, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase purchase under this the Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Accounting Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and then due and payable on the Closing Datedate thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the Fee Letter. (k) The Fee Letter duly executed by the Seller and the Servicer. (l) Good standing certificates with respect to each of the Seller, each Originator the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formationformation and principal place of business. (lm) Such The Liquidity Agreement and all other Transaction Documents duly executed by the parties thereto. (n) A computer file containing all information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request. (mo) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request. (p) JLG has made capital contributions to the Seller.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Company and the Administrator (as the Company’s assignee) and each Purchaser Agent shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable reasonably satisfactory to the Company and the Administrator (as the Company’s assignee) and each Purchaser Agent the followingAgent: (a) A counterpart copy of the resolutions of the board of directors or managers of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to the applicable party and, in Company and the case Administrator (as the Company’s assignee) by the Secretary of good standing certificates, certificates State of qualification, certificates the jurisdiction of formation or similar documents, the applicable secretary of state.such Originator’s organization; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, the Company and the Administrator (as the Company’s assignee) may conclusively rely until such time as the Servicer, the Company and the Administrator (as the Company’s assignee) shall receive from such Person a revised certificate meeting the requirements of this paragraph (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Originals of the proper financing statements (Form UCC-1) that have been duly authorized and name each Transferor as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Transferor as may be necessary under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been assigned to it hereunder; (f) A written search report from a Person satisfactory to the Company and the Administrator (as the Company’s assignee) listing all effective financing statements that name the Transferors as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may bebe prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold or contributed, as applicable, to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Company showing no evidence of such liens filed against any Transferor; (g) A Company Note in favor of each Originator, duly executed by the Company; (h) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrator’s (as the Company’s assignee) satisfaction; and (i) A certificate from an officer of each Originator to the effect that such Originator has posted at the financial reporting offices of such Originator a legend reasonably acceptable to the Company and the Administrator indicating that the Receivables described therein have been sold to the Company pursuant to this Agreement and each Purchaser Agent shall be entitled that an interest in the same Receivables has been granted to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and under the Sale Receivables Purchase Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received completed a due diligence review with results satisfactory to the Purchaser, acting reasonably, of the Credit and Collection Policy and that the Purchaser shall have received, on or before the date of such the Initial Purchase, the following, each (where applicable and unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingPurchaser, acting reasonably: (1) A certificate of a senior officer of the Seller certifying (a) A counterpart a copy of the resolutions of the board of directors (and any committee thereof to the extent required by any resolution of the board of directors of the Seller or the Seller’s corporate governance requirements) of the Seller approving the sale, transfer, assignment and conveyance of the Purchaser’s Ownership Interest pursuant to and in accordance with this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Related Documents to which it is a party; , (iib) evidence a copy of relevant extracts of the articles and by-laws or other constating documents, as amended, for the Seller, (c) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; Related Documents to which the Seller is a party, and (iiid) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its the officers who are of the Seller authorized to sign execute this Agreement and the other Transaction Related Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency . (2) [Intentionally deleted.] (3) A certificate from Targaof status, of good standing, of compliance or of d’attestation, as applicable, with respect to the Seller, an Originator or the Servicerissued by its jurisdiction of incorporation and, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by for the Seller, such Originator by each jurisdiction where registrations have been or are to be effected in respect of the ServicerPurchaser’s Ownership Interest pursuant to Section , as in each case, dated within seven days’ preceding the case may bedate of the Initial Purchase. (d4) Financing statementsAcknowledgement copies, in form and substance suitable for filing, each to be sent for filing by the Administrator or time-stamped receipt copies of financing statements or similar filings which have been duly filed on or before the Closing Date date of the Initial Purchase under the UCC PPSAs of British Columbia, Alberta and Ontario and a copy of the jurisdiction recording or similar registration instrument to be filed in the Province of organization of Quebec promptly following the debtor named therein Initial Purchase, in order each case to perfect perfect, record or protect the interests of Purchaser’s Ownership Interest in the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale AgreementReceivables Pool. (e5) Evidence satisfactory [Intentionally deleted.] (6) Acknowledgement copies, or time stamped receipt copies of all financing change statements or similar filings or other appropriate estoppel instruments, if any, necessary to the Administrator of the termination or release of all Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which Pool Receivables and Related Rights previously granted by the related initial financing statements were filedSeller. (f7) Completed UCC search reports from the State A duly executed copy of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) 8) A pro forma Information Package representing the performance duly executed copy of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k9) Good standing certificates with respect [Intentionally deleted.] (10) Duly executed copies of all other Related Documents to each of which the Seller, each Originator and Purchaser and/or the Servicer issued by the Secretary of State (or similar official) of the state of each Seller is a party at such Person’s organization or formationtime. (l11) Such other information with A duly executed copy of the Quebec Assignment. (12) A duly executed copy of the Liquidity Agreement. (13) A report in the form of a Servicer Report (generated on a pro forma basis) in respect of the Month ending on the Cut-Off Date which confirms that, on the Cut-Off Date, the Eligible Receivables Pool Balance would have equalled or exceeded the Minimum Eligible Pool Balance. (14) Sample pages from the Accounts Receivable Register for the Alberta CORE Billing System, the BC CORE Billing System, Enabler Billing System and Knowbility Billing System demonstrating, to the satisfaction of the Purchaser, that the processes which are to be completed in order to produce a copy of the Accounts Receivable Register for such Billing Systems as described in Schedule D, effectively enable the identification of the Pool Receivables in the Receivable Pool billed through such Billing Systems. (15) Favourable opinions of counsel for the Seller as to such matters as the Administrator or any Purchaser Agent may reasonably request. (m16) Such other approvals, opinions or documents as A favourable confirmation of rating letter from DBRS confirming the Administrator or any Purchaser Agent may reasonably requestcredit ratings of the Notes.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Buyer and each Purchaser the Administrative Agent (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation, certificate of formation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws, limited liability company agreement or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the Receivables applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the Administrator case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Agent may reasonably request.Related Rights which are to be sold or contributed to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer, the Administrative Agent; (h) a Subordinated Note in favor of each Originator, duly executed by the Buyer; (i) [reserved]; and (j) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial ---------------------------------------- Purchase under this Agreement is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Buyer shall have received each of the following (with copies to the Trustee), on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and each Purchaser Agent the followingTrustee: (a) The Pooling and Servicing Agreement and the Series 1999-1 Supplement thereto, duly executed by the parties thereto, together with evidence reasonably satisfactory to the Buyer that all conditions precedent to the sale of the 1999- 1 Series Certificate to the Initial Series 1999-1 Certificateholder thereunder (other than any condition relating to the effectiveness of the purchase commitment under this Agreement) shall have been met; (b) A counterpart certificate of the Secretary of COMPUCOM certifying (i) a copy of the resolutions of its Board of Directors approving this Agreement and the other Transaction Documents to be dated as delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Trustee, the Certificateholders and Buyer may conclusively rely until such time as the Trustee shall receive from COMPUCOM, as the case may be, a partyrevised certificate meeting the requirements of this subsection (b)); (iiiii) evidence a copy of its by-laws; --------------- and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and ; (iiic) the organizational documents The Articles of TargaIncorporation of COMPUCOM, the Seller, each Originator and the Servicer, in each case, duly certified by the Secretary or Assistant Secretary of the applicable party and, in the case State of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the ServicerDelaware, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.of a recent date; (d) Financing statementsAcknowledgment copies or time stamped receipt copies, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of proper financing statements (Form UCC-1) that have been duly executed and name COMPUCOM as the debtor named therein in order to perfect the interests of the Seller and seller and the Administrator Buyer as the secured party and purchaser (and the Trustee, for the benefit of the Purchaser Agents Certificateholders, as assignee of the Buyer) of the Receivables and the Purchasers) contemplated by this Agreement Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Trustee's opinion, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Buyer's ownership interest in all Receivables and the Sale Agreement.Related Rights in which an ownership interest may be assigned to it hereunder; (e) Evidence A search report provided in writing to the Trustee, listing all effective financing statements that name COMPUCOM as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to subsection ---------- (d) above and in such other jurisdictions that Trustee shall reasonably request, --- together with copies of such financing statements (none of which shall cover any Trust Assets), and tax and judgment lien search reports from a Person satisfactory to Servicer and the Administrator Trustee showing no evidence of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.liens filed against COMPUCOM; (f) Completed UCC search reports from An opinion of Xxxxxx, Xxxxx & Xxxxxxx, special counsel to COMPUCOM, in the State of Delaware, dated within 10 Business Days prior form reasonably acceptable to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)).Agent; (g) Favorable opinionsA pro forma Purchase Report, addressed to prepared in respect of the Administratorproposed --------- initial Purchase, each Purchaserassuming an Initial Cut-Off Date of March 31, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).1999; (h) Satisfactory results The Buyer Note in favor of a reviewCOMPUCOM, field examination and audit (performed duly executed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Buyer; (i) A pro forma Information Package representing certificate from an officer of COMPUCOM to the performance of the Receivables Pool for effect that Servicer and COMPUCOM have placed on the most recent Fiscal Month before closingrecent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the following legend (or the substantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CSI FUNDING, INC. PURSUANT TO A RECEIVABLES CONTRIBUTION SALE AGREEMENT, DATED AS OF May 7, 1999, AS AMENDED FROM TIME TO TIME, BETWEEN COMPUCOM SYSTEMS, INC. AND CSI FUNDING, INC.; AND AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED TO NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE, PURSUANT TO A POOLING AND SERVICING AGREEMENT, DATED AS OF May 7, 1999, AMONG COMPUCOM SYSTEMS, INC., CSI FUNDING, INC., AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE; and (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables agreements, instruments, UCC financing statements, certificates, opinions and other documents as the Administrator Buyer, the Trustee or any Purchaser the Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseEffective Date, the following, each (unless otherwise indicated) dated the Effective Date, and each in form form, substance and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingCompany: (a) A counterpart copy of this Agreement and the other Transaction resolutions of the Board of Directors of Originator approving the Loan Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of Originator; (b) Status certificates for Originator issued as of a recent date by the applicable party and, in Secretary of State of each of the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of statestates listed on Schedule 4.1. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on Originator's behalf to sign this Agreement the Loan Documents to be delivered by it (on which certificate the Company and Servicer (if other than Originator) may conclusively rely until such time as the Company and the other Transaction Documents to which it is Servicer shall receive from Originator a party. Until revised certificate meeting the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.requirements of this Section 4.1(c)); (d) Financing statementsThe articles of incorporation of Originator, in form and substance suitable for filingduly certified by the Secretary of State of Delaware as of a recent date, together with a copy of the by-laws of Originator, each to be sent for filing duly certified by the Administrator on Secretary or before the Closing Date under the UCC an Assistant Secretary of Originator; (e) Copies of the jurisdiction of organization of proper financing statements (Form UCC-1) that have been duly executed and name Originator as the debtor named therein in order to perfect the interests of the Seller seller/assignor and the Administrator Company as the purchaser/assignee (and the Administrative Agent for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator Secured Parties as assignee of the termination Company) of the Receivables and Related Security or release of Adverse Claims of any Person in any Pool Assetsother similar instruments or documents, together with UCC termination statements or partial releasesas may be necessary or, in form Servicer's or the Administrative Agent's reasonable opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction Related Security in which the related initial financing statements were filed.an ownership interest may be assigned to it hereunder; (f) Completed UCC search reports from Copies of the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all proper financing statements filed with the secretary (Form UCC-3), if any, necessary to release all security interests and other rights of state any person in such jurisdiction, that name Targa, any Originator Receivable or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)).Related Security previously granted by Originator; (g) Favorable opinions, addressed A written search report from a Person satisfactory to Servicer and the Administrative Agent listing all effective financing statements that name Originator as debtor or assignor and that are filed in the jurisdictions in which filings are to be made pursuant to the AdministratorSection 4.1(e) above, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, together with copies of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator financing statements (none of which shall cover any Receivable or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred Related Security except as shall be released pursuant to in clause (f) above and the officer’s certificate referred to in clause (cSection 4.1(f) above)., and tax and judgment lien search reports from a Person satisfactory to Servicer and the Administrative Agent; (h) Satisfactory results Favorable opinions of a reviewKaye, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collectionXxholer, operating and reporting systemsFierman, the Credit and Collection Policy of each Hays & Xandler, LLP, special counsel to Originator, historical receivables data and accounts, including satisfactory results in the forms of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Exhibit C; and (i) A pro forma Information Package representing the performance Evidence (i) of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment execution and delivery by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, parties thereto of each Originator and the Servicer issued by the Secretary of State (or similar official) of the state other Loan Documents to be executed and delivered in connection herewith and (ii) that each of each such Person’s organization or formation. (l) Such other information with respect the conditions precedent to the Receivables as execution, delivery and effectiveness of such other Loan Documents has been satisfied to the Administrator or any Purchaser Agent may reasonably requestCompany's satisfaction. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and each Purchaser the Administrative Agent (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Buyer and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, (as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate of incorporation, certificate of formation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the bylaws, limited liability company agreement or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or the Administrative Agent’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person reasonably satisfactory to the Receivables Buyer and the Administrative Agent (as the Administrator Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent may reasonably request.(as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer and the Administrative Agent; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; (i) a certificate from an officer of each Originator to the effect that the Servicer or such Originator have placed on the most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, data processing report that it generates which are of the type that a proposed purchaser or lender would use to evaluate the Receivables, the following legend (or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JULY 30, 2015, AS AMENDED, BETWEEN EACH OF THE ENTITIES LISTED ON SCHEDULE I THERETO, AS ORIGINATORS, VOLT INFORMATION SCIENCES, INC., AS SERVICER AND VOLT FUNDING CORP., AS BUYER; AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF JULY 30, 2015, AS AMENDED, AMONG VOLT FUNDING CORP., AS BORROWER, VOLT INFORMATION SCIENCES, INC., AS SERVICER, THE VARIOUS LENDERS AND LC PARTICIPANTS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND LC BANK”; and (j) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is ---------------------------------------- subject to the conditions condition precedent that Servicer (on the Administrator and each Purchaser Agent Company's behalf) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to Servicer (acting on the Administrator and each Purchaser Agent the following:Company's behalf): (a) An Originator Assignment Certificate in the form of Exhibit C --------- from the Originator, duly completed, executed and delivered by the Originator; (b) A counterpart copy of this Agreement and the other written consent of KCI, as member of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.Originator; (c) Good standing certificates for the Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of the Originator's organization and the jurisdiction where the Originator's chief executive office is located; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on such Person's behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is certificate Servicer and the Company may conclusively rely until such time as the Servicer shall receive from such Person a party. Until revised certificate meeting the Administrator and each Purchaser Agent receives requirements of this subsection (d)); -------------- (e) The certificate of formation, operating agreement or other organizational document of the Originator, duly certified by the Secretary of State of the jurisdiction of Originator's organization as of a subsequent incumbency certificate from Targa, the Seller, an Originator or recent date acceptable to the Servicer, together with a copy of the limited liability company agreement of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator; (f) Originals of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the case debtor/seller and the Company as the secured party/purchaser (and KCI Funding Corporation, as assignee of the Company, and the Issuer, as assignee of KCI Funding Corporation) of the Receivables generated by the Originator as may bebe necessary or, in the Administrator Servicer's or the Administrator's opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and each Purchaser Agent shall such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest may be entitled to rely on the last such certificate delivered assigned to it by the Seller, such Originator or the Servicer, as the case may be.hereunder; (dg) Financing statementsA written search report from a Person satisfactory to the Servicer listing all effective financing statements that name the Originator as debtor or seller and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (f), together with copies of such -------------- financing statements (none of which, except for those described in the foregoing subsection (f), shall cover any -------------- Receivable or any Sale Related Rights which are to be sold to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Servicer showing no evidence of such liens filed against the Originator; (h) A favorable opinion of Sidley & Austin, counsel to the Originator, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form Servicer and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing the performance KCI Note in favor of the Receivables Pool for Originator, duly executed by the most recent Fiscal Month before closing.Company; and (j) Evidence A certificate from an officer of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses Originator to the extent invoiced effect that the Servicer and due and payable the Originator have placed on the Closing Datemost recent, including any such costsand have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each data processing report that it generates which are of the Sellertype that a proposed purchaser or lender would use to evaluate the Receivables, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO KPMG CONSULTING, INC. PURSUANT TO A SALE AGREEMENT, DATED AS OF MAY 22, 2000, AS AMENDED, BETWEEN KPMG CONSULTING, LLC AND KPMG CONSULTING, INC. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, AND SUCH RECEIVABLES HAVE BEEN SOLD BY KPMG CONSULTING, INC. TO KCI FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 22, 2000, AS AMENDED, BETWEEN KPMG CONSULTING, INC. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably requestAND KCI FUNDING CORPORATION; AND AN UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN SOLD TO MARKET STREET FUNDING CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF MAY 22, 2000, AS AMENDED, AMONG KPMG CONSULTING, INC., AS THE SERVICER, KCI FUNDING CORPORATION, MARKET STREET FUNDING CORPORATION AND PNC BANK, NATIONAL ASSOCIATION."

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Servicer (on the Company’s behalf) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent Servicer (acting on the following:Company’s behalf): (a) An Originator Assignment Certificate in the form of Exhibit D from each Originator, duly completed, executed and delivered by each Originator; (b) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.such Originator; (c) Good standing certificates for each Originator issued as of a recent date acceptable to the Servicer by the Secretary of State of the jurisdiction of such Originator’s organization and each jurisdiction where such Originator is qualified to transact business; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to 747538185 22708133 7 Purchase and Sale Agreement sign this Agreement and the other Transaction Documents to be delivered by it (on which it is certificate the Servicer and the Company may conclusively rely until such time as the Servicer shall receive from such Person a revised certificate meeting the requirements of this clause (d)); (e) The certificate or articles of incorporation or other organizational document of each Originator duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; (f) Originals of the proper financing statements (Form UCC-1) that name each Originator as the debtor/seller and the Company as the secured party. Until /purchaser (and the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from TargaAdministrator, as assignee of the SellerCompany) of the Receivables generated by such Originator as may be necessary or, an Originator in the Servicer’s or the ServicerAdministrator’s opinion, as desirable under the case UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered assigned to it by the Seller, such Originator or the Servicer, as the case may be.hereunder; (dg) Financing statementsA written search report from a Person satisfactory to the Servicer listing all effective financing statements that name the Originators as debtors or sellers and that are filed in the jurisdictions in which filings were made pursuant to the foregoing clause (f), together with copies of such financing statements (none of which, except for those described in the foregoing clause (f), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Servicer showing no evidence of such liens filed against any Originator; (h) Favorable opinions of Vorys, Xxxxx, Xxxxxxx and Xxxxx LLP, counsel to the Originators, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form Servicer and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing Company Note in favor of each Originator, duly executed by the performance of the Receivables Pool for the most recent Fiscal Month before closing.Company; and (j) Evidence A certificate from an officer of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses each Originator to the extent invoiced effect that the Servicer and due and payable such Originator have placed on the Closing Datemost recent, including any such costsand have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each data processing report that it generates which are of the Sellertype that a proposed purchaser or lender would use to evaluate the Receivables, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 19, 2022, AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, BETWEEN CERTAIN ENTITIES LISTED ON SCHEDULE I THERETO, AS ORIGINATORS, AND WORTHINGTON RECEIVABLES COMPANY, LLC, AS PURCHASER, AND THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN PLEDGED TO THE ADMINISTRATOR ON BEHALF OF THE LENDERS PURSUANT TO A RECEIVABLES FINANCING AGREEMENT, DATED AS OF MAY 19, 2022 AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED, AMONG WORTHINGTON RECEIVABLES COMPANY, LLC, AS BORROWER, WORTHINGTON INDUSTRIES, INC. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, AS SERVICER, THE PEOPLE 747538185 22708133 8 Purchase and Sale Agreement FROM TIME TO TIME A PARTY THERETO AS LENDERS, AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.”

Conditions Precedent to Initial Purchase. The initial Purchase under purchase of an undivided interest pursuant to this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Administrative Agent shall have received on or before the date of such Purchaserelated Purchase Date the following, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (a) A a counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each Purchase and Sale Agreement duly executed by the parties thereto.Seller Parties and the Sellers, as the case may be; (b) Copies of: favorable opinions of (x) the General Counsel or an Assistant General Counsel of Mattel, relating to the Seller Parties and (y) Xxxxxx & Xxxxxxx, special counsel to the Seller Parties, substantially in the form attached hereto as Exhibit B; (c) a certificate of the Assistant Secretary of each Seller Party certifying in each case (i) the names and signatures of its applicable officers that shall execute and deliver the Transaction Documents (on which certificate the Administrative Agent may conclusively rely until such time as the Administrative Agent shall receive a revised certificate meeting the requirements of this clause), (ii) that attached thereto is a true and correct copy of the certificate or articles of incorporation, certified by the secretary of state of the state of its incorporation or formation as of a recent date, and the by-laws of such Seller Party, in each case as in effect on the date of such certification, (iii) that attached thereto are true and complete copies of excerpts of resolutions authorizing adopted by the Board of Directors of such Seller Party, approving the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the all other Transaction Documents to which it such Seller Party is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iiiiv) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of that attached thereto are good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information Delaware with respect to Mattel and the Receivables Transferor; (d) good standing certificates dated as of a recent date for each Seller Party from the Secretary of State of the States of Delaware and California; (e) an assignment of the Transferor’s rights, title and interest in, to and under the obligations of the Transferor as “Buyer” under Section 9 of the Purchase and Sale Agreement; (f) each other item to be delivered pursuant to Section 3.01 of the Purchase and Sale Agreement; (g) evidence that all conditions to the effectiveness of the Mattel Credit Agreement have been, or concurrently herewith are being, satisfied or waived thereunder; and (h) UCC-1 financing statements (a) signed by Mattel Sales as debtor and the Transferor as the Administrator or any Purchaser Agent may reasonably request. secured party in form for filing with the Secretary of State of the State of California, (mb) Such other approvals, opinions or documents signed by Xxxxxx-Xxxxx as debtor and the Transferor as the Administrator or any Purchaser secured party in form for filing with the Secretary of State of the State of New York, and (c) signed by the Transferor as debtor and the Administrative Agent may reasonably requestas secured party in form for filing with the Secretary of State of Delaware.

Conditions Precedent to Initial Purchase. The initial Purchaser shall not be obligated to make any Purchase under this Agreement is subject Agreement, nor shall the Purchaser or Administrative Agent be obligated to take, fulfill, or perform any other action hereunder, unless and until the following conditions precedent that have been satisfied or provided for in a manner satisfactory to FSA, Administrative Agent and the Administrator Purchaser and/or waived in writing by FSA, Administrative Agent and each the Purchaser: (a) the Purchaser Agent shall have received in form and substance satisfactory to FSA, the Purchaser and the Administrative Agent certificates of the Secretary or Assistant Secretary of the Seller, the Servicer, Motor Coach and the Transferors certifying the names and true signatures of their respective officers authorized to sign this Agreement, the Related Documents, and the other documents to be delivered by them hereunder or thereunder or in connection herewith or therewith, evidence of corporate authorization of the transactions contemplated hereby or thereby, the articles of incorporation (attached and appropriately certified by the Secretary of State of their respective jurisdiction of incorporation) and the by-laws, and all amendments thereto, of each of them; (b) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA executed financing statements, to be filed on or before the date of such Purchaseinitial Purchase under the UCC of all jurisdictions that the Purchaser, each the Administrative Agent and FSA may deem necessary or desirable in order (i) to perfect to the extent contemplated by SECTION 4.01(q), the Purchaser's interests contemplated by this Agreement and (ii) to perfect the ownership interests of the Seller in the Receivables purchased by the Seller from the Transferors pursuant to the Transfer Agreements, except to the extent any filings or other actions are necessary to convey the interest in the related Vehicles under the applicable titling laws; (c) the Purchaser and FSA shall have received in form and substance (including the date thereof) reasonable satisfactory to the Administrator Purchaser, Administrative Agent and each Purchaser Agent FSA completed requests for information listing all effective financing statements filed in the following:jurisdictions referred to in SECTION 3.01(b) above that name the Seller or a Transferor as debtor, together with copies of such financing statements (none of which shall cover any Purchased Receivables, the related Contracts or the related Vehicles) or any interest therein; (ad) A counterpart the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA executed UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, the related Contracts or the Vehicles previously granted by the Seller, any Transferor or Motor Coach; (e) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA favorable opinions of counsel for the Seller, the Servicer, Motor Coach and the Transferors, in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA, as to such matters as the Administrative Agent may reasonably request; (f) the Purchaser shall have received in form and substance satisfactory to the Purchaser and the Administrative Agent evidence that the Seller has been admitted as a Member upon terms satisfactory to the Purchaser; (g) no Servicer Termination Event or Insurance Agreement Event of Default shall have occurred and be continuing or would result after giving effect to any of the transactions contemplated on the Initial Closing Date; (h) the Seller shall have paid to the Purchaser and the Administrative Agent fees payable (if any) in accordance with the SPARC Fee Letter; (i) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA good standing certificates with respect to the Seller, the Servicer, Motor Coach and the Transferors from the Secretary of the State of the respective States of incorporation of the Seller, the Servicer, Motor Coach and the Transferors; (j) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA the Related Documents executed by each of the Persons party thereto; (k) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA evidence that the Cash Collateral Account has been established with an Eligible Institution and that such Cash Collateral Account is in the name of Administrative Agent, for the benefit of the Purchaser and FSA; (l) the Purchaser and FSA shall have received in form and substance satisfactory to the Purchaser, the Administrative Agent and FSA such other documents as the Purchaser, FSA or the Administrative Agent shall have reasonably requested; (m) the Purchaser and FSA shall have received (i) confirmation from each rating agency rating the Notes that the then current rating of the Notes (without giving effect to the Policy) shall not be withdrawn or downgraded after giving effect to this Agreement and the transactions contemplated hereby and (ii) evidence from each rating agency that this Agreement and the transaction contemplated hereby have at least an investment grade "shadow" rating; (n) FSA shall have received notice from S&P of FSA's capital charge for the current transaction without giving effect to the Policy; (o) the Administrative Agent shall have received the original Transaction Letter of Credit executed by the Transaction L/C Issuer; (p) the Purchaser, Administrative Agent and FSA shall have received satisfactory evidence that the Seller, Motor Coach, the Transferors and the other parties to the Related Documents have obtained all required licenses, consents and approvals of all Persons including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto.Related Documents; (bq) Copies of: (i) resolutions authorizing the execution, delivery Administrative Agent and performance by Targa, the Seller, each Originator and the Servicer of this FSA shall have received an executed Lockbox Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and each Lockbox Account; (iiir) the organizational documents of Targa, the Seller, each Originator Purchaser and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent FSA shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, have received in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of Purchaser and FSA, the termination executed pay-off letters reasonably requested by the Purchaser, the Administrative Agent or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.FSA; and (fs) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which FSA shall have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to reviewed each of the Seller, each Originator and Contract Files in the Servicer issued by the Secretary possession of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator General Electric Capital Corporation or any Purchaser Agent may reasonably requestagent thereof and FSA shall be satisfied with the results of such review. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchaseeffectiveness the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) The Purchase and Sale Agreement duly executed by Seller and each Originator that is a party thereto, and evidence that the conditions precedent set forth therein have been satisfied; (b) A counterpart copy of the resolutions of the Board of Directors of Seller and each Originator approving this Agreement and the other Transaction Agreement Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it hereunder and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casetransactions contemplated hereby, certified by the its Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.Secretary; (c) Good standing certificates for Seller issued by the Secretaries of State of Nevada and Wisconsin and for each domestic Originator issued by the Secretaries of State of Wisconsin, Nevada, California, Delaware, Connecticut or Massachusetts, as appropriate, and for each foreign Originator by the appropriate authority in its jurisdiction of formation and of its principal place of business; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators Seller and the Servicer each Originator certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Agreement Documents to be delivered by it hereunder (on which it is a party. Until certificate the Administrator Agent and each Purchaser may conclusively rely until such time as the Agent receives a subsequent incumbency certificate shall receive from Targa, the Seller, an Originator Seller or the Servicersuch Originator, as the case may be, a revised certificate meeting the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. requirements of this subsection (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement.)); (e) Evidence satisfactory to the Administrator The Articles of the termination or release Incorporation of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each domestic Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued duly certified by the Secretary of State (or similar official) of the state of its incorporation, as of a recent date acceptable to Agent, together with a copy of the By-laws of Seller and each Originator, duly certified by the Secretary or an Assistant Secretary of such Person’s organization ; and a copy of the constating documents for each foreign Originator, duly certified by the appropriate authority or formation.the Secretary or an Assistant Secretary of such Originator, as applicable; (f) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Agent) of proper (i) financing statements and/or assignments effectively naming each domestic Originator, respectively, as debtor/seller, Seller as secured party/purchaser and Purchaser as assignee and (ii) financing statements and/or assignments effectively naming Seller, as debtor/seller and Purchaser as secured party/purchaser, in each case filed in such jurisdictions as are necessary or advisable to perfect Seller's or the Purchaser's interest in the Pool Assets; (g) A search report provided in writing to the Agent by CT Corporation or Lexis Document Services, listing all effective financing statements that name any domestic Originator as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (f) above, together with copies of such financing statements (none of which shall cover any Pool Assets unless assigned to the Purchaser or terminated); (h) A favorable opinion of Xxxxxxx & Xxxxx, counsel to Seller and each Originator, in substantially the form of Exhibit 5.01(h); (i) Evidence of the payment of any applicable Agent's fee; (j) Duly executed copy of a Periodic Report as of October 31, 1997; (k) The original of the Demand Note, duly executed by API and endorsed by Seller, shall have been delivered to the Agent; (l) Such other information with respect The Fee Letter and each Lock-Box Agreement, duly executed by the parties thereto, shall have been delivered to the Receivables as the Administrator or any Purchaser Agent may reasonably request.Agent; and (m) Such All such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request, including written confirmation from each rating agency that the rating on the Commercial Paper Notes will not be downgraded, withdrawn or suspended as a result of the Purchaser entering into the transaction contemplated hereunder, shall have been delivered to the Agent.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Administrative Agent, on the Purchaser's behalf, shall have received received, on or before the date of such initial Purchase, the following each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart of this The Sale Agreement and the all other Transaction Documents to be dated as of the Closing DateDocuments, each duly executed by the parties thereto.; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller Party certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is a party. Until certificate the Administrator Administrative Agent and each the Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, may conclusively rely until such time as the case may beAdministrative Agent, the Administrator and each Purchaser Agent shall be entitled to rely on the last Purchaser's behalf, shall receive from such Seller Party a revised certificate delivered to it meeting the requirements of this subsection (b)); (c) The Articles or Certificate of Incorporation of each Seller Party, duly certified by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC Secretary of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delawaresuch Seller Party's state of incorporation, dated within 10 Business Days thirty (30) days prior to the Closing Date, listing all on the Purchaser's behalf, in each case together with a copy of the by-laws of such Seller Party, duly certified by the Secretary or an Assistant Secretary of such Seller Party; (d) A true and complete copy of the resolutions of the Board of Directors of each Seller Party authorizing the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby; (e) Copies of good standing certificates for each Seller Party dated within thirty (30) days prior to the Closing Date, issued by the Secretaries of State of the state of incorporation of such Seller Party and the state where such Seller Party's principal place of business is located; (f) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Administrative Agent, on the Purchaser's behalf,) of (i) proper financing statements filed with the secretary of state (Form UCC-1), in such jurisdictionform as the Administrative Agent, that name Targaon behalf of the Secured Parties, any Originator or may reasonably request, naming Georgia Gulf and GGCV as the debtors and the sellers of the Receivables and Related Assets, the Seller as the secured party and purchaser thereof and the Administrative Agent, for the benefit of the Secured Parties, as assignee, and (ii) financing statements (Form UCC-1), in such form as the Administrative Agent, on behalf of the Secured Parties, may reasonably request, naming the Seller as the debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described and seller of an undivided percentage interest in the preceding clause (e)).Pool Receivables and Related Assets and the Administrative Agent, for the benefit of the Secured Parties, as the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrative Agent, on behalf of the Secured Parties, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by Georgia Gulf and GGCV to the Seller of, and the Administrative Agent's, for the benefit of the secured parties, undivided percentage interest in, the Pool Receivables and Related Assets; (g) Favorable opinions, addressed Search reports provided in writing to the AdministratorAdministrative Agent, each Purchaseron behalf of the Secured Parties, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory with results as of a date within thirty (30) days prior to the Administrator Closing Date, (i) listing all effective financing statements that name any Seller Party as debtor and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, that are filed in the Seller, jurisdictions in which filings were made pursuant to subsection (f) above and in such other jurisdictions that the Originators and the Servicer covering such matters as the Administrator or any Purchaser Administrative Agent may shall reasonably request, including, without limitation, organizational together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (f) above) shall cover any Receivables or Related Assets) and enforceability matters, certain bankruptcy matters, (ii) listing all tax liens and certain UCC perfection and priority matters judgment liens (based on the search results if any) filed against any debtor referred to in clause (fi) above in the jurisdictions described therein and the officer’s certificate referred to in clause (c) above).showing no such Liens; (h) Satisfactory results of a reviewThe Subordinated Notes, field examination and audit (performed duly executed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Seller; (i) A pro forma Information Package representing favorable opinion of Xxxxx, Day, Xxxxxx & Xxxxx, counsel to the performance Seller Parties, as to: (i) the existence of a "true sale" of the Receivables Pool for from the most recent Fiscal Month before closing.Originators to the Seller under the Sale Agreement; (jii) Evidence the inapplicability of payment the doctrine of substantive consolidation to the Seller, Georgia Gulf and GGCV in connection with any bankruptcy proceeding involving any Seller Party; (iii) the creation of a first priority perfected security interest in favor of the Purchaser in (A) all the Pool Receivables and Related Assets (and including specifically any undivided interest therein retained by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letterhereunder), costs (B) the rights of the Seller in, to and expenses to under the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Sale Agreement and the Fee Letter.other Transaction Documents and (C) all proceeds of any of the foregoing; (kiv) Good standing certificates with respect to each due authorization, execution, delivery, enforceability and other corporate matters of the SellerSeller Parties as to the Transaction Documents; and (v) such other matters as the Administrative Agent, each Originator and the Servicer issued by the Secretary of State (or similar official) acting on behalf of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent Secured Parties, may reasonably request. (j) A pro forma Information Package, prepared as of the Cut-Off Date of September 30, 2002; (k) A report in form and substance satisfactory to the Administrative Agent, on the Purchaser's behalf, from the Initial Due Diligence Auditor as to a pre-closing due diligence audit by the Initial Due Diligence Auditor (such report and any amendment, supplement, update or other modification, the "Due Diligence Report"); (l) The Liquidity Agreement, in form and substance satisfactory to the Administrative Agent, on the Purchaser's behalf, duly executed by the Purchaser, the Liquidity Agent and each Liquidity Bank; (m) With respect to Georgia Gulf and GGCV, a consolidated balance sheet, income statement and statement of cashflows as at December 31, 2001 and June 30, 2002 and with respect to the Seller, a balance sheet, income statement and statement of cashflows as at December 31, 2001 and June 30, 2002, each of the foregoing together with a certification of the chief financial officer, treasurer or corporate controller in the form attached hereto as Exhibit B; (n) Georgia Gulf and GGCV shall pay to the Administrative Agent the structuring fee set forth in the Fee Letter on or before the date this Agreement is executed. (o) The Administrative Agent shall have received copies of a Lock-Box Agreement for each Lock-Box Account, duly executed by each of the parties thereto. (p) Such other approvalsagreements, instruments, certificates, opinions or and other documents as the Administrator or any Purchaser Administrative Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Company and the Administrator (as the Company’s assignee and each Purchaser Agent) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Company, the Administrator and each Purchaser Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the following:Agent): (a) A counterpart copy of this Agreement and the other resolutions of the board of directors or managers or authorized committee thereof of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates (or applicable certificate or statement of like effect in any applicable jurisdiction howsoever named) for each Originator issued as of a recent date acceptable to the applicable party andCompany and the Administrator by the Secretary of State of the jurisdiction of such Originator’s organization, in the case principal place of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.business and each jurisdiction where such Originator is qualified to transact business; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, the Company and the Administrator may conclusively rely until such time as the Servicer, the Company and the Administrator shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date acceptable to the Administrator, together with a copy of the by-laws or limited liability company agreement of such Originator (including all amendments and modifications thereto), each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Originals of proper financing statements (Form UCC-1) that have been duly authorized and filed on or within ten days after the Closing Date and name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Company’s or the Administrator’s opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and such other rights, accounts, instruments and moneys (including, without limitation, Related Security) in which an ownership or security interest has been assigned to it hereunder; 9205569 09039541 (f) A written search report from a Person satisfactory to the Company and the Administrator listing all effective financing statements that name any of the Transferors and the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated as the case may bebe prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold or contributed to the Company hereunder), and tax and judgment lien search reports from all applicable jurisdictions (including, without limitation liens of the Pension Benefit Guaranty Corporation) showing no evidence of such liens filed against any Originator; (g) Favorable opinions of Xxxxx Xxxx LLP, counsel to the Originators and in-house counsel to Patriot, in form and substance satisfactory to the Company, the Administrator and each Purchaser Agent Agent; (h) A Company Note in favor of each Originator, duly executed by the Company; (i) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrator’s satisfaction; and (j) A certificate from an officer of each Originator to the effect that such Originator has placed on the most recent, and has taken all steps reasonably necessary to ensure that there shall be entitled placed on subsequent, data processing reports a legend reasonably acceptable to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form Company and substance suitable for filing, each to be sent for filing by the Administrator on or before indicating that the Closing Date under Receivables described therein have been sold to the UCC of Company pursuant to this Agreement and that an interest in the jurisdiction of organization of the debtor named therein in order same Receivables has been granted to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and under the Sale Receivables Purchase Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase and contribution hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseInitial Closing Date, the following, each (unless otherwise indicated) dated the Initial Closing Date, and each in form form, substance and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Company and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Seller approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Seller; (b) Good standing certificate for each Seller issued as of a recent date by the applicable party and, in the case Secretary of good standing certificates, certificates State of qualification, certificates such Seller's state of formation or similar documents, the applicable secretary incorporation and state of state.its principal place of business; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller certifying the names and true signatures of its the officers who are authorized on such Seller's behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is a party. Until certificate the Administrator Company and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, Master Servicer (if other than Lennox) may conclusively rely until such time as the case may be, Company and the Administrator and each Purchaser Agent Master Servicer shall be entitled to rely on receive from such Seller a revised certificate meeting the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.requirements of this subsection (c); (d) Financing statements, in form and substance suitable for filing, The articles of incorporation of each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued duly certified by the Secretary of State of such Seller's state of incorporation as of a recent date, together with a copy of the by-laws of each Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (or similar officiale) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name each Seller as the assignor and the Company as the assignee (and Purchaser as assignee of the Company) of the state Receivables and the Related Rights sold or contributed by such Seller or other, similar instruments or documents, as may be necessary or, in the Master Servicer's or the Administrative Agent's opinion, desirable under the UCC of each such Person’s organization all appropriate jurisdictions or formation.any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which the ownership interest may be assigned to it hereunder; (lf) Such other information with respect A written search report from a Person satisfactory to the Receivables Master Servicer and the Administrative Agent listing all effective financing statements that name any Seller as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.debtor or

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received that, as applicable, on or before the date of such PurchaseClosing Date, (i) the following shall have been completed or occurred and (ii) the Purchaser shall have received the following documents and materials, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingPurchaser: (a) A counterpart evidence (i) of the execution and delivery by each of the parties thereto of this Agreement, the Fee Letter, the Release, and any other Transaction Document to be executed and delivered in connection herewith on or prior to the Closing Date and (ii) that the form of Specification and form of Reconciliation Report have been mutually agreed by Kyndryl and Purchaser; (b) the payment of all fees and expenses, as specified in the Fee Letter (defined below), required to be paid on or before the Closing Date; (c) executed certificates (i) from the secretary or assistant secretary of each Seller and the Parent, together with all applicable attachments, certifying as to the following: (A) attached thereto is a copy of each organizational document of such Person and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (B) set forth therein are the signature and incumbency of the officers or other authorized representatives of such Person executing the Transaction Documents; and (C) attached thereto are copies of resolutions of the board of directors (or other governing body) of such Person approving and authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to be dated Documents, certified as of the Closing Date as being in full force and effect without modification or amendment and (ii) from an authorized senior officer of each Seller and the Parent, certifying as to the accuracy of the representations and warranties set forth herein with respect to such Person, the solvency of such Person and other closing matters; (d) a good standing certificate (or equivalent) from the applicable governmental authority of the Seller’s and Parent’s jurisdiction of organization, dated a recent date prior to the Closing Date; (e) solely for the benefit of Purchaser (and without any copy thereof being provided to Parent, each duly executed Seller or any of their Affiliates), a legal opinion of counsel to Purchaser with respect to the enforceability of this Agreement under New York Law, subject to customary assumptions, qualifications and exceptions; (f) the completion by the parties thereto. (b) Copies of: Purchaser of its due diligence investigations, including, without limitation a satisfactory review, as determined by the Purchaser, of (i) resolutions authorizing the executioncontemplated Receivables to be sold, delivery (ii) the Contracts and performance Ancillary Rights, (iii) any Accepted Guaranty, Accepted Letter of Credit or other applicable credit enhancement arrangements or credit support (from a parent company of any Obligor or any third party) supporting payment of any such Receivable, and (iv) information required by Targabank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the SellerPATRIOT Act; (g) the completion of searches commercially reasonable to request and obtain and such financing statements, notices or other actions necessary to vest Purchaser with full title to the Purchased Receivables free and clear of any Adverse Claim shall have been filed or taken in each Originator applicable jurisdiction; (h) to the extent not publicly available, satisfactory (i) audited financial statements of Parent and (ii) such other information reasonably related to the Servicer of transactions contemplated by this Agreement and the other Transaction Documents as the Purchaser may, from time to which it is a party; (ii) evidence of other necessary corporate action and governmental approvalstime, if any, reasonably request with respect to this Agreement Kyndryl and the any other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.: (i) A pro forma Information Package representing the performance evidence of the Receivables Pool for the most recent Fiscal Month before closing.filing of such UCC financing statements or other filings as are required hereunder; and (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letterno Material Adverse Change shall have occurred. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as Certified copies of the Closing Date, resolutions of the Board of Directors of each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, Transaction Party approving each Originator and the Servicer of this Agreement and the other Transaction Documents Document to which it is a party; (ii) evidence party and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (cb) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Transaction Party certifying the names and true signatures of its the officers who are of such Transaction Party authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dc) Financing Acknowledgment copies or time stamped receipt copies (or other evidence of filing) of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date date of such initial purchase under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (ed) Evidence satisfactory Acknowledgment copies or time stamped receipt copies of proper financing statements necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Pool AssetsTransaction Party or any of their respective Affiliates. (e) Completed requests for information, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing dated on or before the Closing Date date of such initial purchase, listing all effective financing statements filed in the jurisdiction jurisdictions referred to in which subsection (c) above that name the related initial Seller or the Originator as debtor, together with copies of such financing statements were filed(none of which shall cover any Receivables, Contracts, Related Security or the collateral referred to in Section 2.10 except to the extent the Agent shall have received executed termination statements therefor pursuant to subsection (d) above). (f) Completed UCC search reports from the State Executed copies of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e))Blocked Account Agreements for each Blocked Account and each Lock-Box. (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, opinions of Xxxxxxxxx & Xxxxxxxx Schiff Hardin LLP, counsel for TargaBricker & Eckler LLP and Thelen Reid & Priest LLP, xxxxxxx xxx the Sexxxx, xhe Xxxxxxer, the SellerOxxxxxxxxx xnd CEG, the Originators relating to true sale and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably requestsubstantive consolidation issues, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each other Transaction Documents, perfection of the Sellersecurity interests, each Originator non-contravention of laws and the Servicer issued by the Secretary of State (or similar official) of the state of each agreements, general corporate matters and such Person’s organization or formation. (l) Such other information with respect to the Receivables matters as the Administrator or any Purchaser Agent may reasonably request. (h) An executed copy of the Sale Agreement. (i) An executed copy of the Performance Guaranty. (j) A copy of the by-laws of each Transaction Party, certified by the Secretary or Assistant Secretary of such Transaction Party. (k) A copy of the certificate or articles of incorporation of each Transaction Party, certified as of a recent date by the Secretary of State or other appropriate official of the State of incorporation of such Transaction Party, and a certificate as to the good standing of each Transaction Party from such Secretary of State or other official, dated as of a recent date. (l) The opening pro forma balance sheet of the Seller referred to in Section 4.01(e). (m) Such other approvals, opinions or documents as Executed copies of the Administrator or any Purchaser Agent may reasonably requestTermination Agreements relating to the Existing Receivables Facilities.

Conditions Precedent to Initial Purchase. (a) The initial Purchase purchase of a Receivable Interest originated by FMC under this Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (cA) A certificate of the Secretary or Assistant Secretary of Targathe Seller and FMC certifying (i) as to its certificate of incorporation and by-laws, (ii) as to the Seller, the Originators and the Servicer certifying the names and true signatures resolutions of its officers who are authorized to sign Board of Directors approving this Agreement and the other Transaction Program Documents to which it is a party. Until party and the Administrator transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the Program Documents are true and correct, and (iv) the incumbency and specimen signature of each Purchaser Agent receives a subsequent incumbency certificate from Targa, of its officers authorized to execute the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may beProgram Documents. (dB) Financing Acknowledgment copies or time stamped receipt copies of proper financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator duly filed on or before the Closing Date date of such initial transfer under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Agent may deem necessary or desirable in order to perfect the ownership interests of in the Seller Pool Receivables originated by FMC and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) Related Security with respect thereto contemplated by this Agreement and the Sale First-Tier Agreement. (eC) Evidence satisfactory Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to the Administrator of the termination or release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releasesRelated Security previously granted by FMC. (D) Completed requests for information, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing dated on or before the Closing Date in date of such initial transfer, listing the jurisdiction in which the related initial financing statements were filed. referred to in subsection (fC) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing above and all other effective financing statements filed with in the secretary of state jurisdictions referred to in such jurisdiction, subsection (C) above that name Targa, any Originator or the Seller or FMC as debtor showing no Adverse Claims on debtor, together with copies of such other financing statements (none of which shall cover any Pool Assets (other than those which have been released as described in the preceding clause (e)Receivables, Contracts or Related Security). (gE) Fully executed copies of the Program Documents which shall each be in full force and effect. (F) An executed copy of each FMC Deposit Agreement and each Seller Deposit Agreement. (G) Favorable opinionsopinions of Xxxxx, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx Xxxxx & Xxxxxxxx LLPXxxxx, counsel for Targathe Seller and FMC, the Seller, the Originators and the Servicer covering as to such matters as the Administrator or any Purchaser Agent may reasonably request, including, including without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on limitation as to the search results referred to in clause (f) above and "true sale" nature of transfer of the officer’s certificate referred to in clause (c) above)Receivables contemplated by the First-Tier Agreement. (hH) Satisfactory results of The Agent shall have received a reviewpro-forma Investor Report, field examination and audit (performed by representatives which shall evidence compliance with the terms of the Administrator) of the Servicer’s collectionProgram Documents, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of after giving credit to the initial Purchase transfer of an interest in Receivables under this Agreement. (iI) A pro forma Information Package representing FMC shall have established the performance of FMC Deposit Accounts and Lock-Boxes and the Receivables Pool for Seller shall have established the most recent Fiscal Month before closingSeller Deposit Agreements and Lock-Boxes. (jJ) Evidence The conditions precedent set forth in Section 3.01(a) of payment the First-Tier Agreement shall have been fully satisfied. (b) The initial purchase of a Receivable Interest originated by FMCW under this Agreement is subject to the Seller conditions precedent that the Agent 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 Agent: (A) A certificate of the Secretary or Assistant Secretary of FMCW certifying (i) as to its certificate of incorporation and by-laws, (ii) as to the resolutions of its Board of Directors approving the Program Documents to which it is a party and the transactions contemplated hereby and thereby, (iii) that its representations and warranties set forth in the First-Tier Agreement are true and correct, and (iv) the incumbency and specimen signature of each of its officers authorized to execute the Program Documents. (B) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial transfer under the UCC of all accrued and unpaid fees jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests in the Pool Receivables (including those the Pool Receivables originated by FMCW) and the Related Security with respect thereto contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee LetterFirst-Tier Agreement. (kC) Good standing certificates 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 Receivables originated by FMCW or Contracts or Related Security with respect to each of the Seller, each Originator and the Servicer issued thereto previously granted by the Secretary of State (or similar official) of the state of each such Person’s organization or formationFMCW. (lD) Such Completed requests for information, dated on or before the date of such initial transfer, listing the financing statements referred to in subsection (C) above and all other information effective financing statements filed in the jurisdictions referred to in subsection (C) above that name FMCW as debtor, together with respect copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security). (E) Favorable opinions of Xxxxx, Xxxxx & Xxxxx, counsel for the Seller and FMCW, as to the Receivables such matters as the Administrator or any Purchaser Agent may reasonably request, including without limitation as to the "true sale" nature of transfer of the Receivables contemplated by the First-Tier Agreement. (mF) Such other approvalsinstruments, opinions or certificates and documents as the Administrator or any Purchaser Agent may have reasonably requestrequested.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Administrative Agent shall have received on or before the date of such PurchasePurchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrator Administrative Agent and each Purchaser Agent the followingPurchaser: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as of the Closing DateThis Agreement, each duly executed by the parties thereto.hereto; (b) Copies of: A copy of the resolutions of the Board of Directors of each Terra Party (ior, in the case of a partnership, of the general partner of such Terra Party) resolutions authorizing approving the execution, delivery and performance of each Agreement Document to be delivered by Targa, the Seller, each Originator it hereunder or in connection herewith and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.transactions contemplated thereby; (c) Good standing certificates for each Terra Party issued by the Secretaries of State of the state of such Person's incorporation and such Person's principal place of business as of a recent date; (d) A certificate of the Secretary or Assistant Secretary of Targaeach Terra Party (or, in the Sellercase of a partnership, of the Originators and the Servicer general partner of such Terra Party) certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign the Agreement Documents to be delivered by it hereunder or in connection herewith (on which certificate the Administrative Agent and Purchasers may conclusively rely until such time as the Administrative Agent shall receive from such Person a revised certificate meeting the requirements of this Agreement subsection (d)); (e) The Articles of Incorporation of each Terra Party that is a corporation duly certified by the Secretary of State of the state of such Person's incorporation as of a recent date acceptable to Administrative Agent, together with a copy of the By-laws of such Person, duly certified by the Secretary or an Assistant Secretary of such Person; in the case of each Terra Party that is a partnership, a copy of such Person's partnership agreement, duly certified by the Secretary or an Assistant Secretary of the general partners; in the case of each Terra Party that is a limited liability company, a copy of such Person's certificate of formation and operating agreement duly certified by the Secretary or an Assistant Secretary of a member; (f) Acknowledgment copies of proper Financing Statements (Form UCC-1), filed on or prior to the date of the initial Purchase, naming (i) each Originator as the debtor and seller of Receivables, Seller as the secured party and purchaser and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Administrative Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator assignee and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, (ii) Seller as the case may be. (d) Financing statements, in form debtor and substance suitable for filing, each to be sent for filing by the Administrator on seller of Receivables or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named an undivided interest therein in order to perfect the interests of the Seller and the Administrator (Administrative Agent, for the benefit of the Purchaser Agents Purchasers, as the secured party and purchaser, or other, similar instruments or documents, as may be necessary or, in the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator opinion of the termination Administrative Agent, desirable under the UCC or release any comparable law of Adverse Claims of any Person all appropriate jurisdictions to perfect Seller's and Purchasers' interests in any the Pool Assets, together with UCC ; and termination statements or partial releases, in form and substance suitable for filing, releases with respect to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements Financing Statement filed with the secretary of state in such jurisdiction, by any other Person that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on covers any Pool Assets (other than those which have been released as described in the preceding clause (e)).Asset; (g) Favorable opinions, addressed A search report provided in writing to the Administrator, each Purchaser, each Purchaser Administrative Agent and each Liquidity Provider, in form and substance reasonably satisfactory by LEXIS Document Services (or other report acceptable to the Administrator and each Purchaser Administrative Agent), of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator listing all effective financing statements that name Seller or any Purchaser Agent may reasonably request, including, without limitation, organizational Originator as debtor or seller and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on that are filed in the search results referred jurisdictions in which filings were made pursuant to in clause subsection (f) above and in such other jurisdictions as the officer’s certificate referred Administrative Agent shall reasonably request, together with copies of such financing statements (none of which shall cover any Pool Asset, except for those for which releases have been delivered to in clause (c) abovethe Administrative Agent).; (h) Satisfactory results Duly executed copies of a review, field examination and audit (performed by representatives Lock-Box Agreements with each of the Administrator) Lock-Box Banks and duly executed copies of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of Bank Notice to each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Collection Banks; (i) A pro forma Information Package representing Opinions of XxXxxxxxx, Will & Xxxxx, counsel to the performance Terra Parties in substantially the form of Exhibit 5.01(i)-1 and 5.01(i)-2, respectively, and of Xxxxxx Xxxxxxxxx, general counsel to the Receivables Pool for Terra Parties substantially in the most recent Fiscal Month before closing.form of Exhibit 5.01(i)-3; (j) Evidence of payment The Purchase and Sale Agreement, duly executed by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter)parties thereto, costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter.Initial Purchaser Notes, duly executed by Seller; (k) Good standing certificates with respect Such powers of attorney as the Administrative Agent shall reasonably request to each of enable the Seller, each Originator Administrative Agent to collect all amounts due under any and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation.all Pool Receivables; (l) Such other A duly executed copy of a Periodic Report calculated as of July 31, 1996 (or such later date as information is available); (m) A field review report by Price Waterhouse, dated October 30, 1995, with respect to a field review of the Originators' books and records relating to the Receivables (which is hereby acknowledged to have been received); (n) The Fee Letter duly executed by Seller; (o) A listing by Obligor of all Eligible Receivables in the Receivables Pool as of the Administrator or most recent Month End Date; (p) The Parent Agreement duly executed by the Parent; and (q) Such other documents, opinions and instruments as any Purchaser or the Administrative Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Initial Purchase under this Agreement is subject to the following conditions precedent that the Administrator and each Purchaser Agent shall have received on or before the date of such Purchasepurchase, each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator: (a) A counterpart of this the Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed by the parties thereto. (b) Copies Certified copies of: (i) the resolutions of the Board of Directors of each of the Seller, the Originators and Peabody authorizing the execution, delivery and performance by Targa, the Seller, each Originator the Originators and Peabody, as the Servicer case may be, of this the Agreement and the other Transaction Documents to which it is a party; (ii) evidence of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to this the Agreement and the other Transaction Documents; Documents and (iii) the organizational documents certificate of Targaincorporation and by-laws or limited liability company agreement, as applicable, of the Seller, each Originator the Originators and the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of statePeabody. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, each of the Originators and the Servicer Peabody certifying the names and true signatures of its officers who are authorized to sign this the Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator the Originators or the ServicerPeabody, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator the Originators or the ServicerPeabody, as the case may be. (d) Financing statementsProper financing statements (Forms UCC-1 and UCC-3), in form and substance suitable for filing, each to be sent for filing by the Administrator duly executed on or before the Closing Date date of such initial purchase suitable for filing under the UCC of all jurisdictions that the jurisdiction of organization of the debtor named therein Administrator may deem necessary or desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) Issuer contemplated by this the Agreement, the Contribution Agreement and the Sale Agreement. (e) Evidence satisfactory to Proper financing statements (Form UCC-3), duly executed and suitable for filing under the UCC of all jurisdictions that the Administrator of the termination may deem, if any, necessary or desirable to release of Adverse Claims all security interests and other rights of any Person in any Pool Assetsthe Receivables, together with UCC termination statements Contracts or partial releasesRelated Security previously granted by the Originators, in form and substance suitable for filing, to terminate Peabody or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filedSeller. (f) Completed UCC search reports from the State of Delawarereports, dated within 10 Business Days prior to on or shortly before the Closing Datedate of the initial purchase hereunder, listing all the financing statements filed with the secretary of state in such jurisdiction, all applicable jurisdictions referred to in subsection (e) above that name Targathe Originators, any Originator Peabody or the Seller as debtor debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than such Adverse Claims as to which those which have been released as described financing statements (Form UCC-3) referred to in the preceding clause subsection (e))) above shall terminate. (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, of Xxxxxxxxx & of: (i) Xxxxxxxx LLPXxxxxx, counsel for Targathe Seller, the Originators, and Peabody, and (ii) Xxxxxxx Xxxxxxx, General Counsel to the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above)Peabody. (h) Satisfactory results of a review, field examination review and audit (performed by representatives of the Administrator) of the Servicer’s 's collection, operating and reporting systems, the Credit and Collection Policy of each the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s 's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase purchase under this the Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month calendar month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and then due and payable on the Closing Datedate thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 5.4 of this the Agreement and the Fee Letter. (k) The Fee Letter duly executed by the Seller and the Servicer. (l) Good standing certificates with respect to each of the Seller, each Originator the Originators, and the Servicer Peabody issued by the Secretary of State (or similar official) of the state of each such Person’s 's organization or formationformation and principal place of business. (lm) Such The Liquidity Agreement and all other Transaction Documents duly executed by the parties thereto. (n) All information with respect to the Receivables as the Administrator or any Purchaser Agent the Issuer may reasonably request. (mo) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAgent: (a) A counterpart of this Agreement and the other Transaction Documents to be dated as copy of the Closing Date, resolutions of the Board of Directors of each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, of the Seller, each Originator APR, UPAC, UPAC of California and Parent approving this Agreement, the Servicer of this Agreement Purchase and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Sale Agreement and the other Transaction Documents; , as applicable, to be delivered by them hereunder and the transactions contemplated hereby and thereby, certified in each case by its respective Secretary or Assistant Secretary; (b) Good standing certificates (i) for each of Seller, APR and Parent issued by the Secretaries of State of Delaware and Kansas, as applicable, (ii) for UPAC issued by the Secretaries of State of Missouri and Kansas, and (iii) the organizational documents for UPAC of Targa, the Seller, each Originator and the Servicer, in each case, certified California issued by the Secretary or Assistant Secretary Secretaries of the applicable party and, in the case State of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of stateCalifornia and Kansas. (c) A certificate of the Secretary or Assistant Secretary of Targa, each of the Seller, the Originators APR, UPAC, UPAC of California and the Servicer Parent certifying the names and true signatures of its the officers who are authorized on their behalf to sign sign, as applicable, this Agreement, the Purchase and Sale Agreement and the other Transaction Documents to be delivered by them hereunder (on which it is a party. Until certificate the Administrator Agent and each Purchaser may conclusively rely until such time as the Agent receives a subsequent incumbency certificate shall receive from Targa, the Seller, an Originator or the ServicerAPR, UPAC, UPAC of California and/or Parent, as applicable, a revised certificate meeting the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.requirements of this subsection (c) ); (d) The Articles of Incorporation of Seller, APR, UPAC, UPAC of California and Parent, duly certified by the Secretary of State of their respective states of incorporation, as of a recent date acceptable to the Agent, together with a copy of the By-laws of Seller, APR, UPAC, UPAC of California and Parent, duly certified by the Secretary or an Assistant Secretary of Seller, APR, UPAC, UPAC of California, or Parent, respectively; (e) Copies of acknowledgment copies of (i) proper Financing statementsStatements (Form UCC-1), naming APR, as Originator, as the assignor of Receivables, Seller, as secured party/purchaser, and Purchaser as assignee of such Financing Statements, (ii) proper Financing Statements (Form UCC-1), naming UPAC as the assignor of Receivables, Seller as secured party/purchaser, and Purchaser as assignee of such Financing Statements, (iii) proper Financing Statements (Form UCC-1), naming UPAC of California as the assignor of Receivables, Seller as secured party/purchaser, and Purchaser as assignee of such Financing Statements, (iv) proper Financing Statements (Form UCC-1), naming Seller as the assignor of Receivables or an undivided interest therein and Purchaser as assignee and (v) proper terminations of Financing Statements (Form UCC-3), terminating any and all Financing Statements which cover any Receivable or Contract; (f) Copies of search reports (including tax, UCC, ERISA and judgment liens) provided in writing to the Agent, listing all effective financing statements that name Seller, APR, UPAC or UPAC of California as debtor and that are filed in or relate to the jurisdictions in which filings were made pursuant to subsection (e) above, together with copies of such financing statements (none of which shall cover any Receivables or Contracts); (g) Duly executed Lock-Box Agreements with the Lock-Box Banks; (h) Duly executed Purchase and Sale Agreement; (i) Duly executed Custody Agreement; (j) Duly executed Backup Servicing Agreement; (A) Opinion of Polsinelli, White, Xxxxxxxx & Xxxxxxx, counsel to Seller and the Originators as to perfection, authority and other matters and (B) Opinion of Hillix, Brewer, Hoffhaus, Whittaker & Xxxxxx, L.L.C., counsel to Parent, as to authority and other matters, in substantially the forms and attached as Exhibit 5.01(k)- 1 and 5.01(k)-2 ; (l) Opinions of Polsinelli, White, Xxxxxxxx & Shalton, counsel to Seller, as to "true sale" and "non-substantive consolidation" in substantially the forms attached as Exhibits 5.01(l)-1 and 5.01(l)- 2 ; (m) [Reserved]; (n) Such sublicenses as Purchaser or the Agent shall require with regard to all programs leased by Seller, APR, UPAC or UPAC of California and used in the servicing of the Receivables Pool; (o) Such powers of attorney as Purchaser or the Agent shall reasonably request to enable them to collect all amounts due under any and all Pool Receivables; (p) Evidence that each of the Originators and the Seller has marked its master data processing records to reflect Purchaser's undivided ownership interest in each Pool Receivable; (q) Pay-Off Letters executed by (i) each of Clipper Receivables Corporation, State Street Boston Capital Corporation as administrator and program administrator, Norwest Bank Minnesota, National Association and each of the financial institutions party to a certain Liquidity Asset Purchase Agreement dated as of October 20, 1995 among such parties and the Seller, and (ii) Bank of Boston in connection with that certain Restated Secured Credit Agreement dated as of July 29, 1994 (as amended) among UPAC, UPAC of California, Bank of Boston, and Sumitomo Bank Ltd., in each case, substantially in the form of Exhibit 5.01(q)-1 and 5.01(q)-2 , respectively; (r) An executed copy of the Tax Sharing Agreement among Parent and its "affiliated group of companies" (including APR, UPAC, UPAC of California and Seller), a copy of which is attached as Exhibit 5.01(r) ; (i) A Settlement Statement, prepared in respect of the proposed initial Purchase, assuming a Cut-Off Date of November 30, 1996, (ii) a Weekly Report covering the week ended December 20, 1996, (iii) schedule of information for Receivables included in the initial Purchase in an electronic format acceptable to the Agent, and (iv) implementation of Settlement reporting procedures and formats satisfactory to the Agent; (t) A report in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator Agent as to a pre-closing due diligence audit of the termination or release of Adverse Claims of any Person in any Pool AssetsReceivables, together with UCC termination statements or partial releases, in form the Servicer and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.Servicer's procedures by BDO Xxxxxxx; (fu) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)).Duly executed Liquidity Agreement; (gv) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Duly executed Fee Letter; (hw) Satisfactory results Certified copy of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originatorof APR, historical receivables data UPAC and accountsUPAC of California; (x) Satisfactory completion of due diligence (including the collateral audit) by the Agent; (y) Letters from the rating agencies then rating the Commercial Paper Notes, including satisfactory results of a review confirming in effect that the existing ratings of the Servicer’s operating location(s) and satisfactory review and approval of Commercial Paper Notes will remain in effect after giving effect to the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.transactions contemplated hereby; (iz) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing.Arrangement Fee; and (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (laa) Such other further documents, certificates, information with respect to and/or approvals as Purchaser, the Receivables as the Administrator Agent or any Purchaser Agent may Liquidity Bank shall reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase and contribution hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseInitial Closing Date, the following, each (unless otherwise indicated) dated the Initial Closing Date, and each in form form, substance and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Company and each Purchaser Agent the followingAgent: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Managers of Seller approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of Seller; (b) Certificate of Existence for Seller issued as of a recent date by the applicable party and, in the case Secretary of good standing certificates, certificates State of qualification, certificates of formation or similar documents, the applicable secretary of state.Delaware; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Seller certifying the names and true signatures of its the officers who are authorized on Seller's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and Servicer (if other than Seller) may conclusively rely until such time as the Company and the Servicer shall receive from Seller a revised certificate meeting the requirements of this subsection (c); (d) The Certificate of Limited Liability Company of Seller, duly certified by the Secretary of State of Delaware as of a recent date, together with a copy of the Operating Agreement of Seller, duly certified by the Secretary or Assistant Secretary of Seller; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name Seller as the assignor and the Company as the assignee (and Agent, on behalf of the Lenders, as assignee of the Company) of the Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's ownership interest in all Receivables and Related Rights in which the ownership interest may be assigned to it hereunder; (f) A written search report from a Person satisfactory to Servicer and the Agent listing all effective financing statements that name Seller as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e) shall cover any Receivable or any Related Right related to any Receivable) which is to be sold to the Company hereunder, and tax and judgment lien search reports from a Person satisfactory to Servicer and the Agent showing no evidence of such liens filed against Seller; (g) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until the Administrator be executed and delivered in connection herewith and (ii) that each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory conditions precedent to the Administrator execution, delivery and effectiveness of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior other Transaction Documents has been satisfied to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Company's satisfaction; and (h) Satisfactory results A certificate from an officer or other appropriate manager of a review, field examination Seller to the effect that Servicer and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence Seller have placed on the date of most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD BY PACKAGING CORPORATION OF AMERICA TO PACKAGING CREDIT COMPANY, LLC AND THEN SOLD BY PACKAGING CREDIT COMPANY, LLC TO PACKAGING RECEIVABLES COMPANY, LLC; AND A SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED BY PACKAGING RECEIVABLES COMPANY, LLC TO WACHOVIA BANK, N.A., AS AGENT. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Company and the Administrator and each Purchaser Agent (as the Company’s assignee) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable reasonably satisfactory to the Company and the Administrator and each Purchaser Agent (as the following:Company’s assignee): (a) A counterpart copy of this Agreement and the other resolutions of the board of directors or managers of each Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Originator; (b) Good standing certificates for each Originator issued as of a recent date reasonably acceptable to the applicable party and, in Company and the case Administrator (as the Company’s assignee) by the Secretary of good standing certificates, certificates State of qualification, certificates the jurisdiction of formation or similar documents, the applicable secretary such Originator’s organization and each jurisdiction where such Originator conducts a substantial amount of state.business; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Originator certifying the names and true signatures of its the officers who are authorized on such Person’s behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which it is a party. Until certificate the Servicer, the Company and the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa(as the Company’s assignee) may conclusively rely until such time as the Servicer, the SellerCompany and the Administrator (as the Company’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator duly certified by the Secretary of State of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws or limited liability company agreement of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) Originals of the proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit of the Purchasers, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Company’s or the ServicerAdministrator’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest in all Receivables and Related Rights (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Company hereunder; (f) A written search report from a Person reasonably satisfactory to the Company and the Administrator (as the Company’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date), listing all financing statements filed with shall cover any Receivable or any Related Rights which are to be sold or contributed to the secretary of state in such jurisdictionCompany hereunder), that name Targa, any Originator or and tax and judgment lien search reports from a Person reasonably satisfactory to the Seller as debtor Company showing no Adverse Claims on evidence of such liens filed against any Pool Assets (other than those which have been released as described in the preceding clause (e)).Originator; (g) Favorable opinionsA favorable opinion of Xxxxx & Xxxxxx L.L.P., addressed counsel to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity ProviderOriginators, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators Company and the Servicer covering such matters Administrator (as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officerCompany’s certificate referred to in clause (c) aboveassignee).; (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy A Company Note in favor of each Originator, historical receivables data and accounts, including satisfactory results of a review of duly executed by the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Company; (i) A pro forma Information Package representing the performance Evidence (i) of the Receivables Pool for execution and delivery by each of the most recent Fiscal Month before closing.parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrator’s (as the Company’s assignee) reasonable satisfaction; and (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable that such Originator has placed on the Closing Datemost recent, including any such costsand has taken all steps reasonably necessary to ensure that there shall be placed on subsequent, fees and expenses arising under or referenced in Section 6.4 of this Agreement and summary master data processing reports the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD TO SWIFT RECEIVABLES COMPANY II, LLC XXXXXXXX TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JUNE 8, 2011, BETWEEN THE XXXXXXXXXXX NAMED THEREIN AND SWIFT RECEIVABLES COMPANY II, LLC; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO PNC BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE PURCHASERS UNDER THE RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 8, 2011, AMONG SWIFT RECEIVABLES COMPANY II, LLC, SWIFT TRANSPORTATION SERVICES, LLC, AS XXXXXXXX, THE VARIOUS PURCHASERS AND PURCHASING AGENTS FROM TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR AND LC BANK. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.”

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator Buyer and each Purchaser Agent Regions Bank (as the Buyer’s assignee) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator Buyer and each Purchaser Agent Regions Bank (as the following:Buyer’s assignee): (a) A counterpart a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be dated as of the Closing Date, each duly executed and delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of such Originator; (b) good standing certificates, certificates for each Originator issued as of qualification, certificates of formation or similar documents, a recent date acceptable to the applicable secretary of state. Buyer and Regions Bank (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (dBuyer’s assignee) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state jurisdiction of such Originator’s organization or formation and each other jurisdiction where such Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of each Originator, certifying the names and true signatures of the officers authorized on such Person’s organization or formation.behalf to sign this Agreement and the other Transaction Documents to be executed and delivered by it (on which certificate the Buyer and Regions Bank (as the Buyer’s assignee) may conclusively rely until such time as the Buyer and Regions Bank (as the Buyer’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (ld) Such the certificate or articles of incorporation or other information organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with respect a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and Regions Bank, as secured party/assignee) of the Receivables generated by such Originator as may be necessary or, in the Buyer’s or Regions Bank’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Receivables Buyer and Regions Bank (as the Administrator Buyer’s assignee) listing all effective financing statements that name any Originator as debtor or seller and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Purchaser Agent may reasonably request.Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and Regions Bank (as the Buyer’s assignee) showing no evidence of such liens filed against such Originator; (mg) Such favorable opinions of counsel to the Originators, in form and substance satisfactory to the Buyer and Regions Bank; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Buyer; (i) bankruptcy filing search reports against each of the Originators in its state of incorporation and in the state where its chief executive office is located, and (j) evidence (i) of the execution and delivery by each of the parties thereto of each of the other approvalsTransaction Documents to be executed and delivered by it in connection herewith and (ii) that each of the conditions precedent to the execution, opinions or documents delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and Regions Bank’s (as the Administrator or any Purchaser Agent may reasonably requestBuyer’s assignee) satisfaction.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Servicer (on the Company's behalf) shall have received received, on or before the date of such PurchaseClosing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent Servicer (acting on the following:Company's behalf): (a) An Originator Assignment Certificate in the form of Exhibit C from the Originator, duly completed, executed and delivered by the Originator; (b) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of the Originator approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.Originator; (c) Good standing or validly subsisting certificates for the Originator issued as of a recent date acceptable to the Servicer by the Secretary of State of the jurisdiction of the Originator's organization and each jurisdiction where the Originator is qualified to transact business; (d) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer Originator certifying the names and true signatures of its the officers who are authorized on such Person's behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is certificate the Servicer and the Company may conclusively rely until such time as the Servicer shall receive from such Person a revised certificate meeting the requirements of this clause (d)); (e) Copies of the certificate or articles of incorporation or other organizational document of the Originator duly certified by the Secretary of State of the jurisdiction of the Originator's organization as of a recent date, together with a copy of the by-laws of the Originator, each duly certified by the Secretary or an Assistant Secretary of the Originator; (f) Originals of the proper financing statements (Form UCC-1) that have been duly executed and name the Originator as the debtor/seller and the Company as the secured party. Until /purchaser (and the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from TargaIssuer, as assignee of the SellerCompany) of the Receivables generated by the Originator as may be necessary or, an Originator in the Servicer's or the ServicerAdministrator's opinion, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date desirable under the UCC of the jurisdiction of organization of the debtor named therein in order all appropriate jurisdictions to perfect the interests of the Seller Company's ownership interest in all Receivables and the Administrator such other rights, accounts, instruments and moneys (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory to the Administrator of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational Related Security) in which an ownership or security interest may be assigned to it hereunder; (g) A written search report from a Person satisfactory to the Servicer listing all effective financing statements that name the Originator as debtor or seller and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on that are filed in the search results referred jurisdictions in which filings were made pursuant to in the foregoing clause (f) above and ), together with copies of such financing statements (none of which, except for those described in the officer’s certificate referred to in foregoing clause (c) abovef)., shall cover any Receivable or any Related Rights which are to be sold to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Servicer showing no evidence of such liens filed against the Originator; (h) Satisfactory results A favorable opinion of a reviewMorgan, field examination Lewis & Bockius LLP, counsel to the Originator, in form and audit (performed by representatives of xxxxxxxxx xxxisfactory to the Servicer and the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing[Intentionally Omitted.] (j) Evidence A certificate from an officer of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses Originator to the extent invoiced effect that the Servicer and due and payable the Originator have placed on the Closing Datemost recent, including any such costsand have taken all steps reasonably necessary to ensure that there shall be placed on each subsequent, fees and expenses arising under data processing report that the Originator generates which are of the type that a proposed purchaser or referenced in Section 6.4 of this Agreement and lender would use to evaluate the Fee LetterReceivables, the following legend (or the substantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD BY UGI ENERGY SERVICES, INC. TO ENERGY SERVICES FUNDING CORPORATION PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 30, 2001, AS MAY BE AMENDED FROM TIME TO TIME, BETWEEN UGI ENERGY SERVICES, INC. AND ENERGY SERVICES FUNDING CORPORATION, AS PURCHASER; AND AN UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN SOLD TO MARKET STREET FUNDING CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 30, 2001 AS MAY BE AMENDED FROM TIME TO TIME, AMONG ENERGY SERVICES FUNDING CORPORATION, AS SELLER, UGI ENERGY SERVICES, INC., AS SERVICER, MARKET STREET FUNDING CORPORATION, AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR"; and (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent the Issuer may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement purchase and contribution hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent Company shall have received received, on or before the date of such PurchaseInitial Closing Date, the following, each (unless otherwise indicated) dated the Initial Closing Date, and each in form form, substance and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator Company and each Purchaser Agent the followingAdministrative Agent: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Seller approving the Transaction Documents to be dated as of the Closing Date, each duly executed delivered by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator it and the Servicer of this Agreement transactions contemplated hereby and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each casethereby, certified by the Secretary or Assistant Secretary of such Seller; (b) Good standing certificate for each Seller issued as of a recent date by the applicable party and, in Secretary of State of the case jurisdiction of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state.its incorporation; (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Seller certifying the names and true signatures of its the officers who are authorized on such Seller's behalf to sign the Transaction Documents to be delivered by it (on which certificate the Company and the Master Servicer (if other than MascoTech) may conclusively rely until such time as the Company and the Master Servicer shall receive from such Seller a revised certificate meeting the requirements of this Agreement subsection (c); (d) The articles of incorporation of such Seller, duly certified by the Secretary of State of the jurisdiction of its incorporation as of a recent date, together with a copy of the by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (e) Copies of the proper financing statements (Form UCC-1) that have been duly executed and name each Seller as the assignor and the Company as the assignee (and the Administrative Agent, as agent for the Secured Parties, as assignee of the Company) of the Transferred Receivables and the Related Rights or other, similar instruments or documents, as may be necessary or, in the Master Servicer's or the Administrative Agent's opinion, desirable under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect the Company's interest in all such Receivables and Related Rights in which such interest may be assigned to it hereunder; (f) A written search report from a Person satisfactory to the Master Servicer and the Administrative Agent listing all effective financing statements that name any Seller (and, in the case of MascoTech, any Participating Division) as debtor or assignor and that are filed in the jurisdictions in which filings are proposed to be made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e) shall cover any Transferred Receivable or any Related Right related to any such Receivable which is to be sold to the Company hereunder), and tax and judgment lien search reports from a Person satisfactory to the Master Servicer and the Administrative Agent showing no evidence of such liens filed against any Seller (and, in the case of MascoTech, any of MascoTech or any Participating Division); (g) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to which it is a party. Until the Administrator be executed and delivered in connection herewith and (ii) that each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be. (d) Financing statements, in form and substance suitable for filing, each to be sent for filing by the Administrator on or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement. (e) Evidence satisfactory conditions precedent to the Administrator execution, delivery and effectiveness of the termination or release of Adverse Claims of any Person in any Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed. (f) Completed UCC search reports from the State of Delaware, dated within 10 Business Days prior other Transaction Documents has been satisfied to the Closing Date, listing all financing statements filed with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).Company's satisfaction; (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy The Initial Seller Notes in favor of each OriginatorSeller, historical receivables data and accounts, including satisfactory results of a review of each duly executed by the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Company; and (i) A pro forma Information Package representing certificate from an officer of each Seller to the performance of effect that the Receivables Pool for Master Servicer and each Seller have placed on the most recent Fiscal Month before closing. (j) Evidence of payment by recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, summary master control data processing reports the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State following legend (or similar official) of the state of each such Person’s organization or formationsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO MTSPC, INC. PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JUNE 22, 2000, AS AMENDED FROM TIME TO TIME, AND AN OWNERSHIP AND SECURITY INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED AND ASSIGNED TO BLUE RIDGE ASSET FUNDING CORPORATION, PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 22, 2000, AMONG MTSPC, INC. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request, BLUE RIDGE ASSET FUNDING CORPORATION AND CERTAIN OTHER PARTIES, AS AMENDED FROM TIME TO TIME. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request."

Conditions Precedent to Initial Purchase. The initial ---------------------------------------- Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received received, on or before the date of such PurchaseInitial Funding Date, the following, each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the followingAdministrator: (a) A counterpart copy of this Agreement and the other resolutions of the Board of Directors of each Transferor approving the Transaction Documents to be dated as of delivered by it and the Closing Datetransactions contemplated thereby, each duly executed certified by the parties thereto.its Secretary or Assistant Secretary; (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, A good standing certificate for each Originator and the Servicer of this Agreement and the other Transaction Documents to which it is a party; (ii) evidence of other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; and (iii) the organizational documents of Targa, the Seller, each Originator and the Servicer, in each case, certified Transferor issued by the Secretary or Assistant Secretary jurisdiction of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of stateits formation. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer each Transferor certifying the names and true signatures of the officers authorized on its officers who are authorized behalf to sign this Agreement and the other Transaction Documents to be delivered by it (on which it is a party. Until certificate the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicer, may conclusively rely until such time as the case may be, Administrator shall receive from Seller a revised certificate meeting the Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.requirements of this subsection (c)); --------------- (d) Financing statementsThe organizational documents of each Transferor, in form and substance suitable for filing, each to be sent for filing duly certified by the Administrator on its Secretary or before the Closing Date under the UCC of the jurisdiction of organization of the debtor named therein in order to perfect the interests of the Seller and the Administrator (for the benefit of the Purchaser Agents and the Purchasers) contemplated by this Agreement and the Sale Agreement.Assistant Secretary; (e) Evidence satisfactory Such proper financing statements (Form UCC-1), to be filed against the Administrator Transferors, as may be necessary or, in the opinion of the termination Administrator, desirable under the UCC or release any comparable law of Adverse Claims of any Person all appropriate jurisdictions to perfect Purchaser's interests in any the Pool Assets, together with UCC termination statements or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.; (f) Completed UCC A search reports from the State of Delaware, dated within 10 Business Days prior report provided in writing to the Closing DateAdministrator, listing all effective financing statements that name a Transferor as debtor and that are filed with in the secretary of state jurisdictions in which filings were made pursuant to subsection (e) above and in such jurisdictionother jurisdictions -------------- that Administrator shall reasonably request, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on together with copies of such financing statements (none of which shall cover any Pool Assets (other than those which have been released as described in the preceding clause (eAssets)).; (g) A list of the Lock-Box Banks, and duly executed copies of Lock-Box Agreements with each of the Lock-Box Banks; (h) Favorable opinions, addressed opinions of counsel to the Administrator, each Purchaser, each Purchaser Agent and each Liquidity ProviderTransferors, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering with respect to such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to are set forth in clause (f) above and the officer’s certificate referred to in clause (c) aboveSchedule 5.01(h). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.; (i) Such powers of attorney as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (j) A pro forma Information Package representing Package, prepared in respect of --- ----- the performance proposed initial Purchase, assuming a Cut-Off Date of no more than 3 Business Days prior to the Initial Funding Date; (k) Fully executed copies of the Receivables Pool for First Tier Agreement, the most recent Fiscal Month before closing.Second Tier Agreement, the Spread Account Agreement, the ES Agreement, the SA Bank Security Agreement and the Specified Supplement, each of which agreements shall be in form and substance reasonably satisfactory to the Administrator; (jl) Evidence of payment The Liquidity Agreements, each duly executed by Purchaser, the Liquidity Agent and each Liquidity Bank; (m) Written approval by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent invoiced and due and payable on the Closing Date, including any such costs, fees and expenses arising under or referenced in Section 6.4 Credit Bank of this Agreement and the transactions contemplated hereby; (n) Letters from the rating agencies then rating the Commercial Paper Notes, confirming in effect that the existing ratings of the Commercial Paper Notes will remain in effect after giving effect to the transactions contemplated hereby; and (o) The Fee Letter, duly executed by Seller. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation. (l) Such other information with respect to the Receivables as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement hereunder is subject to the conditions condition precedent that the Administrator and each Purchaser Agent shall have received received, on or before the date of such Purchase, the following, each (unless otherwise indicated) dated such date and in form and substance (including the date thereof) reasonable reasonably satisfactory to the Administrator and each Purchaser Agent the followingAdministrator: (a) Good standing (and foreign qualification, as applicable) certificates for each Originator and Seller issued by the Secretaries of State of the jurisdictions of their incorporation or formation and their respective principal places of business; (b) A counterpart certificate of the Secretaries of Feed and Seller in form and substance reasonably satisfactory to the Administrator certifying (i) a copy of the resolutions of its Board of Directors approving this Agreement and the other Transaction Documents to be dated as delivered by it hereunder and the transactions contemplated hereby; (ii) the names and true signatures of the Closing Date, each duly executed by the parties thereto. (b) Copies of: (i) resolutions authorizing the execution, delivery and performance by Targa, the Seller, each Originator and the Servicer of officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which it is certificate the Administrator and the Purchasers may conclusively rely until such time as the Administrator shall receive from Feed or Seller, as the case may be, a partyrevised certificate meeting the requirements of this subsection (b)); (iiiii) evidence a copy of its by-laws, operating agreement or equivalent organizational document(s); and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents; ; (c) The Certificate of Formation of each of Seller and (iii) the organizational documents of TargaFeed, the Seller, each Originator and the Servicer, in each case, duly certified by the Secretary or Assistant Secretary of State of the applicable party and, in the case of good standing certificates, certificates of qualification, certificates of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of Targa, the Seller, the Originators and the Servicer certifying the names and true signatures jurisdiction of its officers who are authorized to sign this Agreement and the other Transaction Documents to which it is a party. Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate from Targa, the Seller, an Originator or the Servicerformation, as the case may be, the Administrator and each Purchaser Agent shall be entitled of a recent date reasonably acceptable to rely on the last such certificate delivered to it by the Seller, such Originator or the Servicer, as the case may be.Administrator; (d) Financing statementsAcknowledgment copies or time-stamped receipt copies, in form and substance suitable for filingof proper financing statements (Form UCC-1), each filed prior to be sent for filing by the Administrator on or before the Closing Date under the UCC date of the jurisdiction of organization initial Purchase, naming (i) each of the Originators as the debtor named therein in order to perfect and seller of Receivables, Seller as the interests of the Seller secured party and the Administrator (purchaser and Administrator, for the benefit of the Purchaser Agents Purchasers, as the assignee, and (ii) Seller as the debtor and seller of Receivables or an undivided interest therein and Administrator, for the benefit of the Purchasers, as the secured party and purchaser, or other, similar instruments or documents, as may be necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect Seller's and the Purchasers) contemplated by this Agreement and ' interests in the Sale Agreement.Pool Assets, all of which financing statements the Administrator is hereby authorized to file; (e) Evidence satisfactory A search report provided in writing to and approved by the Administrator, which approval shall not be unreasonably withheld or delayed, listing all effective financing statements that name any Originator or Seller as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to subsection (d) above and in such other jurisdictions that Administrator shall reasonably request, together with copies of the termination or release such financing statements (none of Adverse Claims of any Person in which shall cover any Pool Assets, together with UCC unless executed termination statements and/or partial releases with respect thereto have been delivered to the Administrator), and tax and judgment lien search reports from a Person reasonably satisfactory to Servicer and the Administrator showing no evidence of such liens filed against any Originator or partial releases, in form and substance suitable for filing, to terminate or release such Adverse Claims as a matter of record, each to be sent for filing on or before the Closing Date in the jurisdiction in which the related initial financing statements were filed.Seller; (f) Completed UCC search reports from Duly executed copies of the State of Delaware, dated within 10 Business Days prior to the Closing Date, listing all financing statements filed Lockbox Agreements with the secretary of state in such jurisdiction, that name Targa, any Originator or the Seller as debtor showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)).Lockbox Banks; (g) Favorable opinionsopinions of (i) in-house counsel to each of the Originators and Seller as to corporate authority and (ii) Faegre & Xxxxxx LLP, addressed special counsel to each of the Administrator, each Purchaser, each Purchaser Agent Originators and each Liquidity ProviderSeller as to all other legal matters, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxxxx & Xxxxxxxx LLP, counsel for Targa, the Seller, the Originators and the Servicer covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (c) above).its counsel; (h) Satisfactory Such powers of attorney as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Assets; (i) A pro forma Servicer Report, prepared as of the date of the proposed initial Purchase, assuming a Cut-Off Date of December 7, 2001; (j) Reasonably satisfactory results of a reviewreview and audit, field examination and audit conducted by CoBank, of the Originators' (performed as deemed necessary by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each OriginatorPolicy, historical receivables data and accounts, including reasonably satisfactory results of a review of the Servicer’s Originators' operating location(s) locations and reasonably satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement.Purchase; (i) A pro forma Information Package representing the performance of the Receivables Pool for the most recent Fiscal Month before closing. (jk) Evidence of payment by the Seller out of the proceeds of the Initial Purchase of all accrued and unpaid fees Fees (including those contemplated by the Fee Letter), all of the costs and expenses of this transaction accrued or received prior to the extent invoiced and due and payable on date hereof, including, without limitation, attorneys' fees of the Closing DateAdministrator, plus such additional amounts of attorneys' fees as shall constitute the Administrator's reasonable estimate of attorneys' fees incurred or to be incurred by it through the closing proceedings, including any such costs, fees and expenses arising under or referenced payable in accordance with Section 6.4 of this Agreement and the Fee Letter. (k) Good standing certificates with respect to each of the Seller, each Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation.14.5; (l) The Purchase and Sale Agreement, duly executed by the Originators and Seller, and a copy of all documents required to be delivered thereunder; (m) The Bridge Loan Credit Agreement shall have been terminated and all amounts outstanding thereunder repaid concurrently with the initial Purchase hereunder; and (n) Such other information with respect to the Receivables documents, certificates or opinions as the Administrator or any Purchaser Agent may reasonably request. (m) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request.