Common use of Conditions Precedent to Initial Purchase Clause in Contracts

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the 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 purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser AgentLender: (a) A 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 executed and delivered by it and the transactions contemplated hereby and thereby, 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 Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization or formation; (c) a certificate of the Secretary or Assistant Secretary of the Seller and the Originator each Originator, certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller authorized on such Person’s behalf to sign this Agreement and the Originator authorized to sign the other Transaction Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent receives (as the Buyer’s assignee) and each Lender shall receive from such Person a subsequent incumbency 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 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) financing statements (Form UCC-1) in proper form for filing 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 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 Seller 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 Person pursuant to the Originatorapplicable 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 to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person reasonably satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (g) written opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer, the Administrative Agent and each Purchaser Agent shall be entitled to rely on Lender; (h) a copy of the last such certificate delivered to it Intercompany Loan Agreement entered into by the Seller or Servicer and the Originator.Buyer, duly executed by the Servicer and the Buyer; and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions evidence (if requiredi) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered by it in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (iiias the Buyer’s assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

Conditions Precedent to Initial Purchase. The initial purchase Purchase under the Original Agreement of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is an Eligible Asset was subject to the conditions precedent that the Administrative Agent and each Purchaser Agent shall have (i) completed a review, satisfactory to it in its sole discretion, of the Seller's billing, collection and reporting systems relating to the Receivables, including without limitation the Credit and Collection Policy, and (ii) received on or before the date of such purchase Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent: (a) The Certificate; (b) A copy of the resolutions adopted by the Board of Directors of the Seller approving the Original Agreement, the Certificate and the other documents to be delivered by it hereunder and the transactions contemplated hereby, certified by its Secretary or Assistant Secretary; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on its behalf to sign the Transaction Documents Original Agreement, the Certificate and the other documents to be signed delivered by it hereunder. Until hereunder (on which certificate the Administrative Agent and each Purchaser Owner may conclusively rely until such time as the Agent receives a subsequent incumbency certificate shall receive from the Seller or a revised certificate meeting the Originatorrequirements of this subsection (c)); (d) Secured Party's copies of proper Financing Statements (Form UCC-1), dated a date reasonably near to the date of the initial Purchase, naming the Seller as the assignor of Receivables and CNAI, as Agent, as assignee, or other, similar instruments or documents, as may be necessary or, in the case opinion of the Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the ownership interests in all Receivables in which an interest may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator.assigned hereunder; (be) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) Secured Party's copies of the resolutions proper Financing Statements (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsForm UCC-3), if any, with respect necessary to release all security interests and other rights, except the lien, if applicable, referred to in Section 4.01(h), of any person in the Receivables previously granted by the Seller; (f) A favorable opinion of Leon X. Xxxxx, Xxneral Counsel for the Seller, in substantially the form of Exhibit D hereto and as to such other matters as the Agent may reasonably request; (g) A favorable opinion of Shearman & Sterling, counsel for the Agent, as the Agent may reasonably request; and (h) An opinion of Shearman & Sterling, counsel for the Agent, addressed to the Performance Undertaking Agreement Investor and (iii) the names and true signatures dealer for the commercial paper of the officers thereof authorized Investor, as to sign the Performance Undertaking Agreementcorrectness of the representation and warranty of the Seller set forth in Section 4.01(m), in substantially the form previously delivered by the Agent to such counsel.

Conditions Precedent to Initial Purchase. The obligation of the Investor to make the initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent shall have received the following on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) Certified copies of the resolutions of the Board of Directors or managing partner of the Seller Seller, Xxxxx, Inc. and the each Originator approving the applicable Transaction Documents, (ii) Documents and certified copies of all documents evidencing other necessary corporate or company action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of Xxxxx, Inc., the Parent Seller and each Originator certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof of the Seller and such Originator authorized to sign the Performance Undertaking Transaction Documents and the other documents to be delivered by it hereunder and thereunder. (c) Copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Sale and Contribution Agreement. (d) Completed requests for information, dated on or before the Original Closing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller or the relevant Originator as debtor, together with copies of such financing statements (none of which shall cover any Receivables, Contracts, Related Security or the collateral security referred to in Section 2.11). (e) The favorable opinions of Xxxxx and Xxxxxxxxx LLP, counsel for the Seller and the Originators, and of internal counsel to the Originators, dated the date hereof, each substantially in the applicable forms set out in Annex F-1, F-2 and F-3 hereto, and as to such other matters as the Administrative Agent may reasonably request. (f) Executed copies of each Security Agreement, each Lock-Box Agreement, the Concentration Account Control Agreement and the Securities Account Control Agreement. (g) An executed copy of the Fee Agreement. (h) An executed copy of each other Transaction Document. (i) A copy of the articles of incorporation and by-laws or equivalent organizational documents of Xxxxx, Inc., the Seller and each Originator. (j) A certificate as to the good standing or full force and effect, as the case may be, and payment of franchise taxes of Xxxxx, Inc., the Seller and each other Originator that is organized under the laws of the State of Delaware, from the Secretary of State of Delaware or other official, dated as of a recent date. (k) A certificate as to the good standing and payment of franchise taxes of GLCC Originator from the Secretary of State of Ohio or other official, dated as of a recent date. (l) In respect of any financing statement identified in Schedule III hereto, an agreement between the Purchaser, the Administrative Agent and the secured party or parties identified in such financing statement confirming that such secured party or parties have no Adverse Interest, and/or releasing any such Adverse Interest, in respect of any Originator Receivables and otherwise in form and substance satisfactory to the Administrative Agent. (m) The Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of this Agreement and the other Transaction Documents (including, without limitation, that certain Fourth Amendment to the Sale Agreement, dated as of the Secretary or Assistant Secretary of Closing Date, among the Seller and parties thereto) executed by the Originator certifying parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator and the Originator Servicer. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or the OriginatorServicer, as the case may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by this Agreement and the Sale Agreement. (e) Acknowledgment copies, or Assistant Secretary time-stamped receipt copies, of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller. (f) [Reserved]. (g) Favorable opinions, addressed to each Rating Agency, 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 King & Spalding LLP, counsel for 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, noncontravention matters and certain bankruptcy matters (or, as agreed to by each Purchaser Agent, bring down or reliance letters relative to opinions delivered by such counsel under the Second Amended and Restated Receivables Purchase Agreement). (h) [Reserved]. (i) A pro forma Monthly Information Package representing the performance of the Receivables Pool for the calendar month before closing and pro forma Weekly Information Package representing the performance of the Receivables Pool for the calendar week before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date 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 Letters. (k) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. (l) 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. (m) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiin) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors Directors, the Managing Member or other managers of each of the Seller Seller, the Originators and York authorizing the execution, delivery and performance by the Seller, such Originator and York, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller and the Seller, each Originator and York. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and York certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorYork, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or York, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, York and the Administrator (on behalf of each Purchaser) contemplated by the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names Purchase and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase Purchase (other than with respect to the followingcondition set forth in paragraph (g), which such condition must be satisfied within 30 days of such Purchase), each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and Worthington authorizing the execution, delivery and performance by the Seller, such Originator and Worthington, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller and the Seller, each Originator and Worthington. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Worthington certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWorthington, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or Worthington, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, Worthington and the Administrator (on behalf of each Purchaser) contemplated by the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Second Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the such Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the each Originator and (iv) the names and true signatures of the officers of the Seller and the each Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the each Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the such Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the such Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the each Originator and (iv) the names and true signatures of the officers of the Seller and the each Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the each Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the such Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller and the Originator approving authorizing the applicable execution, delivery and performance by the Seller and the Originator, as the case may be, of the Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or limited liability company agreement, as applicable, of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (bc) A certificate of the Secretary or Assistant Secretary of the Parent Seller, the Originator and Church & Dwight certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the its officers thereof authorized who are xxxxxxized to sign the Performance Undertaking Agreement and the other Transaction Documents. Until the Administrator receives a subsequent incumbency certificate from the Seller, the Originator, or Church & Dwight, as the case may be, the Administrator shall be entitled to rely xx xxx last such certificate delivered to it by the Seller, the Originator, or Church & Dwight, as the case may be. (d) Proper financing statements, dxxx xxecuted or otherwise authenticated on or before the date of such initial purchase suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Seller and the Issuer contemplated by the Agreement and the Sale Agreement. (e) Proper financing statements (Form UCC-3), duly executed or otherwise authenticated and suitable for filing under the UCC of all jurisdictions that the Administrator may deem, if any, necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originator or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (e) above that name the Originator or the Seller as 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 financing statements (Form UCC-3) referred to in Subsection (e) above shall terminate. (g) Favorable opinions, in form and substance reasonably satisfactory to the Administrator, of: (i) Gibson, Dunn & Crutcher LLP, counsel for the Seller, the Originator, and xxx Xerxxxxr, xxx (xx) in-house counsel for the Seller, the Originator and the Servicer. (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 the 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 the Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for December, 2002. (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 then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of 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, the Originator, and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person's organization or formation and chief executive office. (m) 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 the Issuer may reasonably request. (o) Such other approvals, opinions or documents as the Administrator or the Issuer may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate Certified copies of the Secretary resolutions (or Assistant Secretary similar authorization, if not a corporation) of the Board of Directors (or similar governing body or Persons, if not a corporation) of the Seller and the Originator certifying (i) copies of Originators approving this Agreement, the resolutions of Secondary Purchase Agreement, the Board of Directors of the Seller Initial Purchase Agreement and the Originator approving the applicable any other Transaction Documents, (ii) Documents to which it is a party and certified copies of all documents evidencing other necessary corporate action or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement, the Secondary Purchase Agreement, the Initial Purchase Agreement and any such other Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent Seller and the Originators certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof of the Seller and the Originators authorized to sign this Agreement, the Performance Undertaking Secondary Purchase Agreement, the Initial Purchase Agreement and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies (or other evidence of filing satisfactory to the Agent) of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement, the Secondary Purchase Agreement and the Initial Purchase Agreement. (d) Acknowledgment copies (or other evidence of filing satisfactory to the Agent) 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 the Originators 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 jurisdiction reasonably requested by the Agent that name the Seller or any Originator as debtor, together with copies of such 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. (g) Favorable opinions of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for the Seller and the Originators, and of Xxxxxxx X. Xxxxx, General Counsel of the Parent, substantially in the form of Annex C hereto and as to such other matters as the Agent may reasonably request. (h) The Fee Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the 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 purchase Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) and each Group Agent: (a) a copy of the resolutions or unanimous written consent of the board of directors of NuStar GP, LLC, the general partner of the general partner of NuStar Energy, the direct or indirect owner of each Originator, approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary, Assistant Secretary or other authorized person responsible for maintaining the records of such Originator; (b) good standing certificates for each Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the 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, Assistant Secretary or other authorized person responsible for maintaining the records 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 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 708335522 13436693 Group 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 (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 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 or other authorized person responsible for maintaining the records 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 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 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 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 (as the Buyer’s assignee) 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may beBuyer, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Group Agent; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Seller or the Originator.Buyer; and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions evidence (if requiredi) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered by it in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (iiias the Buyer’s assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

Conditions Precedent to Initial Purchase. The Prior to the initial purchase of a Receivable Interest in hereunder, the Pool Receivables under this Third Amended Customer shall deliver to WFBC, unless waived by it, the following items and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such datedocuments, in form and substance satisfactory to the Administrative Agent and each Purchaser AgentWFBC: (a) A certificate an executed copy of the Secretary or Assistant Secretary of the Seller and the Originator certifying this Agreement; (i) copies a certificate of an officer of the resolutions Customer containing a copy of the Board its articles of Directors incorporation and bylaws, an appropriate resolution of the Seller its directors, and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign this Agreement and the Transaction Related Documents to be signed by it hereunder. Until the Administrative Agent on its behalf, and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies a certificate of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to an officer of the Performance Undertaking Agreement and (iii) Customer containing the names and true signatures of the officers thereof authorized to sign all reports and other submissions under this Agreement and the Performance Undertaking Related Documents on its behalf, on which certificates WFBC shall be entitled to conclusively rely until such time as WFBC receives from the Customer a replacement certificate meeting the requirements of this Section 4.01(b)(i) or (ii), as the case may be; (c) a certificate of status, good standing or compliance in respect of the Customer issued by its jurisdiction of incorporation and a certificate of status, good standing or compliance in respect of the Customer issued by the appropriate authorities in each jurisdiction in which the Customer is required to be registered in order to conduct its business; (d) evidence (which shall include an officer’s certificate of the Customer and TS Staffing Corp.), in form and substance satisfactory to WFBC, that the Customer and the other parties to the Agreement and Plan of Merger by and among Corporate Resource Services, Inc., the Customer, TS Staffing Corp., Diamond Staffing, Inc. and Tri-Diamond Staffing Inc., dated January 10, 2011, will be prepared to close, upon the funding of the initial purchase hereunder, such merger substantially upon the terms set forth in such agreement; (e) favorable legal opinions of counsel to the Customer, in form and substance satisfactory to WFBC; (f) executed copies of all discharges and releases, if any, necessary to discharge or release all Liens (other than Permitted Liens) and other rights or interests of any Person in the Purchased Accounts, the Related Rights or the Collateral previously granted by the Customer, together with file stamped copies of the relevant UCC-3 financing statements; (g) current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Customer except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial purchase, they will satisfy, release or terminate such Liens in a manner satisfactory to WFBC, and (ii) WFBC has duly filed all financing statements necessary to perfect its Lien on the Purchased Accounts, the Related Rights and the Collateral to the extent it is capable of being perfected by filing, and such other similar instruments or documents as may be necessary and, in WFBC’s reasonable discretion, advisable under any applicable statute to perfect, record or protect WFBC’s interest in the Purchased Accounts, the Related Rights or the Collateral; (h) payment of all fees due under the terms of this Agreement through the date of the initial purchase and payment of all expenses incurred by WFBC and through such date and that are required to be paid by the Customer under this Agreement; (i) a payoff letter regarding Tri-Diamond Staffing Inc.; and (j) such other approvals, opinions or documents as WFBC in its sole discretion may require.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that Servicer (on the Administrative Agent and each Purchaser Agent Company's behalf) shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to Servicer (acting on the Administrative Agent and each Purchaser Agent: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 copy of the resolutions of the Board of Directors of the Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the 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 the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Person's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate Servicer and the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, Company may conclusively rely until such time as the case may be, Servicer shall receive from such Person a revised certificate meeting the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. requirements of this subsection (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.d));

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase Purchase (other than with respect to the followingcondition set forth in PARAGRAPH (g), which such condition must be satisfied within 30 days of such Purchase), each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and Worthington authorizing the execution, delivery and performance by the Seller, such Originator and Worthington, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller and the Seller, each Originator and Worthington. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Worthington certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWorthington, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or Worthington, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, Worthington and the Administrator (on behalf of each Purchaser) contemplated by the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The Prior to the initial purchase of a Receivable Interest in hereunder, the Pool Receivables under this Third Amended Customer shall deliver to WFBC, unless waived by it, the following items and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such datedocuments, in form and substance satisfactory to the Administrative Agent and each Purchaser AgentWFBC: (a) A certificate an executed copy of the Secretary or Assistant Secretary of the Seller and the Originator certifying this Agreement; (i) copies a certificate of an officer of the resolutions Customer containing a copy of the Board its articles of Directors incorporation and bylaws, an appropriate resolution of the Seller its directors, and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign this Agreement and the Transaction Related Documents to be signed by it hereunder. Until the Administrative Agent on its behalf, and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies a certificate of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to an officer of the Performance Undertaking Agreement and (iii) Customer containing the names and true signatures of the officers thereof authorized to sign all reports and other submissions under this Agreement and the Performance Undertaking Related Documents on its behalf, on which certificates WFBC shall be entitled to conclusively rely until such time as WFBC receives from the Customer a replacement certificate meeting the requirements of this Section 4.01(b)(i) or (ii), as the case may be; (c) a certificate of status, good standing or compliance in respect of the Customer issued by its jurisdiction of incorporation and a certificate of status, good standing or compliance in respect of the Customer issued by the appropriate authorities in each jurisdiction in which the Customer is required to be registered in order to conduct its business; (d) evidence (which shall include an officer’s certificate of the Customer and Tri-Overload Staffing Inc.), in form and substance satisfactory to WFBC, that the Customer and the other parties to the Agreement and Plan of Merger by and among Corporate Resource Development, Inc., the Customer, TS Staffing Corp. and Tri-Overload Staffing Inc. will be prepared to close, upon the funding of the initial purchase hereunder, such merger substantially upon the terms set forth in such agreement; (e) the Continuing Guaranties of the Customer, Xxxxxx Xxxxxxx, Corporate Resource Services, Inc. and Corporate Resource Development, Inc., each duly executed by such Guarantor; (f) the First Amendment to Security Agreement, duly executed by Corporate Resource Development, Inc.; (g) a certificate of an officer of each of Corporate Resource Services, Inc. and Corporate Resource Development, Inc., containing a copy of its articles of incorporation and bylaws, an appropriate resolution of its directors, and the names and true signatures of the officers authorized to sign, on its behalf, its Guaranty and, with respect to Corporate Resource Development, Inc., the First Amendment to Security Agreement; (h) favorable legal opinions of counsel to the Customer, in form and substance satisfactory to WFBC; (i) Certificates of Insurance required under this Agreement, naming WFBC as a certificate holder; (j) executed copies of all discharges and releases, if any, necessary to discharge or release all Liens (other than Permitted Liens) and other rights or interests of any Person in the Purchased Accounts, the Related Rights or the Collateral previously granted by the Customer, together with file stamped copies of the relevant UCC-3 financing statements; (k) current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Customer except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial purchase, they will satisfy, release or terminate such Liens in a manner satisfactory to WFBC, and (ii) WFBC has duly filed all financing statements necessary to perfect its Lien on the Purchased Accounts, the Related Rights and the Collateral to the extent it is capable of being perfected by filing, and such other similar instruments or documents as may be necessary and, in WFBC’s reasonable discretion, advisable under any applicable statute to perfect, record or protect WFBC’s interest in the Purchased Accounts, the Related Rights or the Collateral; (l) payment of all fees due under the terms of this Agreement through the date of the initial purchase and payment of all expenses incurred by WFBC and through such date and that are required to be paid by the Customer under this Agreement; (m) original signature pages to the Certificate of Authority of the Customer for Tri-State Employment Services, Inc. dated May 3, 2010; and (n) such other approvals, opinions or documents as WFBC in its sole discretion may require.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in under the Pool Receivables under this Third Amended Original Purchase and Restated Sale Agreement is was subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Original Closing Date, the following, each (unless otherwise indicated) dated such datethe Original Closing Date, and each in form form, substance and substance date satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) A copy of the resolutions of the Board of Directors of the Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Originator; (b) A Certificate of Existence for the Originator issued as of a recent date by the Indiana Secretary of State; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of authorized on the Seller and the Originator authorized Originator’s behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate the Administrative Agent Company and each Purchaser Agent receives a subsequent incumbency certificate the Servicer (if other than the Originator) may conclusively rely until such time as the Company and the Servicer shall receive from the Seller or 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, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it duly certified by the Seller or the Originator. (b) A certificate of the Secretary or an Assistant Secretary of the Parent certifying 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) copies of the resolutions (if required) execution and delivery by each of the Board parties thereto of Directors each of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s satisfaction; and (iiii) the names and true signatures A certificate from an officer of the officers thereof authorized Originator to sign the Performance Undertaking Agreementeffect that Servicer and the Originator have placed on the 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 following legend (or the substantive 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., AS AGENT.”

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in Purchase under the Pool Receivables under this Third Amended and Restated A&R Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, Presidio IS Corp., the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, Presidio IS Corp., such Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies 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 by-laws organizational documents of the Seller Seller, Presidio IS Corp., each Originator and the Originator Servicer. (c) A certificate of the Secretary or Assistant Secretary of the Seller, Presidio IS Corp., the Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, Presidio IS Corp., an Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, Presidio IS Corp., such Originator or the OriginatorServicer, as the case may be. (bd) A certificate Proper financing statements that have been duly authorized and filed or authorized and suitable for filing under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller and the Administrator (on behalf of the Parent certifying (ieach Purchaser) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking contemplated by this Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement. (e) Proper termination statements and/or amendments to financing statements that have been duly authorized and suitable for filing, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller.

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions condition precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate 1. Counterparts of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. 2. Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, the Sub-Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator, such Sub-Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator, each Sub-Originator and the Originator Servicer. 3. A certificate of the Secretary or Assistant Secretary of the Seller, the Originators, the Sub-Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, a Sub-Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, such Sub-Originator or the OriginatorServicer, as the case may be. (b) A certificate 4. 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, under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by this Agreement, the Sale Agreement and the Sub-Originator Sale Agreement. 5. Proper financing statements to be filed on or Assistant Secretary of promptly after the Parent certifying (i) Closing Date or time-stamped receipt copies of proper financing statements filed prior to the resolutions (if required) Closing Date, as applicable, necessary to release all security interests and other rights of any Person in the Board of Directors of Receivables, Contracts or Related Security previously granted by the Parent approving Originators, the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, Sub-Originators or the Seller. 6. Lien Search Results with respect to the Performance Undertaking Seller, each Originator and each Sub-Originator. 7. Favorable opinions, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of counsel for Seller, the Originators, the Sub-Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, noncontravention matters and certain bankruptcy matters. 8. A pro forma Monthly Information Package representing the performance of the Receivables Pool for the calendar month before closing and pro forma Weekly Information Package representing the performance of the Receivables Pool for the calendar week before closing. 9. Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and (iii) the names and true signatures applicable Purchaser Group Fee Letters. 10. Good standing certificates with respect to each of the officers thereof authorized to sign Seller, the Performance Undertaking AgreementOriginators, the Sub-Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. 11. Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. 12. Holdings shall own (directly or indirectly) all of the equity interests of the Comdata Originators.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the 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 purchase Initial Purchase Date, the following, each (unless otherwise indicated) dated such datethe Initial Purchase Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent and each Purchaser Agent:(as the Buyer’s assignee): (a) A a copy of the resolutions of the board of directors or other governing body of each Originator approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, 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 Buyer and the Administrative Agent (as the Buyer’s assignee) by Industry Canada, the Registraire des Entreprises du Québec or similar official of the 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 the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller authorized on such Person’s behalf to sign this Agreement and the Originator authorized to sign the other Transaction Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent receives (as the Buyer’s assignee) and each Lender shall receive from such Person a subsequent incumbency revised certificate from meeting the Seller requirements of this clause (c)); (d) the certificate of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) together with 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, assignment and other comparable filing 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 OriginatorAdministrative Agent’s opinion, desirable under the PPSA of all appropriate jurisdictions to perfect the Buyer’s ownership in such Receivables and the Related Rights in which an ownership has been assigned to it hereunder; (f) a written search report from a Person reasonably satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) listing all effective financing statements, assignments and other comparable filings 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 PPSA, together with copies of such financing statements, assignments or hypothecs (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 to the Buyer hereunder), and tax and judgment lien search reports from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (g) favorable corporate opinions of counsel to the Originator and favourable opinions of counsel to the Administrative Agent, in form and substance reasonably satisfactory to the Buyer and the Administrative Agent; (h) a copy of a Subordinated Note in favor of each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Originator, duly executed by the Seller or the Originator.Buyer; (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies 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 resolutions type that a proposed purchaser or lender would use to evaluate the Receivables, the following legend (if requiredor the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JULY 31, 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”; (j) evidence (i) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreementother Transaction Documents to be executed and delivered by it in connection herewith, and (ii) copies that each of all documents evidencing the conditions precedent to the execution, delivery and effectiveness of such other necessary corporate action Transaction Documents has been satisfied to the Buyer’s and governmental the Administrative Agent’s (as the Buyer’s assignee) satisfaction; and (k) such other approvals, if any, with respect to opinions or documents as the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrative Agent or Buyer may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Receivables Purchase Agreement is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received received, on or before the date of such purchase Purchase, the following, each (unless otherwise indicated) dated such date, date and in form and substance satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) Good standing certificates for each of Parent and Seller issued by the Secretary of State of the jurisdiction of its incorporation and its principal place of business; (b) A certificate of the Secretary or Assistant Secretary of the each of Seller and the Originator Parent certifying (i) copies a copy of the resolutions of the its Board of Directors of the Seller approving this Agreement and the Originator approving other Transaction Documents to be delivered by it hereunder and the applicable Transaction Documents, transactions contemplated hereby; (ii) copies the names and true signatures of the officers authorized on its behalf to sign this Agreement and the other Transaction Documents to be delivered by it hereunder (on which certificate the Administrator, each Agent and each Purchaser may conclusively rely until such time as the Administrator shall receive from Seller or Parent, as the case may be, a revised certificate meeting the requirements of this subsection (b)); (iii) 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; (c) The Certificate of Incorporation or Articles of Incorporation, (iii) the by-laws as applicable, of the each of Seller and Parent, duly certified by the Originator Secretary of State of California (in the case of Seller) and Delaware (iv) in the names and true signatures case of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the OriginatorParent), as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled of a recent date acceptable to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.Administrator;

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated the Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the such Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the each Originator and (iv) the names and true signatures of the officers of the Seller and the each Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the each Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the such Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the 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 purchase Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) and each Group Agent: (a) 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 executed and delivered by it and the transactions contemplated hereby and thereby, 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 Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the 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 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)); (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 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 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 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 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 (as the Buyer’s assignee) 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may beBuyer, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Group Agent; (h) a copy of a Subordinated Note in favor of each Originator, duly executed by the Seller or the Originator.Buyer; and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions evidence (if requiredi) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered by it in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (iiias the Buyer’s assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form form, substance and substance date satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) A certificate counterpart of this Agreement and the other Transaction Documents duly executed by the parties hereto and thereto, together with each of the Secretary or Assistant Secretary closing documents required to be delivered under any Transaction Document; (b) Certified copies of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of each of the Seller Company and Originator authorizing the execution, delivery, and performance by the Company and Originator of this Agreement and the Originator approving the applicable other Transaction DocumentsDocuments to which it is a party, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the this Agreement and such other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller Company and Originator; (c) A certificate of the Secretary or Assistant Secretary of each of the Company and Originator and (iv) certifying the names and true signatures of the officers of the Seller Company and the Originator authorized to sign this Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent Company and each Purchaser Agent the Servicer (if not the Originator) receives a subsequent incumbency certificate from the Seller or the Originator, as in form and substance satisfactory to the case may beCompany (and the Servicer), the Administrative Agent Company and each Purchaser Agent the Servicer shall be entitled to rely on the last such certificate delivered to it by Originator; (d) Copies of the Seller proper financing statements (Form UCC-1) that have been duly executed and name Originator as the assignor and the Company as the assignee (and Purchaser as assignee of the Company) of the Pool Receivables generated by Originator and Related Rights or other, similar instruments or documents, as may be necessary or, in Servicer's or the Originator.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 Pool Receivables and Related Rights in which an ownership interest may be assigned to it hereunder; (be) Completed UCC requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in SUBSECTION (d) above and all other effective financing statements filed in the jurisdictions referred to in SUBSECTION (d) above that name the Company or any Originator as debtor, together with copies of such other financing statements (none of which shall cover any Pool Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Servicer and the Agent may request, showing no such liens on any of the Pool Receivables, Contracts or Related Security; (f) Favorable opinions of Xxxxx & Xxxxxx, special counsel to Originator, in the form of EXHIBIT C; (g) 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 satisfaction; and (h) A certificate from an officer of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect Originator to the Performance Undertaking Agreement effect that Servicer and Originator have placed on the 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 following legend (iii) or the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.substantive equivalent thereof): "THE POOL RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO VANSTAR FINANCE CO. PURSUANT TO A PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF DECEMBER 20, 1996, BETWEEN VANSTAR FINANCE

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingfollowing items, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each such Purchaser Agent: (a) A certificate One or more counterparts of this Agreement and each other Transaction Document (including all amendments, modifications and supplements thereto executed on or prior to the Closing Date), in each case executed by each of the Secretary or Assistant Secretary of the Seller and the Originator certifying parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and WESCO authorizing the execution, delivery and performance by the Seller, such Originator and WESCO, as the case may be, of this Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and the Seller, each Originator and WESCO. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and WESCO certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWESCO, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or WESCO, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements (and/or amendments to, or assignments of, the financing statements filed in connection with the Original Agreement), duly filed on or before the date hereof under the UCC of all jurisdictions that the Administrator or any Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by this Agreement and the Sale Agreement. (e) [Reserved]. (f) Completed UCC search reports, dated on or Assistant Secretary shortly before the date hereof, listing the financing statements filed in all applicable UCC jurisdictions that name the Originators or the Seller as 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 Parent certifying Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator or any Purchaser Agent may request, showing no Adverse Claims on any Pool Assets. (g) [Reserved]. (h) Favorable opinions (including any applicable bring-down opinions), in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent in each case as the Administrator or any Purchaser Agent may reasonably request. (i) copies [Reserved]. (j) [Reserved]. (k) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the Fee Letter. (l) Each applicable Purchaser Group Fee Letter and/or any amendments thereto or amendments and restatements thereof (received only by the related Purchaser Group Agent) duly executed by the Seller and the Servicer. (m) Good standing certificates with respect to each of the resolutions Seller, the Originators and the Servicer issued by the Secretary of State (if requiredor similar official) of the Board state of Directors each such Person’s organization and principal place of the Parent approving the Performance Undertaking Agreement, business. (iin) copies of all documents evidencing [Reserved]. (o) Such other necessary corporate action and governmental approvals, if any, with respect to opinions or documents as the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form form, substance and substance date satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) 1. A copy of the resolutions of the Board of Directors of each Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; 1. Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of such Originator's incorporation and the jurisdiction where such Originator's chief executive office is located; 1. A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Originator's behalf to sign the Transaction Documents to be signed delivered by it hereunder(on which certificate the Company and Servicer (if other than an 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 subsection (c)); 1. Until the Administrative Agent and The articles of incorporation of each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it duly certified by the Seller or Secretary of State of the jurisdiction of such Originator. (b) A certificate '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; 1. Copies of the Parent certifying proper financing statements (Form UCC-1) that have been duly executed and name each Originator as the seller/debtor and the Company as the purchaser/secured party (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; 1. 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 such liens filed against any Originator; 1. Favorable opinions of counsel to the Originators, in the forms of Exhibit C; 1. Evidence (i) copies of the resolutions (if required) execution and delivery by each of the Board parties thereto of Directors each of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith and (ii) copies that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's satisfaction; and 1. A certificate from an officer of each Originator to the effect that Servicer and Originator have placed on the most recent, and have taken all documents evidencing other steps reasonably necessary corporate action 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 IMO FUNDING COMPANY, LLC, PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF NOVEMBER 29, 1999, AMONG IMO INDUSTRIES INC., THE ORIGINATORS NAMED THEREIN AND IMO FUNDING COMPANY, LLC; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN GRANTED TO LIBERTY STREET FUNDING CORP., PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 29, 1999, AMONG IMO INDUSTRIES INC., IMO FUNDING COMPANY, LLC, LIBERTY STREET FUNDING CORP., AND THE BANK OF NOVA SCOTIA, AS ADMINISTRATOR." A. Certification as to Representations and governmental approvalsWarranties. Each Originator, if anyby accepting the Purchase Price related to each purchase of Receivables (and Related Rights) generated by such Originator, shall be deemed to have certified that the representations and warranties contained in Article V are true and correct on and as of such day, with respect to the Performance Undertaking Agreement same effect as though made on and (iii) the names and true signatures as of the officers thereof authorized to sign the Performance Undertaking Agreementsuch day.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement. (e) 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 Collateral previously granted by the Seller or the Originator. (f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Agreements), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 7.04(b) of the Agreement and the Fee Agreements. The Seller represents and warrants as follows: (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property, the violation of which could reasonably be expected to have a Material Adverse Effect on the collectibility of any Pool Receivable or a Material Adverse Effect on Seller or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to the Agreement). Each of the Transaction Documents to which it is a party has been duly executed and delivered by a duly authorized officer of the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party, except for the filing of UCC financing statements that are referred to therein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been furnished to the Administrative Agent and each Purchaser Agent, fairly present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals or its Subsidiaries, except as may have previously been disclosed to the Administrative Agent and each Purchaser Agent. Notwithstanding the foregoing, in the event the due date for delivery of such financials is waived or extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such time each of Scotia Capital, PNC, BTMU, ST, BMO and BMOTD are Revolving Credit Lenders (as defined therein) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; provided, that written notice of the request for such waiver or extension is delivered by the Collection Agent to the Administrative Agent (for distribution to the Purchaser Agents) promptly after such request being sent to the Revolving Credit Lenders under the Credit Agreement. Since the formation of the Seller, there has been no material adverse change in the business, operations, property or financial or other condition of the Seller. (f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator that may materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies that defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole. (g) No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim (other than any Adverse Claim arising under or permitted by any Transaction Document). Upon each purchase of or reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be, shall acquire a valid and perfected undivided percentage ownership interest or first priority security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent relating to the Agreement and those filed pursuant to the Purchase Agreement. enforceability of ENB Receivables or the interests of the Seller or the Investors therein, such amendment shall require the written consent of the Purchaser Agents.

Conditions Precedent to Initial Purchase. The initial purchase of from a Receivable Interest in Seller under the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that (i) the Administrative Agent Notes shall be rated R-1 (high) by the Rating Agency on the date of such purchase, and each Purchaser Agent the Rating Agency shall not have informed the Administrator that such purchase would result in the Rating Agency withdrawing or reducing such rating, and (ii) the Administrator shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate Executed copies of this Agreement and the other Transaction Documents including, without limitation, a true and complete copy of the Secretary or Assistant Secretary Credit and Collection Policy; (b) Certified copies of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller authorising the execution, delivery, and performance by the Seller of the Agreement and the Originator approving the applicable other Transaction DocumentsDocuments which it is a party, and (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, . (iiic) A certificate of the by-laws Secretary or Assistant Secretary of the Seller and the Originator and (iv) certifying the names and true signatures of the officers of the Seller and the Originator authorized authorised to sign the Agreement and the other Transaction Documents to be signed by it hereunderon behalf of such Seller. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller or in form and substance satisfactory to the Originator, as the case may beAdministrator, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller or the OriginatorSeller. (bd) A certificate Acknowledgement or duplicate registration or verification copies of proper Assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller, assignor or debtor and the Issuer as purchaser, assignee or secured party, and duly filed on or before the date of such initial purchase under the PPSA of all jurisdictions (other than Quebec) that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary of Issuer contemplated by the Parent certifying Agreement. (ie) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) Executed copies of all documents evidencing other necessary corporate action financing statements, financing change statements, discharges and governmental approvalsreleases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Interest previously granted by the Seller, together with respect copies of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementIssuer.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and Greetings authorizing the execution, delivery and performance by the Seller, such Originators and Greetings, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or code of regulations or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller and the Seller, each Originator and Greetings. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Greetings certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorGreetings, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or Greetings, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, Greetings and the Administrator (on behalf of each Purchaser) contemplated by the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action the Sale and governmental approvals, if any, with respect to the Performance Undertaking Contribution Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Receivables Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in under the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 (including the date thereof) satisfactory to the Administrative Agent and each Purchaser Agent: (a) A counterpart of this Agreement duly executed by the Seller. (b) Certified copies of (i) the resolutions of the Board of Directors of the Seller authorizing the execution, delivery, and performance by the Seller of the Agreement and the other Transaction Documents to which it will be a party, (ii) all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents to which it will be a party and (iii) the Certificate of Formation and Limited Liability Company Agreement of the Seller. (c) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign the Agreement and the Originator certifying other Transaction Documents to which it will be a party. Until the Agent receives a subsequent incumbency certificate from the Seller in form and substance satisfactory to the Agent, the Agent shall be entitled to rely on the last such certificate delivered to it by the Seller. (d) Certified copies of (i) copies of the resolutions of the Board of Directors of the Seller Originator authorizing the execution, delivery, and performance by the Originator of the Agreement and the Originator approving the applicable other Transaction DocumentsDocuments to which it will be a party, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, 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 and (iv) certifying the names and true signatures of the officers of the Seller and the Originator authorized to sign the Agreement and the other Transaction Documents to which it will be signed by it hereundera party. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or Originator in form and substance satisfactory to the Originator, as the case may beAgent, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (bf) A certificate Acknowledgment copies, or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Issuer contemplated by the Agreement and to perfect the interests of the Parent certifying Seller as contemplated by the Purchase and Sale Agreement. (ig) Acknowledgment copies, or time stamped receipt copies of the resolutions (if required) proper terminations of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsfinancing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originator or the Seller. (h) Completed UCC requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (f) above and all other effective financing statements filed in the jurisdictions referred to in subsection (f) above that name the Seller or the Originator as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security. (i) Copies of executed Lock-Box Agreements with the Lock-Box Banks. (j) A favorable opinion of W. Xxxx Xxxxxx, Senior Counsel for the Originator and the Seller, substantially in the form of Annex E hereto and as to such other matters as the Agent may reasonably request. (k) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Originator and the Seller, substantially in the form of Annex F hereto and as to such other matters as the Agent may reasonably request. (l) A favorable opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP, counsel for the Seller and the Originator, substantially in the form of Annex G hereto and as to such other matters as the Agent may reasonably request. (m) A favorable opinion of Morris, Nichols, Arsht & Xxxxxxx, special Delaware counsel for the Originator and the Seller, substantially in the form of Annex H hereto and as to such other matters as the Agent may reasonably request. (n) A favorable opinion of Morris, Nichols, Arsht & Xxxxxxx, special Delaware counsel for the Originator and the Seller, substantially in the form of Annex I hereto and as to such other matters as the Agent may reasonably request. (o) Satisfactory results of a review and audit of the Seller's and the Originator's collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Seller's and the Originator's operating locations) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement. (p) Monthly Receivables Report representing the performance of the portfolio purchased through the Agreement for the month prior to closing. (q) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the letter agreement referred to in Section 1.5), costs and expenses to the extent then due and payable on the date thereof, together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the 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 Agent); including any such costs, fees and expenses arising under or referenced in Section 5.4. (r) The Fee Letter between the Seller and the Agent contemplated by Section 1.5. (s) Good standing certificates with respect to the Performance Undertaking Agreement and (iii) Seller issued by the names and true signatures Secretaries of the officers thereof authorized States of Delaware and Oklahoma. (t) Good standing certificates with respect to sign the Performance Undertaking Originator issued by the Secretaries of the States of Delaware and Oklahoma. (u) An executed Purchase and Sale Agreement. (v) Letters from each of the rating agencies then rating the Notes confirming the rating of such Notes after giving effect to the transactions contemplated by this Agreement. (w) Such other approvals, opinions or documents as the Agent or Purchasers may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, each Originator and CSS authorizing the execution, delivery and performance by the Seller, each Originator and CSS, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and CSS. (c) A certificate of the Secretary or Assistant Secretary of the Seller, each Originator and (iv) CSS certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, any Originator or the OriginatorCSS, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or CSS, as the Originatorcase may be. (bd) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies evidence of proper financing statements, duly executed and filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the resolutions (if required) of Seller, CSS and the Board of Directors of Issuer contemplated by the Parent approving Agreement and the Performance Undertaking Agreement, Purchase and Sale Agreement and (ii) copies evidence of the payment of all documents evidencing other necessary corporate action taxes or filing fees by the Seller or Originator, and governmental approvalsthe making and/or filing of such statements and affidavits by one or more Originators, that shall be required in connection with the filing of such financing statements in the Administrator's sole discretion. (e) Proper financing statements (UCC-3), duly executed on or before the date of such initial purchase suitable for filing under the UCC of all jurisdictions that the Administrator may deem, if any, necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator, CSS or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (e) above that name any Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens, liens of the Performance Undertaking Agreement Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets. (g) Favorable opinions, in form and substance reasonably satisfactory to the Administrator, of: (i) Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Seller, the Originators, and the Servicer, and (iiiii) [Xxxxxxxx] , special counsel for the names Seller. (h) Satisfactory results of a review and true signatures audit (performed by the Administrator) of the officers thereof authorized to sign Servicer's collection, operating and reporting systems, the Performance Undertaking 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 the Agreement; provided, however, that within 90 days of the Closing Date such review and audit shall be performed by a representative of the Administrator. (i) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) A copy of the resolutions of the board of directors or managers of the Transferor’s managing general partner approving the Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Transferor or its managing general partner; (b) Good standing certificates for the Transferor issued as of a recent date acceptable to the Company by the Secretary of State (or similar official) of the jurisdiction of the Transferor’s organization; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator Transferor or its managing general partner certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Person’s behalf to sign the Transaction Documents to be signed executed and delivered by it hereunder. Until (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 (as the total assignee of the Company) shall receive from such Person a revised certificate meeting the requirements of this clause (c)); (d) The certificate or articles of formation or other organizational document of the Transferor (including all amendments and modifications thereto) duly certified by the Secretary of State of the jurisdiction of the Transferor’s organization as of a recent date, together with a copy of the limited liability company agreement or limited partnership agreement of the Transferor, each Purchaser Agent receives duly certified by the Secretary or an Assistant Secretary of the Transferor or its managing general partner; (e) Originals of the proper financing statements (Form UCC-1) that have been duly authorized and name the Transferor as the debtor/seller and the Company as the buyer/assignor (and the Administrative Agent, for the benefit of the Secured Parties, as secured party/assignee) of the Receivables generated or acquired by the Transferor as may be necessary or, in the Company’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 subsequent incumbency certificate from Person satisfactory to the Seller Company listing all effective financing statements that name the Transferor as debtor or seller and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the Originatorapplicable 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 on or prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Administrative Agent Company hereunder), and each Purchaser Agent shall be entitled tax, ERISA and judgment lien search reports from a Person satisfactory to rely on the last Company showing no evidence of such certificate delivered liens filed against the Transferor; (g) Favorable opinions of counsel to it the Transferor, in form and substance satisfactory to the Company; (h) A Company Note in favor of the Transferor, duly executed by the Seller or the Originator.Company; and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions Evidence (if requiredi) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and (iii) effectiveness of such other Transaction Documents has been satisfied to the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementCompany’s satisfaction.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement. (e) 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 Collateral previously granted by the Seller or the Originator. (f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Agreements), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 7.04(b) of the Agreement and the Fee Agreements.

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions condition precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate 1. Counterparts of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. 2. Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, the Sub-Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator, such Sub-Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator, each Sub-Originator and the Originator Servicer. 3. A certificate of the Secretary or Assistant Secretary of the Seller, the Originators, the Sub-Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, a Sub-Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, such Sub-Originator or the OriginatorServicer, as the case may be. (b) A certificate 4. 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, under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by this Agreement, the Sale Agreement and the Sub-Originator Sale Agreement. 5. Proper financing statements to be filed on or Assistant Secretary of promptly after the Parent certifying (i) Closing Date or time-stamped receipt copies of proper financing statements filed prior to the resolutions (if required) Closing Date, as applicable, necessary to release all security interests and other rights of any Person in the Board of Directors of Receivables, Contracts or Related Security previously granted by the Parent approving Originators, the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, Sub-Originators or the Seller. 6. Lien Search Results with respect to the Performance Undertaking Seller, each Originator and each Sub-Originator. 7. Favorable opinions, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance reasonably satisfactory to the Administrator and each 743517908 04351262 II-1 Purchaser Agent, of counsel for Seller, the Originators, the Sub-Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, noncontravention matters and certain bankruptcy matters. 8. A pro forma Monthly Information Package representing the performance of the Receivables Pool for the calendar month before closing and pro forma Weekly Information Package representing the performance of the Receivables Pool for the calendar week before closing. 9. Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and (iii) the names and true signatures applicable Purchaser Group Fee Letters. 10. Good standing certificates with respect to each of the officers thereof authorized to sign Seller, the Performance Undertaking AgreementOriginators, the Sub-Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. 11. Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. 12. Holdings shall own (directly or indirectly) all of the equity interests of the Comdata Originators.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement. (e) 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 Collateral previously granted by the Seller or the Originator. (f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Agreements), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 7.04(b) of the Agreement and the Fee Agreements. EXHIBIT III

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Buyer and the Administrative Agent and each Purchaser Agent (as Bxxxx’s assignee for the benefit of the Secured Parties under the ABL Credit Agreement) shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent and each Purchaser Agent: (a) A certificate 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 Loan Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, 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 Seller Buyer and the Administrative Agent by the Secretary of State (or similar official) of the 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 an Originator Material Adverse Effect; (c) a certificate of a Responsible Officer of each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller authorized on such Person’s behalf to sign this Agreement and the Originator authorized to sign the Transaction other Loan Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from Servicer, the Seller or the Originator, as the case may beBuyer, the Administrative Agent and each Purchaser Lender may conclusively rely until such time as the Servicer, the Buyer and the Administrative Agent shall be entitled to rely on receive from such Person a revised certificate meeting the last such certificate delivered to it by the Seller or the Originator. requirements of this clause (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.c));

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement Purchase hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received received, on or before the date of such purchase Purchase, the following, each (unless otherwise indicated) dated such date, date and in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) Good standing certificates for each of Parent, each Originator and Seller issued by the Secretaries of State of the jurisdiction of its incorporation and its principal place of business; (b) A certificate of the Secretary or Assistant Secretary of the Seller each of Seller, each Originator and the Originator Parent certifying (i) copies a copy of the resolutions of the its Board of Directors of approving the Seller Transaction Documents to be delivered by it hereunder and the Originator approving the applicable Transaction Documents, transactions contemplated hereby; (ii) copies the names and true signatures of the officers authorized on its behalf to sign the Transaction Documents to be delivered by it hereunder (on which certificate the Administrator and each Purchaser may conclusively rely until such time as the Administrator shall receive from Seller, such Originator or Parent, as the case may be, a revised certificate meeting the requirements of this subsection (b)); (iii) a copy of its by- laws; and (iv) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction DocumentsDocuments to which such Person is a party; (c) The Certificate of Incorporation or Articles of Incorporation, (iii) as applicable, of each of Seller, each Originator and Parent, duly certified by the by-laws Secretary of State of the Seller and the Originator and (iv) the names and true signatures jurisdiction of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originatorits incorporation, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.a recent date;

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement on the Closing Date is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 reasonably satisfactory to the Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) Certified copies of the resolutions of the Board of Directors of each of the Seller and the Originator approving this Agreement and the applicable Transaction Documents, (ii) Originator Purchase Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, as the Transaction Documentscase may be, and the Originator Purchase Agreement. (iiib) A certificate of the by-laws Secretary or Assistant Secretary of the Seller and the Originator and (iv) certifying the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents Originator Purchase Agreement and this Agreement and the other documents to be signed delivered by it hereunder. Until hereunder and thereunder. (c) Acknowledgment copies of proper financing statements, duly filed on or before the Administrative date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership interests contemplated by this Agreement and each Purchaser Agent receives a subsequent incumbency certificate from the Seller 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 the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Related Security previously granted by the Seller or the OriginatorOriginator and (ii) the collateral security referred to in Section 2.10 previously granted by the Seller. (be) Completed requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (c) above and all other effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller or the 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 2.10). (f) Executed copies of the Control Agreement to the initial Designated Bank and the undated executed copies of the Lock-Box Agreements to the other Lock-Box Banks. (g) A certificate favorable opinion of (i) Cravath, Swaine & Mxxxx, as counsel for the Seller and the Originator and (ii) internal counsel to the Seller and the Originator, substantially in the forms of Annex C hereto and as to such other matters as the Agent may reasonably request. (h) The Fee Letter. (i) The Funds Transfer Letter. (j) An executed copy of the Originator Purchase Agreement and an executed copy of the OPA Assignment. (k) A copy of the by-laws of the Seller, certified by the Secretary or Assistant Secretary of the Parent certifying Seller. (il) copies A copy of the resolutions (if required) certificate or articles of incorporation of the Board Seller, certified as of Directors a recent date by the Secretary of State or other appropriate official of the Parent approving the Performance Undertaking Agreementstate of its organization, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect a certificate as to the Performance Undertaking Agreement and (iii) the names and true signatures good standing of the officers thereof authorized Seller from such Secretary of State or other official, dated as of a recent date. (m) A favorable opinion of Kxxx, Scholer, Fierman, Hxxx & Handler, LLP, counsel for the Agent, as to sign such matters as the Performance Undertaking AgreementAgent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement from each Originator hereunder is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent (1) P&L shall have received executed and delivered a Subordinated Note in favor of such Originator, and (2) P&L shall have received, on or before the date of such purchase Originator's Applicable Closing Date, the following, each (unless otherwise indicated) dated such dateOriginator's Applicable Closing Date, and each in form form, substance and substance date reasonably satisfactory to P&L and the Administrative Agent and each Purchaser Agent:(as assignee of P&L): (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies copy of the resolutions of the Board such Originator's board of Directors directors, board of the Seller and the managers, general partners or analogous Persons of such Originator approving the applicable Transaction Documents(a) Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by such Originator's secretary, assistant secretary or analogous responsible officer; (iib) copies A good standing certificate for such Originator issued as of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to a recent date by the Transaction Documents, (iii) the by-laws Secretary of State of the Seller and the Originator and state of its formation; (ivc) A certificate of such Originator's secretary, assistant secretary or analogous responsible officer certifying the names and true signatures of the officers of the Seller and the Originator officers, partners, managers or members authorized on such Originator's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until it, on which certificate P&L and its assigns may conclusively rely until such time as they shall receive from such Originator a revised certificate meeting the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from requirements of this subsection (c); (d) Recently certified copies of such Originator's Organic Documents; (e) Copies of the Seller or the proper financing statements (Form UCC-1) that have been duly executed by such Originator, naming such Originator as the case debtor or seller, P&L as the purchaser or secured party, and SPV as assignee of P&L, in each case, describing in reasonable detail the Receivables and the Related Security to be sold by such Originator to P&L pursuant to this Agreement or other similar instruments or documents, as may bebe necessary under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect P&L's ownership interest in such Receivables and Related Security, together with financing statement assignments (Form UCC-3) naming the Administrative Agent and each Purchaser Agent shall be entitled to rely on as the last such certificate delivered to it by the Seller or the Originator.ultimate assignee thereof; (bf) A written search report from a Person satisfactory to P&L and its assigns listing all effective financing statements that name such Originator as debtor, seller 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 Security) which are to be sold by such Originator to P&L hereunder, and tax and judgment lien search reports from a Person satisfactory to P&L and its assigns showing no evidence of such liens filed against such personal property; (g) 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 P&L's and its assigns' mutual satisfaction; (h) Opinions of such Originator's counsel satisfactory to P&L and its assigns; and (i) A certificate from an officer of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect such Originator to the Performance Undertaking Agreement effect that such Originator has placed on its most recent, and (iii) have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, master ledger the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.following legend: "THE RECEIVABLES DESCRIBED HEREIN, TOGETHER WITH CERTAIN RELATED SECURITY, HAVE BEEN SOLD, ARE NO LONGER OWNED BY THIS SUBSIDIARY OR ITS PARENT, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF BANK ONE, NA, AS AGENT, FOR VARIOUS PURCHASERS"

Conditions Precedent to Initial Purchase. The initial Initial Purchaseinitial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase,November 30, 2001, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originator and UGI authorizing the execution, delivery and performance by the Seller, the Originator and UGI, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and UGI. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originator and (iv) UGI certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, the Originator or the OriginatorUGI, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, the Originator or UGI, as the Originatorcase may be. (bd) A certificate Proper financing statements or other instrument similar in effect, suitable for filing, under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary of Seller, UGI and the Parent certifying (i) copies of Issuer contemplated by the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names Purchase and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent shall have received on or before the date of such purchase the followingpurchase, in such number of copies and each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser Agent: (a) A certificate Fully-executed counterparts of this Agreement, the Sales Agreement, the Performance Guaranty and the other Transaction Documents set forth on the List of Closing Documents set forth on Annex G, in each case, executed by each of the Secretary or Assistant Secretary of parties thereto other than the Seller and the Originator certifying Agent. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and AAR authorizing the execution, delivery and performance by the Seller, the Originators and AAR, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation, articles of incorporation and by-laws of the Seller Seller, the Originators and AAR. (c) A certificate of the Originator Secretary or Assistant Secretary of the Seller, each of the Originators and (iv) AAR certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, the Originators or the OriginatorAAR, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, the Originators or AAR, as the Originatorcase may be. (bd) A certificate Completed UCC search reports in respect of the Secretary Seller and each Originator from all jurisdictions that the Agent may deem necessary or Assistant Secretary desirable, dated on or shortly before the date of the Parent certifying initial purchase hereunder showing no financing statements filed against such Persons and covering any of the Pool Assets, other than those financing statements as to which those financing statements (Form UCC-3) referred to in subsection(f) below shall terminate, 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 Agent may request, showing no Adverse Claims on any Pool Assets other than such Adverse Claims as to which those financing statements (Form UCC-3) referred to in subsection(f) below shall terminate. (e) Copies of repurchase agreements (i) copies among AAR Receivables Corporation, an Illinois corporation (“ARC”), Market Street Funding Corporation (“Market Street”), and PNC Bank, National Association, as administrator (the “Administrator”), pursuant to which ARC shall repurchase all of the resolutions receivables, related security and collections sold to Market Street and/or the Administrator pursuant to that certain Receivables Purchase Agreement dated as of August 30, 2001 (if requiredas amended, the “Prior RPA”) of the Board of Directors of the Parent approving the Performance Undertaking Agreementamong such parties, and (ii) copies among ARC and each of the Originators pursuant to which each such Originator shall repurchase all right, title and interest of ARC in and to the outstanding receivables, related security and collections previously sold by such Originators to ARC pursuant to that certain Purchase and Sale Agreement dated as of August 30, 2001 (the “Prior Transfer Agreement”) among such parties. (f) Proper financing statements (Form UCC-3) suitable for filing under the UCC of all documents evidencing other necessary corporate action and governmental approvalsjurisdictions that the Agent may deem, if any, with respect necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller, including pursuant to the Performance Undertaking Prior RPA and the Prior Transfer Agreement. (g) Proper financing statements suitable for filing under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Seller and the Agent contemplated by the Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement. (e) 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 Collateral previously granted by the Seller or the Originator. (f) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Agreements), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 7.04(b) of the Agreement and the Fee Agreements. EXHIBIT III REPRESENTATIONS AND WARRANTIES The Seller represents and warrants as follows: (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Seller of each Transaction Document to which it is a party (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s certificate of formation and limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property, the violation of which could reasonably be expected to have a Material Adverse Effect on the collectibility of any Pool Receivable or a Material Adverse Effect on Seller or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the interest created pursuant to the Agreement). Each of the Transaction Documents to which it is a party has been duly executed and delivered by a duly authorized officer of the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents to which it is a party, except for the filing of UCC financing statements that are referred to therein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. (d) Each of the Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (e) The consolidated balance sheets of United Rentals and its Subsidiaries as at the end of its most recent fiscal year, and the related consolidated statements of income and retained earnings of United Rentals and its Subsidiaries for such fiscal year, copies of which have been furnished to the Administrative Agent and each Purchaser Agent, fairly present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since the end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals or its Subsidiaries, except as may have previously been disclosed to the Administrative Agent and each Purchaser Agent. Notwithstanding the foregoing, in the event the due date for delivery of such financials is waived or extended with respect to the Revolving Loans (as defined in the Credit Agreement) pursuant to the Credit Agreement and at such time each of Scotia Capital, PNC, BTMU, ST, BMO and BMOTD are Revolving Credit Lenders (as defined therein) thereunder, such waiver or extension will be deemed to have been made with respect to the delivery of such financials under this Agreement; provided, that written notice of the request for such waiver or extension is delivered by the Collection Agent to the Administrative Agent (for distribution to the Purchaser Agents) promptly after such request being sent to the Revolving Credit Lenders under the Credit Agreement. Since the formation of the Seller, there has been no material adverse change in the business, operations, property or financial or other condition of the Seller. (f) There is no pending or, to the Seller’s knowledge, threatened action or proceeding affecting United Rentals or any of its Subsidiaries before any court, governmental agency or arbitrator that may materially adversely affect the financial condition or operations of United Rentals or any of its Subsidiaries or the ability of the Seller or United Rentals to perform their respective obligations under the Transaction Documents, or which purports to affect the legality, validity or enforceability of the Transaction Documents. To the Seller’s knowledge, neither United Rentals nor any Subsidiary is in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies that defaults are not material to the business or operations of United Rentals and its Subsidiaries, taken as a whole. (g) No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (h) The Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim (other than any Adverse Claim arising under or permitted by any Transaction Document). Upon each purchase of or reinvestment in a Receivable Interest, the Investors or the Banks, as the case may be, shall acquire a valid and perfected undivided percentage ownership interest or first priority security interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator thereof or the Seller shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent relating to the Agreement and those filed pursuant to the Purchase Agreement. enforceability of ENB Receivables or the interests of the Seller or the Investors therein, such amendment shall require the written consent of the Purchaser Agents.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Servicer (on the Company's behalf) shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to the Administrative Agent and each Purchaser Agent:Servicer (acting on the Company's behalf): (a) An Originator Assignment Certificate in the form of Exhibit B from each Originator, duly completed, executed and delivered by each Originator; Purchase and Sale Agreement (b) A copy of the resolutions of the Board of Directors of each Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of 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 the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Person's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate the Administrative Agent 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 Purchaser Agent receives Originator duly certified by the Secretary of State of the jurisdiction of such Originator's organization as of a subsequent incumbency certificate from recent date, together with a copy of the Seller 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 have been duly executed and are suitable for filing and name each Originator as the debtor/seller and the Company as the secured party/purchaser (and the Issuer, as assignee of the Company) of the Receivables generated by such Originator as may be necessary or, in the Servicer's or the OriginatorAdministrator'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 Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered assigned to it by the Seller or the Originator.hereunder; (bg) A 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 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) A favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Originators, in form and substance satisfactory to the Servicer and the Administrator; (i) [Reserved] (j) A certificate from an officer of each Originator to the effect that the Servicer and 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 Purchase and Sale Agreement generates which are of the Secretary type that a proposed purchaser or Assistant Secretary of lender would use to evaluate the Parent certifying Receivables, the following legend (i) copies of or the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreementsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN CONTRIBUTED OR SOLD PURSUANT TO A PURCHASE AND SALE AGREEMENT, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsDATED AS OF APRIL 30, if any2001, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, AMONG CERTAIN ENTITIES LISTED ON SCHEDULE I THERETO, AS ORIGINATORS, CSS INDUSTRIES, INC. AND CSS FUNDING LLC, 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 APRIL 30, 2001 AS THE SAME MAY FROM TO TIME TO TIME BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED, AMONG CSS FUNDING LLC, AS SELLER, CSS INDUSTRIES, INC., AS SERVICER, MARKET STREET FUNDING CORPORATION, AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR."

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in under the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 (including the date thereof) satisfactory to the Administrative Agent and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Certified copies of (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Servicer and each Originator authorizing the execution, delivery, and performance by the Seller, the Servicer and the Originator approving of the applicable Transaction DocumentsDocuments to which they are a party, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller Seller, the Servicer and each Originator. (c) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Servicer and each Originator and (iv) certifying the names and true signatures of the its officers of the Seller and the Originator authorized to sign the Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may beSeller, the Administrative Agent Servicer and each Purchaser an Originator in form and substance satisfactory to the Agent, the Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or Seller, the Servicer and an Originator, as the case may be. (bd) A certificate Copies of proper financing statements, that have been duly executed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Secretary Purchaser contemplated by the Agreement and other Transaction Documents in the form satisfactory for filing. (e) Copies of proper financing statements, that have been executed on or Assistant Secretary before the date of such initial purchase if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller in the form satisfactory for filing. (f) Completed UCC requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (e) above and all other effective financing statements filed in the jurisdictions referred to in subsection (e) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Parent certifying Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security. (g) Copies of executed (i) copies of Lock-Box Agreements with the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking AgreementLock-Box Banks, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsthe Collection Account Agreement with the Collection Account Bank, if any, with respect to the Performance Undertaking Agreement and (iii) the names Liquidation Account Agreement with the Liquidation Account Bank. (h) Favorable opinions of (i) Xxxxx & Xxxxx, L.L.P., counsel for the Seller, the Servicer, the Performance Guarantor and true signatures (ii) counsel for the Originators and Imperial in form and substance acceptable to the Agent and as to corporate and such other matters as the Agent may reasonably request. (i) Favorable opinions of (i) Xxxxx & Xxxxx, L.L.P. counsel for the Seller and Imperial, and (ii) counsel for the Originators substantially in form of any substance acceptable to the Agent and as to bankruptcy matters. (j) a pro-forma Servicer Report. (k) Evidence (i) of the officers thereof authorized execution and delivery by each of the parties thereto of the Purchase and Contribution Agreement and all documents, agreements and instruments contemplated thereby (which evidence shall include copies, either original or facsimile, of each of such documents, instruments and agreements), (ii) that each of the conditions precedent to sign the Performance Undertaking execution and delivery of the Purchase and Contribution Agreement has been satisfied to the Agent's satisfaction, and (iii) that the initial purchases under the Purchase and Contribution Agreement have been consummated. (l) 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 then due and payable on the date thereof, together with Attorney Costs of the Agent to the extent invoiced prior to or on such date, plus such additional amounts of Attorney Costs as shall constitute the Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings; including any such costs, fees and expenses arising under or referenced in Section 5.4. (m) The Fee Letter between the Seller and the Agent contemplated by Section 1.5. (n) Good standing certificates with respect to the Seller, each Originator and the Servicer issued by the Secretaries of State of the States of such Person's organization and principal place of business. (o) Satisfactory results of a review and audit (performed by representatives of the Agent) 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 the Agreement. (p) [Intentionally omitted] (q) Written approval of the Facility by the Bank of Montreal and Xxxxxx Trust and Savings Bank. (r) Such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) Certified copies of the resolutions of the Board of Directors of the Seller approving, and evidence that each Originator has taken any necessary corporate action to authorize, this Agreement and the Originator approving the applicable Transaction Documents, (ii) Purchase Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller this Agreement and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the OriginatorPurchase Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Parent Seller and each Originator certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof of the Seller and the Originators authorized to sign the Performance Originator Purchase Agreement and this Agreement and the other documents to be delivered by it hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in (i) the Receivables, Contracts or Related Security previously granted by the Seller or the Originators and (ii) the collateral security referred to in Section 2.10 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 that name the Seller or an Originator as debtor, together with copies of such financing statements (none of which shall cover any Receivables, Contracts, Related Security or the collateral security referred to in Section 2.10). (f) Executed copies of Lock-Box Agreements with each Lock-Box Bank. (g) A favorable opinion of Squire, Sanders & Dempsey L.L.P., counsel for the Seller and the Originatorx, xxxxtanxxxxxx in the form of Annex C hereto and as to such other matters as the Agent may reasonably request. (h) The Fee Agreement. (i) A Drawdown Notice. (j) The Undertaking Agreement, duly executed by Ferro Corporation. (k) An executed copy of the Originator Purchase Agreement. (l) A copy of the by-laws of the Seller, certified by the Secretary or Assistant Secretary of the Seller. (m) A copy of the certificate or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (n) A favorable opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP, counsel for the Agent, xx to such matters as txx Xgent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions condition precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate 1. Counterparts of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. 2. Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, the Sub-Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator, such Sub-Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator, each Sub-Originator and the Originator Servicer. 3. A certificate of the Secretary or Assistant Secretary of the Seller, the Originators, the Sub-Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, a Sub-Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, such Sub-Originator or the OriginatorServicer, as the case may be. (b) A certificate 4. 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, under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by this Agreement, the Sale Agreement and the Sub-Originator Sale Agreement. 5. Proper financing statements to be filed on or Assistant Secretary of promptly after the Parent certifying (i) Closing Date or time-stamped receipt copies of proper financing statements filed prior to the resolutions (if required) Closing Date, as applicable, necessary to release all security interests and other rights of any Person in the Board of Directors of Receivables, Contracts or Related Security previously granted by the Parent approving Originators, the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, Sub-Originators or the Seller. 6. Lien Search Results with respect to the Performance Undertaking Seller, each Originator and each Sub-Originator. 7. Favorable opinions, addressed to the Administrator, each Purchaser and each Purchaser Agent, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of counsel for Seller, the Originators, the Sub-Originators and the Servicer, II-1 covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters, noncontravention matters and certain bankruptcy matters. 8. A pro forma Monthly Information Package representing the performance of the Receivables Pool for the calendar month before closing and pro forma Weekly Information Package representing the performance of the Receivables Pool for the calendar week before closing. 9. Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and (iii) the names and true signatures applicable Purchaser Group Fee Letters. 10. Good standing certificates with respect to each of the officers thereof authorized to sign Seller, the Performance Undertaking AgreementOriginators, the Sub-Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. 11. Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. 12. Holdings shall own (directly or indirectly) all of the equity interests of the Comdata Originators.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions reasonably necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement. (e) Acknowledgment copies, or time stamped receipt copies of proper financing statements, if any, reasonably necessary to release all security interests and other rights of any Person in the Collateral previously granted by the Seller or the Originator. The Seller represents and warrants as follows: (a) The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, and is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on the Seller.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that Servicer (on the Administrative Agent and each Purchaser Agent Company's behalf) shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to Servicer (acting on the Administrative Agent and each Purchaser Agent:Company's behalf): (a) An Originator Assignment Certificate in the form of Exhibit C from each Originator, duly completed, executed and delivered by such Originator; (b) A copy of the resolutions of the Board of Directors of each Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the respective Secretary or Assistant Secretary of each Originator; (c) Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of such Originator's incorporation and the jurisdiction where such Originator's chief executive office is located; (d) A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Person's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate Servicer and the Administrative Agent Company may conclusively rely until such time as Servicer shall receive from such Person a revised certificate meeting the requirements of this subsection (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 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; (f) Originals of the proper financing statements (Form UCC-1) that have been duly executed and name each Purchaser Agent receives a subsequent incumbency certificate from Originator as the Seller assignor and the Company as the assignee (and the Issuer), as assignee of the Company) of the Receivables generated by such Originator as may be necessary or, in 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 such other rights, accounts, instruments and moneys (including, without limitation, 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 Servicer 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 (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 Related Rights) which is to be sold to the Company hereunder, and tax and judgment lien search reports from a Person satisfactory to Servicer showing no evidence of such liens filed against any Originator; (h) A favorable opinion of Xxxxxxxx & Xxxxxxxx, counsel to the Originators, in form and substance satisfactory to Servicer and the Administrator; (i) A Company Note in favor of each Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it duly executed by the Seller or the Originator.Company; and (bj) A certificate from an officer of each Originator to the effect that Servicer and each 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 Secretary type that a proposed purchaser or Assistant Secretary of lender would use to evaluate the Parent certifying Receivables, the following legend (i) copies of or the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreementsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO FIRST BRANDS FUNDING INC., (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsPURSUANT TO A PURCHASE AND SALE AGREEMENT, if anyDATED AS OF JUNE 5,1998, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAMONG FIRST BRANDS CORPORATION, THE ORIGINATORS NAMED THEREIN AND FIRST BRANDS FUNDING INC.; AND UNDIVIDED, FRACTIONAL OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO MARKET STREET FUNDING CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 5,1998, AMONG FIRST BRANDS FUNDING INC., FIRST BRANDS CORPORATION, MARKET STREET FUNDING CORPORATION AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR."

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Program Agent and each Purchaser Investor 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 Administrative Program Agent and each Purchaser Investor Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) Certified copies of the resolutions (or similar authorization, if not a corporation) of the Board of Directors (or similar governing body or Persons, if not a corporation) of the Seller Seller, the Parent and the other Originators approving this Agreement, the Originator approving the applicable Purchase Agreement and any other Transaction Documents, (ii) Documents to which it is a party and certified copies of all documents evidencing other necessary corporate or limited liability company, 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, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of Seller, the Parent approving and the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) Originators certifying the names and true signatures of the officers thereof of the Seller, the Parent and the other Originators authorized to sign this Agreement, the Performance Undertaking Originator Purchase Agreement and the other Transaction Documents to be delivered by it hereunder and thereunder. (c) Evidence of the filing of proper financing statements on or before the date of such initial purchase under the UCC of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by this Agreement and the Originator Purchase Agreement. (d) Evidence of the filing 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 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 Lock-Box Agreements with each Lock-Box Bank. (g) Opinions of (i) Mayer, Brown, Xxxx & Maw LLP, counsel for the Seller, the Parent and the other Originators, (ii) Tarrant Sibley, Senior Counsel, Corporate and Securities of the Parent, and (iii) Xxxx Xxxx, Division General Counsel of WOTC, substantially in the form of Annex C-1, C-2 and C-3 hereto, respectively, and as to such other matters as the Program Agent or any Investor Agent may reasonably request. (h) The Fee Agreements. (i) The Funds Transfer Letter. (j) An executed copy of the Originator Purchase Agreement. (k) An executed copy of the Parent Undertaking. (l) An executed copy of the Program Agent Account Control Agreement. (m) A copy of the limited liability company agreement or the by-laws of the Seller, the Parent and the other Originators, certified by the Secretary or Assistant Secretary of the Seller, the Parent or such other Originators, as the case may be. (n) A copy of the certificate of formation or articles of incorporation of each of the Seller, the Parent and the other Originators certified as of a recent date by its Secretary or by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of each of the Seller, the Parent and the other Originators from such Secretary of State or other official, dated as of a recent date. (o) The opening pro forma balance sheet of the Seller referred to in Section 4.01(e). (p) Evidence satisfactory to the Program Agent and each Investor Agent of the payment of (i) the up-front structuring fee referred to in the Fee Agreements and (ii) all out-of-pocket expenses then incurred by the Program Agent and the Investor Agents, including, without limitation, audit and legal fees. 38

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in under the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 (including the date thereof) satisfactory to the Administrative Agent and each Purchaser Agent: (a) A certificate duly executed counterpart of this Agreement. (b) A duly executed counterpart of the Secretary or Assistant Secretary Purchase and Sale Agreement. (c) A duly executed counterpart copy of the Seller and the Originator certifying Receivables Purchase Agreement. (d) Certified copies of (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Servicer and the Originator approving Parent authorizing the applicable execution, delivery, and performance by the Seller, the Servicer and the Parent, respectively, of the Agreement and the other Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of each of the Seller Seller, the Servicer and the Originator Parent (e) A certificate of the Secretary or Assistant Secretary of each of the Seller, the Servicer and (iv) the Parent certifying the names and true signatures of the officers of the Seller Seller, the Servicer and the Originator Parent, respectively, authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, the Servicer or the Originator, as Parent in form and substance satisfactory to the case may beAdministrative Agent, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originatorit. (bf) A certificate Signed copies of proper financing statements, in a form suitable for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary of Parallel Purchasers contemplated by the Parent certifying Agreement. (ig) Signed copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, in a form suitable for filing under the UCC of all jurisdictions that the Administrative Agent may deem necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller. (h) Completed UCC requests for information, dated on or before the date of such initial purchase, listing the financing statements referred to in subsection (d) above and all other effective financing statements filed in the jurisdictions referred to in subsection (f) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to the Performance Undertaking Agreement federal tax liens and (iii) the names and true signatures liens of the officers thereof authorized Pension Benefit Guaranty Corporation in such jurisdictions as the Administrative Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security. (i) A favorable opinion of Hunton & Williams, counsel for the Seller, the Servicer and the Parent, subxxxxxxxxly in the form of Annex C hereto and as to sign such other matters as the Performance Undertaking Administrative Agent may reasonably request. (j) A favorable opinion of in-house counsel for the Seller, the Servicer and the Parent, substantially in the form of Annex D hereto and as to such other matters as the Administrative Agent may reasonably request. (k) Satisfactory results of a review and audit of the Originators' collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originators' operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement. (l) Seller Report representing the performance of the portfolio purchased through the Agreement for the month prior to closing. (m) Good standing certificates with respect to each of the Seller, the Servicer and the Parent issued by the Secretary of the State Corporation Commission of Virginia. (n) Such other approvals, opinions or documents as the Administrative Agent or the Parallel Purchasers may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, the Transferor, and ACI authorizing the execution, delivery and performance by the Seller, the Originators, the Transferor and ACI, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or limited liability company agreement, as applicable, of the Seller Seller, the Originators, the Transferor and ACI. (c) A certificate of the Originator Secretary or Assistant Secretary of the Seller, each of the Originators, the Transferor and (iv) ACI certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, the Originators, the Transferor or the OriginatorACI, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, the Originators, the Transferor or ACI, as the Originatorcase may be. (bd) A certificate Proper financing statements (Form UCC-1), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller and the Administrator (for the benefit of the Parent certifying (iPurchasers) copies contemplated by the Agreement and each of the resolutions Sale Agreements. (if requirede) of Proper financing statements (Form UCC-3), duly authorized and suitable for filing under the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies UCC of all documents evidencing jurisdictions that the Administrator may deem necessary or desirable to release all security interests and other necessary corporate action and governmental approvalsrights of any Person in the Receivables, if anyContracts or Related Security previously granted by any Originator, with respect to the Performance Undertaking Agreement and (iii) Transferor or the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementSeller.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase Purchase (other than with respect to the followingcondition set forth in paragraph (g), which such condition must be satisfied within 30 days of such Purchase), each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and Worthington authorizing the execution, delivery and performance by the Seller, such Originator and Worthington, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller and the Seller, each Originator and Worthington. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Worthington certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWorthington, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or Worthington, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary Seller, Worthington and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement. (e) Acknowledgment copies, or Assistant Secretary time-stamped receipt copies, of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators, Worthington or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (e) above that name the Originators or the Seller as 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 or any Purchaser Agent may request, showing no Adverse Claims on any Pool Assets. (g) Copies of executed Lock-Box Agreements with each Lock-Box Bank. (h) Favorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of: (i) Xxxxx Day Xxxxxx & Xxxxx, counsel for the Seller, the Originators, Worthington and the Servicer, and (ii) Xxxx X. Xxxxxxxx, counsel for Seller, Worthington and the Originators. (i) Satisfactory results of a review and audit (performed by representatives of each Purchaser Agent) 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). (j) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing. (k) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of the Agreement and the Fee Letter. (l) Each Purchaser Group Fee Letter (received only by the related Purchaser Group Agent) duly executed by the Seller and the Servicer. (m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. (n) 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 the Agreement. (o) Each Liquidity Agreement (received only by the related Purchaser Group Agent) and all other Transaction Documents duly executed by the parties thereto. (p) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiiq) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and BAX authorizing the execution, delivery and performance by the Seller, each Originator and BAX, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and the Seller, each Originator and BAX. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, each Originator and BAX certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, each Originator or the OriginatorBAX, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or BAX, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary of Seller and the Parent certifying (i) copies of Issuer contemplated by the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents (including the First Amendment to the Sale Agreement) executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and WESCO authorizing the execution, delivery and performance by the Seller, such Originator and WESCO, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and the Seller, each Originator and WESCO. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and WESCO certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWESCO, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or WESCO, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary Seller, WESCO and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement. (e) Acknowledgment copies, or Assistant Secretary time-stamped receipt copies, of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators, WESCO or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in SUBSECTION (e) above that name the Originators or the Seller as 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 or any Purchaser Agent may request, showing no Adverse Claims on any Pool Assets. (g) Copies of executed Lock-Box Agreements with each Lock-Box Bank. (h) Favorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of: (i) Sidley & Austin, counsel for the Seller, the Originators, WESCO and the Servicer, and (ii) Jeffxxx X. Xxxxx, xxternal counsel for Seller, WESCO and the Originators. (i) Satisfactory results of a review 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 the Agreement, as confirmed in the agreed upon procedures report prepared by PriceWaterhouseCoopers, L.L.P., and delivered to the Administrator prior to the date hereof. (j) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing. (k) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of the Agreement and the Fee Letter. (l) Each Purchaser Group Fee Letter (received only by the related Purchaser Group Agent) duly executed by the Seller and the Servicer. (m) Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person's organization and principal place of business. (n) 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 the Agreement. (o) Each Liquidity Agreement (received only by the related Purchaser Group Agent) and all other Transaction Documents duly executed by the parties thereto. (p) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiiq) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in under the Pool Receivables under this Third Amended Original Purchase and Restated Sale Agreement is was subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Original Closing Date, the following, each (unless otherwise indicated) dated such datethe Original Closing Date, and each in form form, substance and substance date satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) A copy of the resolutions of the Board of Directors of the Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Originator; (b) A Certificate of Existence for the Originator issued as of a recent date by the Indiana Secretary of State; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of authorized on the Seller and the Originator authorized Originator's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate the Administrative Agent Company and each Purchaser Agent receives a subsequent incumbency certificate the Servicer (if other than the Originator) may conclusively rely until such time as the Company and the Servicer shall receive from the Seller or 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, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it duly certified by the Seller or the Originator. (b) A certificate of the Secretary or an Assistant Secretary of the Parent certifying 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) copies of the resolutions (if required) execution and delivery by each of the Board parties thereto of Directors each of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company's satisfaction; and (iiii) the names and true signatures A certificate from an officer of the officers thereof authorized Originator to sign the Performance Undertaking Agreementeffect that Servicer and the Originator have placed on the 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 following legend (or the substantive 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., AS AGENT."

Conditions Precedent to Initial Purchase. The Except solely with respect to the post-closing items set forth in Section 3 of this Exhibit II (and solely subject to the time periods for obtaining such items described therein), the initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate Counterparts of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) copies of the resolutions of the Board board of Directors directors, board of managers or authorized committee thereof, as applicable, of each of the Seller Seller, the Originators, the Performance Guarantor and the Originator approving Servicer authorizing the applicable execution, delivery and performance by the Seller, such Originator, the Performance Guarantor and the Servicer, as the case may be, of the Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator, the Performance Guarantor and the Originator Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators, the Performance Guarantor and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, the Performance Guarantor or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, the Performance Guarantor or the OriginatorServicer, as the case may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements (including, if applicable, fixture filings and as-extracted collateral filings), duly filed on or before the date of such initial Purchase under the UCC of all jurisdictions that the Administrator and each Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement. (e) Acknowledgment copies, or Assistant Secretary time-stamped receipt copies, of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreementproper amendments or releases to financing statements, (ii) copies of all documents evidencing mortgages or other necessary corporate action and governmental approvalsapplicable instruments, if any, with respect necessary to release all security interests and other rights of any Person in the Performance Undertaking Agreement and (iii) Receivables, Contracts or Related Security previously granted by the names and true signatures of Originators or the officers thereof authorized to sign the Performance Undertaking AgreementSeller.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, CONSOL Energy and each Originator authorizing the execution, delivery and performance by the Seller, CONSOL Energy and each Originator, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate or organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or limited liability company agreement, as applicable, of the Seller Seller, CONSOL Energy and each Originator. (c) A certificate of the Secretary or Assistant Secretary of the Seller, each Originator and (iv) CONSOL Energy certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, any Originator, or the OriginatorCONSOL Energy, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, or CONSOL Energy, as the Originatorcase may be. (bd) A certificate Proper financing statements, on or before the date of such initial purchase suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary of Seller and the Parent certifying Administrator contemplated by the Agreement and the Sale Agreement. (ie) copies of Proper financing statements (Form UCC-3), suitable for filing under the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies UCC of all documents evidencing other necessary corporate action and governmental approvalsjurisdictions that the Administrator may deem, if any, necessary or desirable to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (e) above that name the Originators or the Seller as 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 financing statements (Form UCC-3) referred to in Subsection (e) above shall terminate. (g) Favorable opinions, in form and substance reasonably satisfactory to the Administrator, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Seller, CONSOL Energy, the Originators, and the Servicer. (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator or by third parties at the direction of the Administrator) of the Servicer's collection, operating and reporting systems, the Credit and Collection Policy of the Originators, 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 the Agreement. (i) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letters), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Fee Letters. (k) The Fee Letters duly executed by the Seller and the Servicer and the other parties thereto. (l) Good standing certificates with respect to each of the Seller, CONSOL Energy, 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 and chief executive office. (m) Each Liquidity Agreement and all other Transaction Documents duly executed by the parties thereto including the lenders participating in such Liquidity Agreement. (n) All information with respect to the Performance Undertaking Receivables as the Administrator or the Conduit Purchasers may reasonably request. (o) Satisfactory review of the Three Year Credit Agreement, dated as of September 16, 2002, as amended (the "Three Year Credit Agreement") and the 364-day Credit Agreement dated as of September 16, 2002, as amended (the "364-Day Credit Agreement"), among CONSOL Energy, (the "Borrower"), the banks, financial institutions and other lenders that are parties thereto, Xxxxxxx Xxxxx Barney Inc., as sole lead arranger, and Citibank, N.A., as administrative agent and the other parties thereto and an appropriate waiver or amendment to such Three Year Credit Agreement and (iii) such 364-Day Credit Agreement and confirmation to the names and true signatures satisfaction of the officers thereof authorized Administrator and the Conduit Purchasers that there exist no conflicts between the Transaction Documents and such Three Year Credit Agreement and such 364-Day Credit Agreement and any intercreditor issues shall have been resolved to sign the Performance Undertaking Agreementsatisfaction of the Administrator and the Conduit Purchasers. (p) Such other approvals, opinions or documents as the Administrator or the Conduit Purchasers may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser 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 Administrative Agent and each Purchaser Agent: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement. (c) A copy of the certificate of formation or articles of incorporation of the Seller, certified as of a recent date by the Secretary of State or other appropriate official of the state of its organization, and a certificate as to the good standing of the Seller from such Secretary of State or other official, dated as of a recent date. (d) Acknowledgment copies or time stamped receipt copies of proper financing statement amendments and assignments, duly filed on or before the date of such initial purchase under the UCC of all relevant jurisdictions reasonably necessary to perfect the ownership and security interests contemplated by the Agreement and the Purchase Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A counterpart of the Agreement and the other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) the resolutions of the Board of Directors or the Board of Managers (as appropriate) of each of the Seller and the Originator authorizing the execution, delivery and performance by the Seller and the Originator, as the case may be, of the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary organizational or corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents and (iii) the certificate of incorporation and by-laws or the limited liability company agreement, as appropriate of the Seller and the Originator. (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or and the Originator, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or and the Originator, as the case may be. (bd) A certificate Proper financing statements, executed and suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, the Originator and the Administrator (on behalf of each Purchaser Group) contemplated by the Parent certifying Agreement and the Sale Agreement. (ie) Executed copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originator or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in SUBSECTION (e) above that name the Originator or the Seller as 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 or any Purchaser Agent may request, showing no Adverse Claims on any Pool Assets. (i) By the 30th day following the Closing Date, copies of executed Lock-Box Agreements with each Lock-Box Bank that is not a Community Bank and (ii) a certificate from an authorized officer of the Originator to the effect that the name of the renter of the KU Post Office Box has been changed to the name of the Seller. (h) Favorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of Xxxxxxx, Carton & Douglas, Ogden, Xxxxxx & Xxxxx and Xxxx X. XxXxxx, counsel for the Seller, the Originator, and the Servicer. (i) Satisfactory results of a review and audit (performed by representatives of the Administrator) of the Servicer's collection, operating and reporting systems, the Credit and Collection Policy of the 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 the Agreement. (j) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month ending December 31, 2000. (k) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in SECTION 6.4 of the Agreement and the Fee Letter. (l) Each Purchaser Group Fee Letter (received only by the related Purchaser Group Agent) duly executed by the Seller. (m) Good standing certificates with respect to each of the Seller, the Originator and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person's organization and principal place of business. (n) 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 the Agreement. (o) Each Liquidity Agreement (received only by the related Purchaser Group Agent) and all other Transaction Documents duly executed by the parties thereto. (p) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiiq) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase Purchase of a Receivable Interest in the Pool Receivables Interests under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent Purchasers shall have received on or before the date of such purchase Purchase the following, each (unless otherwise indicated) dated such date, date and in form and substance satisfactory to the Purchasers and the Administrative Agent and each Purchaser Agent: (a) A certificate Certificates of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of their respective officers authorized to sign this Agreement and the officers other documents to be delivered by them hereunder or in connection herewith, evidence of authorization of the transactions contemplated hereby, the articles of incorporation or formation (attached and appropriately certified by the Secretary of State of the Seller’s and each Originator’s jurisdiction of incorporation or formation) and the by-laws and all amendments thereto of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. (b) A certificate Executed financing statements (including any assignments of and amendments to financing statements previously filed), to be filed on or before the Secretary date of such initial Purchase under the UCC of all jurisdictions that the Purchasers or Assistant Secretary of the Parent certifying Administrative Agent may deem necessary or desirable in order (i) copies of to perfect the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, ownership interests contemplated by this Agreement and (ii) copies to perfect the ownership interests of all documents evidencing other necessary corporate action and governmental approvalsthe Seller in the receivables purchased by the Seller from the Originators pursuant to the Transfer Agreements. (c) Executed UCC termination statements, if any, necessary to release all security interests and other rights of any Person (other than the Purchasers and the Secondary Purchasers) in the Receivables, Contracts or Related Security previously granted by the Seller or any Originator. (d) Evidence (including Uniform Commercial Code search reports) that all Receivables and all proceeds thereof are free and clear of liens, security interests, claims and encumbrances other than those held by the Purchasers and the Secondary Purchasers. (e) An executed Transfer Agreement and Consent and Acknowledgment from each Originator. (f) A favorable opinion of counsel for the Seller and for each Originator as to such matters as the Purchasers or the Administrative Agent may reasonably request, including, without limitation, bankruptcy opinions with respect to the Performance Undertaking Agreement “true sale” and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementnonconsolidation.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Program Agent and each Purchaser Agent Investor Agent, as applicable, 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 Administrative Program Agent and each Purchaser Investor Agent, as applicable: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) Certified copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) this Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Transaction Documents, (iii) the by-laws Secretary or Assistant Secretary of the Seller and the Originator and (iv) certifying the names and true signatures of the officers of the Seller and the Originator authorized to sign this Agreement and the Transaction Documents other documents to be signed delivered by it hereunder. Until hereunder and thereunder. (c) Acknowledgment copies or time stamped receipt copies of proper financing statements, duly filed on or before the Administrative date of such initial purchase under the UCC of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and each Purchaser Agent receives a subsequent incumbency certificate from security interests contemplated by this Agreement and the Seller Originator Purchase Agreement. (d) Acknowledgment copies or time stamped receipt copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in (i) the OriginatorReceivables, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it Contracts or Related Security previously granted by the Seller or the OriginatorOriginator and (ii) the collateral security referred to in Section 2.11 previously granted by the Seller. (be) A certificate Completed requests for information, dated on or before the date of such initial purchase, listing all effective financing statements filed in the Secretary jurisdictions referred to in subsection (c) above that name the Seller or Assistant Secretary of the Parent certifying (i) Originator as debtor, together with copies of such financing statements (none of which shall cover any Receivables, Contracts, Related Security or the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect collateral security referred to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementin Section 2.11).

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrative Agent Administrator and each Purchaser AgentAgent the following: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) copies of the resolutions of the Board board of Directors directors or board of managers of each of the Seller Parent, the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) 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 by-laws organizational documents of the Seller Parent, the Seller, each Originator and the Originator 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, certificate of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of the Parent, the Seller, the Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Parent, the Seller, an Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or the OriginatorServicer, as the case may be. (bd) A certificate Proper financing statements that have been duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller and the Administrator (for the benefit of the Parent certifying Purchasers) contemplated by this Agreement and the Sale Agreement. (ie) copies Acknowledgment copies, or time stamped receipt copies, of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office. (f) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Closing Date, listing all financing statements filed with the secretary of state in the applicable jurisdictions of organization, and that name VWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens 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)). (g) Favorable opinions, addressed to each Rating Agency, 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 Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel for the Parent, the Seller, the Originators and the Servicer, and/or local or in-house counsel for the Parent, 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 (including the Investment Company Act), true sale and non-consolidation issues, 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 (d) 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) An Information Package as of the last day of the most recently completed Fiscal Month. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date 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 Letters. (k) Good standing certificates with respect to each of the Parent, the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business. (l) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement. (m) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiin) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Company and the Administrative Agent and each Purchaser Agent (as the Company’s assignee) shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance reasonably satisfactory to the Company and the Administrative Agent and each Purchaser Agent(as the Company’s assignee) from the Originator: (a) A copy of the resolutions or written consent of the board of directors of the Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the Secretary or Assistant Secretary of the Originator; (b) A good standing certificate for the Originator issued as of a recent date reasonably acceptable to the Company and the Administrative Agent (as the Company’s assignee) by the Secretary of State of the jurisdiction of the Originator’s organization and each jurisdiction where the Originator conducts a material portion of its business; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Person’s behalf to sign the Transaction Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Servicer, the Company and the Administrative Agent (as the Company’s assignee) may conclusively rely until such time as the Servicer, the Company and the Administrative Agent (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 the Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of the Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of the Originator (including all amendments and modifications thereto), each Purchaser Agent receives duly certified by the Secretary or an Assistant Secretary of the Originator; (e) The forms of a subsequent incumbency certificate from financing statement (Form UCC-1) that names the Seller 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 sold by the Originator as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC 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) Written search results listing all effective financing statements that name the Originator as debtor or seller and that are filed in the 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 Closing Date), 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 results showing no evidence of such liens filed against the Originator; (g) Favorable opinions of counsel to the Originator, in form and substance reasonably satisfactory to the Company and the Administrative Agent and each Purchaser Agent shall be entitled to rely on (as the last such certificate delivered to it by the Seller or the Originator.Company’s assignee); and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies Evidence of the resolutions (if required) execution and delivery by the Originator and the Company of each of the Board of Directors of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith; and (ii) copies evidence that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrative Agent’s (iiias the Company’s assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form form, substance and substance date satisfactory to the Administrative Agent and each Purchaser AgentCompany: (a) A copy of the resolutions of the Board of Directors of each Originator approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of each Originator; (b) Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of such Originator's incorporation and the jurisdiction where such Originator's chief executive office is located; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the each Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Originator's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate the Administrative Agent 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 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 assignor and the Company as the assignee (and Purchaser Agent receives a subsequent incumbency certificate from as assignee of the Seller 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 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 Agent listing all effective financing statements that name each 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 such Originator; (g) Favorable opinion of (i) Xxxxx and Xxxxx, L.L.P., special counsel to each Originator and (ii) local counsel to each Originator, as in the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator.forms of Exhibit C; (bh) 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 satisfaction; and (i) A certificate from an officer of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect each Originator to the Performance Undertaking Agreement effect that Servicer and each Originator have placed on the 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 following legend (iii) or the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD OR CONTRIBUTED TO IMPERIAL SECURITIZATION CORPORATION PURSUANT TO A PURCHASE AND CONTRIBUTION AGREEMENT, DATED AS OF JUNE 30, 1999, AS AMENDED, AMONG IMPERIAL DISTRIBUTING, INC., THE ORIGINATORS NAMED THEREIN AND IMPERIAL SECURITIZATION CORPORATION; AND AN UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN SOLD TO FAIRWAY FINANCE CORPORATION PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JUNE 30, 1999, AS AMENDED, AMONG IMPERIAL SECURITIZATION CORPORATION, IMPERIAL DISTRIBUTING, INC., AS SERVICER, IMPERIAL SUGAR COMPANY, AS PERFORMANCE GUARANTOR, FAIRWAY FINANCE CORPORATION AND XXXXXXX XXXXX SECURITIES INC.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase Purchase (other than with respect to the followingcondition set forth in PARAGRAPH (g), which such condition must be satisfied within 30 days of such Purchase), each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, AGSC and Greetings authorizing the execution, delivery and performance by the Seller, such Originator, AGSC and Greetings, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate organizational action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws or certificate of formation and limited liability company agreement or any other organizational document, as applicable, of the Seller Seller, each Originator, AGSC and Greetings. (c) A certificate of the Originator Secretary or Assistant Secretary of the Seller, the Originators, AGSC and (iv) Greetings certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, AGSC or the OriginatorGreetings, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, AGSC or Greetings, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller, Greetings and the Administrator (on behalf of each Purchaser) contemplated by the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action the Sale and governmental approvalsContribution Agreement, if any, with respect to the Performance Undertaking Receivables Sale Agreement and (iii) the names Purchase and true signatures of the officers thereof authorized to sign the Performance Undertaking Sale Agreement.

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingfollowing items, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each such Purchaser Agent: (a) A certificate One or more counterparts of the Secretary Agreement and each other Transaction Document (including all amendments, modifications and supplements thereto executed on or Assistant Secretary prior to the Closing Date), in each case executed by each of the Seller and the Originator certifying parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and WESCO authorizing the execution, delivery and performance by the Seller, such Originator and WESCO, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and the Seller, each Originator and WESCO. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and WESCO certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWESCO, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or WESCO, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements (and/or amendments to, or assignments of, the financing statements filed in connection with the Original Agreement), duly filed on or before the date hereof under the UCC of all jurisdictions that the Administrator or any Purchaser Agent may deem necessary or desirable in order to perfect the interests of the Secretary Seller and the Administrator (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement. (e) One or Assistant Secretary more counterparts of the Parent certifying sixth amendment to the Sale Agreement, dated as of the Closing Date, executed by each of the parties thereto. (f) Completed UCC search reports, dated on or shortly before the date hereof, listing the financing statements filed in all applicable UCC jurisdictions that name the Originators or the Seller as 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 or any Purchaser Agent may request, showing no Adverse Claims on any Pool Assets. (g) Copies of any applicable amendments to the existing Lock-Box Agreements reasonably requested by the Administrator or any Purchaser Agent to evidence the transfer of administrative functions hereunder and thereunder from Wachovia Capital Markets, LLC to PNC Bank, National Association. (h) Favorable opinions (including any applicable bring-down opinions), in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of (i) copies of K&L Gates LLP, counsel for Seller, Servicer and the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking AgreementOriginators, as to certain bankruptcy, UCC and/or general corporate and enforceability matters, (ii) copies of all documents evidencing other necessary Xxxxxxxx & Xxxx LLP, special Connecticut counsel to Communications Supply Corporation, as to certain general corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement enforceability matters and (iii) Friday Xxxxxxxx & Xxxxx, LLP, special Arkansas counsel to Xxxxxxx-Xxxxx Company, as to certain general corporate and enforceability matters, in each case as the names Administrator or any Purchaser Agent may reasonably request. (i) [Reserved]. (j) [Reserved]. (k) Evidence of payment by the Seller of all accrued and true signatures unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of the officers Agreement and the Fee Letter. (l) Each applicable Purchaser Group Fee Letter and/or any amendments thereto or amendments and restatements thereof authorized (received only by the related Purchaser Group Agent) duly executed by the Seller and the Servicer. (m) Good standing certificates with respect to sign each of the Performance Undertaking Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business. (n) 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 the Agreement. (o) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent may reasonably request. (p) Evidence in form and substance satisfactory to the Administrator and each Purchaser Agent that the aggregate outstanding Investment, Discount and all fees and other amounts payable to all applicable Purchasers in the Purchaser Group which includes General Electric Capital Corporation have been finally paid in full.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under ---------------------------------------- this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Funding Agents shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentFunding Agents: (a) A certificate counterpart of the Secretary or Assistant Secretary of Agreement, the Seller other Transaction Documents and the Originator certifying Intercreditor Agreement duly executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller and Servicer authorizing the Originator approving execution, delivery and performance by it, of the applicable Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of such Person. (c) A certificate of the Secretary or Assistant Secretary of each of the Seller and the Originator and (iv) Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent receives Funding Agents receive a subsequent incumbency certificate from the Seller or the Originator, as the case may besuch Person, the Administrative Agent and each Purchaser Agent Funding Agents shall be entitled to rely on the last such certificate delivered delivered. (d) Copies of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that either Funding Agent may deem necessary or desirable in order to it perfect the interests of the Collateral Agent contemplated by the Agreement. (e) Copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller or the any Originator. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Initial Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingpurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator, unless waived by the Administrator in writing: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators and WESCO authorizing the execution, delivery and performance by the Seller, such Originator and WESCO, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the certificate of incorporation and by-laws of the Seller and the Seller, each Originator and WESCO. (ivc) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and WESCO certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, an Originator or the OriginatorWESCO, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or WESCO, as the Originatorcase may be. (bd) A certificate Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary Seller, WESCO and the Issuer contemplated by the Agreement and the Sale Agreement. (e) Acknowledgment copies, or Assistant Secretary time-stamped receipt copies, of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators, WESCO or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (e) above that name the Originators or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to the Performance Undertaking Agreement judgment liens, federal tax liens and (iii) the names and true signatures liens of the officers thereof authorized to sign Pension Benefit Guaranty Corporation in such jurisdictions, as the Performance Undertaking AgreementAdministrator may request, showing no Adverse Claims on any Pool Assets.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement contribution hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Company shall have received received, on or before the date of such purchase Initial Purchase Date, the following, each (unless otherwise indicated) dated such datethe Initial Purchase Date, and each in form form, substance and substance date reasonably satisfactory to the Administrative Agent Company and each Purchaser Agentthe Administrator: (a) A copy of the resolutions of the Board of Directors of each Seller approving the Transaction Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by its Secretary or Assistant Secretary; (b) Good standing certificate for each Seller issued as of a recent date by the Secretary of State of the jurisdiction of its incorporation and its principal place of business; (c) A certificate of the Secretary or Assistant Secretary of the each Seller and the Originator certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized on such Seller's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until (on which certificate the Administrative Agent Company, the Master Servicer and the Administrator may conclusively rely until such time as the Company, the Master Servicer and the Administrator shall receive from such Seller a revised certificate meeting the requirements of this subsection (c); (d) The articles of incorporation of each Purchaser Agent receives Seller, duly certified by the Secretary of State of the jurisdiction of its incorporation as of a subsequent incumbency certificate from recent date, together with a copy of its by-laws, duly certified by its Secretary or an Assistant Secretary; (e) Any documents (including, without limitation, financing statements) required by the Seller Administrator to be filed, registered or recorded in order to create, for the Originatorbenefit of the Company (and the Administrator on behalf of the Purchaser, as assignee of the case Company), a first priority perfected ownership interest in all Transferred Receivables and Related Rights in which the ownership interest may bebe assigned to it hereunder, in each office in each jurisdiction in which such filings, registration and recordations are required or, in the Administrative Agent Administrator's opinion, desirable to perfect such ownership interest, and each Purchaser Agent the Administrator shall be entitled satisfied that all such filings, registrations and recording will be completed promptly following the Initial Purchase Date and that all necessary filing, registration, recording and other fees and all taxes and expenses related to rely on the last such certificate delivered to it filings, registrations and recordings will be promptly paid in full by the Seller or the Originator.Sellers; (bf) A written search report from a Person satisfactory to the Master Servicer and the Administrator listing all effective financing statements that name any Seller as debtor or assignor and that are filed in the jurisdictions in which filings are 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) and those relating to the Existing Securitization shall cover any Transferred Receivable or any Related Right related to any such Receivable), and tax and judgment lien search reports from a Person satisfactory to the Master Servicer and the Administrator showing no evidence of such liens filed against any Seller; (g) 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 (h) A certificate from an officer of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect each Seller to the Performance Undertaking Agreement effect that the Master Servicer and such Seller have taken all steps reasonably necessary to ensure that there shall be placed on all summary master control data processing reports generated after the Initial Purchase Date the following legend (iii) or the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsubstantive equivalent thereof): "THE RECEIVABLES DESCRIBED HEREIN OTHER THAN CERTAIN EXCLUDED RECEIVABLES HAVE BEEN SOLD TO LFI RECEIVABLES CORPORATION PER THAT PURCHASE AND SALE AGREEMENT, DATED AS OF MARCH 23, 1999, AS AMENDED, RESTATED OR REPLACED FROM TIME TO TIME, AND AN OWNERSHIP AND SECURITY INTEREST IN SUCH RECEIVABLES HAS BEEN GRANTED TO BLUE RIDGE ASSET FUNDING CORPORATION, PER THAT RECEIVABLES PURCHASE AGREEMENT DATED AS OF MARCH 23, 1999, AS AMENDED, RESTATED OR REPLACED FROM TIME TO TIME. CONTACT WACHOVIA BANK, N.A., ADMINISTRATOR, FOR FURTHER INFORMATION.