Common use of Conditions Precedent to Initial Purchase Clause in Contracts

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans and their Related Security is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation attestation with respect to the Seller issued by the Office of the Superintendent of Financial InstitutionsQuebec Enterprise Registrar. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) On the date of the initial purchase, the following statements shall be true: (i) the representations and warranties contained in Sections 4.1 and 4.2 are true and correct on and as of the date of such purchase as though made on and as of such date; and (ii) no event has occurred and is continuing, or would result from such purchase, that constitutes a Servicer Event of Default or that would constitute a Servicer Event of Default but for the requirement that notice be given or time elapse or both. (e) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (ef) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (fg) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario, as applicable, on or before the date of such purchase and in Québec under the PPSA in Ontario Civil Code within seven Montreal Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Purchased Loans contemplated by this Agreement. (gh) Executed copies of all registrations, financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with copies of the relevant registrations, financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (hi) Completed real right search results in the RPMRR and under the PPSA search resultsin Ontario, if applicable, dated within five ten Montreal Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show Date showing no other Adverse Claims on any of the Purchased LoansLoans or Related Security, and, in respect of the relevant effective registrations filed in Québec with the RPMRR that name the Seller as grantor or assignor referred to in Section 3.1(g) for such Purchase Date, certified statements of registration in respect of which will be made available within seven Montreal Business Days of such filing. (ij) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans a Receivable Interest under this Agreement is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the 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 it, acting reasonablythe Agent: (a) Executed Certified copies of the resolutions of the Board of Managers of the Seller approving, and evidence that an authorized officer of EDS, EIS and EPC has, pursuant to delegated authority, approved, this Agreement, the Originator Purchase Agreement and any other Transaction Documents to which it is a party and copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement, the Originator Purchase Agreement and any such other Purchase Transaction Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller Seller, EDS, EIS and EPC certifying the names and true signatures of the officers of the Seller Seller, EDS, EIS and EPC authorized to sign this Agreement, the Originator Purchase Agreement and the other Purchase Documents documents to which be delivered by it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Sellerhereunder and thereunder. (ec) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements Acknowledgment copies or duplicate registration time stamped receipt copies of proper assignmentsfinancing statements, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such initial purchase under the PPSA in Ontario UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement, the EDS Contribution Agreement and the Originator Purchase Agreement. (gd) Executed Acknowledgment copies or time stamped receipt copies of all proper financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in (i) the Purchased Assets Receivables, Related Security and any right to payment of any Receivable arising under a Contract previously granted by the Seller, together with copies of EDS or the relevant financing change statements or other discharge statements or releases with Originator, and (ii) the registration particulars stamped thereon or other assurance satisfactory to the Purchaser. (h) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements collateral security referred to in Section 3.1(f2.11 previously granted by the Seller. (e) above and Completed requests for information, dated on or before the date of such initial purchase, listing all other effective financing statements filed in the jurisdictions referred to in Section 3.1(fsubSection (c) above that name the Seller Seller, EPC, the Originator or EDS as debtor 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 (i) the Deposit Account Acknowledgment Agreement and show no (ii) the Lock-Box Agreement (Bank of America) with respect to each Lock-Box Account maintained with Bank of America, N. A. (g) A favorable opinion of Hxxxxx & Lxxx, L.L.P., counsel for the Seller, EDS, EPC and the Originator, substantially in the form of Annex C hereto and as to such other Adverse Claims on any of matters as the Purchased LoansAgent may reasonably request. (h) The Fee Agreement. (i) Such other approvalsThe Funds Transfer Letter. (j) An executed copy of the Originator Purchase Agreement. (k) A copy of the by-laws of EPC and EDS, opinions certified by the Secretary or documents Assistant Secretary of EPC or EDS, as the Purchaser case may reasonably requestbe. (l) A copy of the operating agreement or regulations of EIS and the Seller, certified by the Secretary or Assistant Secretary of EIS or the Seller, as the case may be. (m) A copy of the certificate or articles of incorporation or the certificate of formation of the Seller, EPC, the Originator and EDS, 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, EPC, the Originator and EDS from such Secretary of State or other official, dated as of a recent date. (n) The opening pro forma balance sheet of the Seller referred to in Section 4.01(e). (o) Executed copies of the Undertakings. (p) An executed copy of the EDS Contribution Agreement.

Conditions Precedent to Initial Purchase. The initial purchase by Purchase of Receivables from the Purchaser of Eligible Loans Sellers hereunder is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase Closing Date the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to it, acting reasonablythe Purchaser: (a) Executed 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 each Seller approving this Agreement and the other Purchase applicable Transaction Documents and certified copies of all documents evidencing other necessary corporate or limited liability company action, as the case may be, and governmental approvals, if any, with respect to this Agreement and the other applicable Transaction Documents. One such certificate will be acceptable for any number of such Persons having identical authorizations. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the each Seller certifying the names and true signatures of the officers of the such Seller authorized to sign this Agreement Agreement, the other applicable Transaction Documents and the other Purchase Documents documents to which be delivered by it is a partyhereunder. Until the Purchaser receives a subsequent incumbency One such certificate from the Seller, the Purchaser shall will be entitled to rely on the last acceptable for any number of such certificates delivered to it by the SellerPersons having identical authorized officers. (ec) A favourable opinion Acknowledgment copies (or other evidence of counsel for the Seller, in form filing satisfactory to the Purchaser, acting reasonably. (fAgent) Acknowledgements or duplicate registration copies of proper assignmentsfinancing statements and financing statement amendments or terminations, Financing Statements and other similar documents or instrumentsas applicable, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase the initial Purchase, naming each Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the PPSA in Ontario in order UCC of all appropriate jurisdictions or other applicable Law to perfect the interests Purchaser’s ownership of the Purchaser and security interest in the applicable Eligible Loans contemplated by this AgreementReceivables and Related Security and Collections with respect thereto. (gd) Executed Acknowledgment copies (or other evidence of all filing satisfactory to the Agent) of proper financing statementsstatements and financing statement amendments or terminations, financing change statements, discharges and releasesas applicable, if any, necessary to discharge release or release assign all security interests and other rights or interests of any Person in the Purchased Assets Receivables, Contracts or Related Security previously granted by the any Seller, together with 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 Purchaser. (he) Completed PPSA search resultsrequests for information, dated within five Business Days of on or before the date of the such initial Purchase DatePurchase, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(fsubsection (c) above and in any other jurisdiction reasonably requested by the Purchaser that name the any Seller as debtor and show no debtor, together with copies of such other Adverse Claims on financing statements (none of which shall cover any of the Purchased LoansReceivables, Contracts or Related Security). (f) A favorable opinion of (i) Such other approvalsSkadden, opinions or documents Arps, Slate, Mxxxxxx & Fxxx LLP, counsel for the Sellers and (ii) Rxxxxxx X. Xxxxx, General Counsel of the Parent, in form and substance satisfactory to the Purchaser, as to such matters as the Purchaser may reasonably request. (g) Duly executed copies of the Deposit Account Control Agreement and all documentation related thereto.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario and pursuant to Article 1642 of the Civil Code in Québec within seven Toronto Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Toronto Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Toronto Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans Portfolio Assets is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary General Counsel or an Assistant Corporate Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase under and pursuant to Article 1642 of the PPSA Civil Code in Ontario Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans Portfolio Assets is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario and British Columbia on or before the date of such purchase under and pursuant to Article 1642 of the PPSA Civil Code in Ontario Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans Portfolio Assets is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller and the Originator issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvalsapprovals by the Seller and the Originator. (d) A certificate of the Secretary or an Assistant Secretary of each of the Seller and the Originator certifying the names and true signatures of the officers of each of the Seller and the Originator authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the SellerSeller or the Originator, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the SellerSeller and the Originator. (e) A favourable opinion of counsel for the SellerSeller and the Originator, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as applicable, as seller or assignor assignor, and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase under and pursuant to Article 1642 of the PPSA Civil Code in Ontario Québec within seven Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement, and, in respect of Loans acquired by the Seller from the Originator, the equivalent documentation in respect of same, delivered pursuant to the B2B Mortgage Sale Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the SellerSeller or the Originator, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller or Originator, as applicable, as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) An executed copy of the B2B Mortgage Sale Agreement. (j) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans a Receivable Interest under this Agreement is subject to the conditions precedent thatthat the Program Agent and each Investor Agent, as the case may beapplicable, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to itthe Program Agent and each Investor Agent, acting reasonablyas applicable: (a) Executed Certified copies of the resolutions of the Board of Directors of the Seller and the Originator approving this Agreement and the certified copies of all documents evidencing other Purchase Documentsnecessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller and the Originator certifying the names and true signatures of the officers of the Seller and the Originator authorized to sign this Agreement and the other Purchase Documents documents to which be delivered by it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Sellerhereunder and thereunder. (ec) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements Acknowledgment copies or duplicate registration time stamped receipt copies of proper assignmentsfinancing statements, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such initial purchase under the PPSA in Ontario UCC of all jurisdictions that the Program Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement and the Originator Purchase Agreement. (gd) Executed Acknowledgment copies or time stamped receipt copies of all proper financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in (i) the Purchased Assets Receivables, Contracts or Related Security previously granted by the Seller or the Originator and (ii) the collateral security referred to in Section 2.11 previously granted by the Seller, together with 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 Purchaser. (he) Completed PPSA search resultsrequests for information, dated within five Business Days of on or before the date of the such initial Purchase Datepurchase, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(fsubsection (c) above that name the Seller or the Originator as debtor 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) Intentionally omitted. (g) A favorable opinion of Xxxxxx Xxxxxxxx LLP, counsel for the Seller and show no the Originator, substantially in the form of Annex C hereto and as to such other Adverse Claims on any of matters as the Purchased LoansAgent may reasonably request. (h) The Fee Agreements. (i) Such other approvalsThe Funds Transfer Letter, opinions or documents as the Purchaser may reasonably requestif applicable.

Conditions Precedent to Initial Purchase. The initial purchase Incremental Purchase under this Agreement by the each applicable Purchaser of Eligible Loans is subject to the conditions precedent that, as that (i) all Fees required to have been paid on or prior to the case may be, Closing Date pursuant to the following Fee Letters shall have occurred or that been paid in full and (ii) the Purchaser Administrative Agent and each Managing Agent shall have received on or before the date of such purchase Incremental Purchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to it, acting reasonablythe Administrative Agent and each Managing Agent: (a) Executed Certified copies of the resolutions of the Board of Directors or Managers, as the case may be, of each Transaction Party approving each Transaction Document to which it is a party and certified copies of all documents evidencing other necessary corporate or limited liability company action and governmental approvals, if any, with respect to this Agreement and the other Purchase Transaction Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller each Transaction Party certifying the names and true signatures of the officers of the Seller such Transaction Party authorized to sign this Agreement and the other Purchase Transaction Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (ec) A favourable opinion Acknowledgment copies or time stamped receipt copies (or other evidence of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (ffiling) Acknowledgements or duplicate registration copies of proper assignmentsfinancing statements, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such initial purchase under the PPSA in Ontario UCC of all jurisdictions that the Administrative Agent or any Managing Agent may deem necessary or desirable in order to perfect the ownership and security interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement and the Originator Purchase Agreement. (gd) Executed Acknowledgment copies or time stamped receipt copies of all proper financing statements, financing change statements, discharges and releases, if any, statements necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets Receivables, Contracts or Related Security previously granted by the Seller, together with copies any Transaction Party or any of the relevant financing change statements or other discharge statements or releases with the registration particulars stamped thereon or other assurance satisfactory to the Purchasertheir respective Affiliates. (he) Completed PPSA search resultsrequests for information, dated within five Business Days of on or before the date of the such initial Purchase DateIncremental Purchase, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(fsubsection (c) above that name the Seller or the Originator as debtor debtor, together with copies of such financing statements (none of which shall cover any Receivables, Contracts, Related Security or the collateral referred to in Section 2.15 except to the extent the Administrative Agent shall have received executed termination statements therefor pursuant to subsection (d) above or is otherwise released). (f) An opinion of Arent Fox Xxxxxxx Xxxxxxx & Xxxx PLLC, counsel to the Seller and show no other Adverse Claims on any the Originator, addressed to the Administrative Agent, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Rating Agencies, regarding substantive consolidation in the event of a bankruptcy of the Purchased LoansOriginator and true sale between the Originator and the Seller. (g) An opinion of Arent Fox Xxxxxxx Xxxxxxx & Xxxx PLLC, special counsel to the Transaction Parties addressed to the Administrative Agent, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Rating Agencies, regarding priority of the security interests arising under this Agreement and the Originator Purchase Agreement and such other matters as any Managing Agent may reasonably request. (h) An opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, counsel to the Transaction Parties, addressed to the Administrative Agent, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Rating Agencies, regarding the enforceability of the Transaction Documents, certain corporate matters, perfection of the security interests arising under this Agreement and the Originator Purchase Agreement and such other matters as any Managing Agent may reasonably request. (i) Such An opinion of general counsel of Medco, addressed to the Administrative Agent, the Conduit Purchasers, the Committed Purchasers, the Managing Agents and the Rating Agencies, regarding certain corporate matters and such other approvals, opinions or documents matters as the Purchaser any Managing Agent may reasonably request. (j) Executed copies of the Fee Letters. (k) An executed copy of the Funds Transfer Letter. (l) An executed copy of the Originator Purchase Agreement. (m) A copy of the limited liability company agreement of the Seller and the by-laws of Medco, certified by the Secretary or Assistant Secretary of the applicable Transaction Party. (n) A copy of the certificate of incorporation or certificate of formation (as applicable) of each Transaction Party, certified as of a recent date by the Secretary of State or other appropriate official of the State of incorporation or formation (as applicable) of such Transaction Party. (o) A certificate as to the good standing of each Transaction Party from the Secretary of State or other appropriate official of the State of incorporation or formation (as applicable) of such Transaction Party, dated as of a recent date. (p) The opening pro forma balance sheet of the Seller referred to in Section 4.01(e). (q) A completed Monthly Report for the Calculation Period ended June 30, 2003. (r) Copies of the documentation relating to the Spin-Off and the related financing transactions; (s) A certificate from the chief financial officer of the Originator to the effect that, both as of the Closing Date and immediately after giving effect to the Incremental Purchase to be made on the Closing Date, the Spin-Off, the payment of the contemplated dividend to Merck and all related financing transactions, the Originator and each Significant Subsidiary is and will be Solvent; (t) Confirmation that the final ratings of the Revolving Credit Agreement from each of S&P and Xxxxx'x are not less than the minimum long-term debt ratings required in order to satisfy the conditions precedent set forth in the Revolving Credit Agreement; and (u) Such other documents, instruments, certificates and opinions as the Administrative Agent or any Managing Agent shall reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser Acquirer of Eligible Loans Portfolio Assets is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser Acquirer shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Origination Purchase Documents. (b) A certificate of confirmation with respect to the Seller Originator issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvalsapprovals by the the Originator. (d) A certificate of the Secretary or an Assistant Secretary of the Seller Originator certifying the names and true signatures of the officers of the Seller Originator authorized to sign this Agreement and the other Origination Purchase Documents to which it is a party. Until the Purchaser receives Acquirer and the Guarantor receive a subsequent incumbency certificate from the SellerOriginator, the Purchaser Acquirer and the Guarantor shall be entitled to rely on the last such certificates delivered to it by the SellerOriginator. (e) A favourable opinion of counsel for the SellerOriginator, in form satisfactory to the PurchaserAcquirer and the Guarantor, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller Originator, as seller or assignor assignor, and the Purchaser Acquirer as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase under and pursuant to Article 1642 of the PPSA Civil Code in Ontario Québec within seven Business Days following such purchase in order to perfect the interests of the Purchaser Acquirer in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the SellerOriginator, together with 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 PurchaserAcquirer. (h) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller Originator, as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans Initial Purchase under this Agreement is subject to the following conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser Administrator shall have received on or before the date of such purchase the followingpurchase, each in form and substance (including the date thereof) satisfactory to it, acting reasonablythe Administrator: (a) Executed copies A counterpart of this the Agreement and the other Purchase DocumentsTransaction Documents executed by the parties thereto; provided that no Lock-Box Agreement need be delivered before the applicable Lock-Box Date. (b) A certificate Certified copies of: (i) the resolutions of confirmation the Board of Directors of each of the Seller and Lesco authorizing the execution, delivery and performance by the Seller and Lesco, 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 corporate or organizational action and governmental approvals, if any, with respect to the Seller issued by Agreement and the Office other Transaction Documents and (iii) the certificate of incorporation and by-laws of the Superintendent of Financial InstitutionsSeller and Lesco. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller and Lesco certifying the names and true signatures of the its officers of the Seller who are authorized to sign this the Agreement and the other Purchase Documents to which it is a partyTransaction Documents. Until the Purchaser Administrator receives a subsequent incumbency certificate from the SellerSeller or Lesco, as the case may be, the Purchaser Administrator shall be entitled to rely on the last such certificates certificate delivered to it by the SellerSeller or Lesco, as the case may be. (ed) A favourable opinion of counsel for the SellerAcknowledgment copies, in form satisfactory to the Purchaseror time stamped receipt copies, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignmentsfinancing statements, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such initial purchase under the PPSA in Ontario UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Purchaser in Seller, the applicable Eligible Loans Originator and the Issuer contemplated by this the Agreement and the Sale Agreement. (ge) Executed copies Acknowledgment copies, or time-stamped receipt copies, of all proper financing statements, financing change statements, discharges and releases, if any, necessary or desirable in the Administrator's sole discretion to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets 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 the relevant such other financing change statements or other discharge statements or releases statements, and similar search reports with the registration particulars stamped thereon or other assurance satisfactory respect to the Purchaser. (h) Completed PPSA search resultsjudgment liens, dated within five Business Days federal tax liens and liens of the date of Pension Benefit Guaranty Corporation in such jurisdictions, as the initial Purchase DateAdministrator may request, listing showing no Adverse Claims on any Pool Assets (other than Adverse Claims terminated by the financing statements referred to in Section 3.1(fsubsection (e) above above). 43 (g) Favorable opinions, in form and all other effective financing statements filed in substance reasonably satisfactory to the jurisdictions referred to in Section 3.1(fAdministrator, of: (i) above that name Bakex & Xostxxxxx XXX, counsel for the Seller as debtor and show no other Adverse Claims on any Lesco, and (ii) Clemente, Muelxxx & Xobix, X.A., special New York counsel for the Seller and Lesco. (h) Satisfactory results of a review and audit (performed by representatives of the Purchased LoansAdministrator) 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 the calendar month before closing. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent 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 and Lesco 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. (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 Purchaser Administrator or the Issuer may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans and their Related Security is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario and pursuant to Article 1642 of the Civil Code in Québec within seven Toronto Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Toronto Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Toronto Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. ‌ The initial purchase by the Purchaser of Eligible Loans is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions.Institutions.‌ (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase under the PPSA in Ontario in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement.Agreement.‌ (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased Loans. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by the Purchaser of Eligible Loans and their Related Security is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase (except as otherwise noted) the following, each in form and substance (including the date thereof) satisfactory to it, acting reasonably: (a) Executed copies of this Agreement and the other Purchase Documents. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents to which it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Seller. (e) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements or duplicate registration copies of proper assignments, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed under the PPSA in Ontario on or before the date of such purchase under and pursuant to Article 1642 of the PPSA Civil Code in Ontario Québec within seven Canadian Business Days following such purchase in order to perfect the interests of the Purchaser in the applicable Eligible Loans contemplated by this Agreement. (g) Executed copies of all financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets previously granted by the Seller, together with 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 Purchaser. (h) Completed PPSA search results, dated within five Canadian Business Days of the date of the initial Purchase Date, listing the financing statements referred to in Section 3.1(f) above (other than those filed in Québec, search results in respect of which will be made available within five Canadian Business Days of such filing) and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(f) above that name the Seller as debtor and show no other Adverse Claims on any of the Purchased LoansLoans or Related Security. (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase by Initial Purchase of Receivables from the Purchaser of Eligible Loans Seller hereunder is subject to the conditions precedent that, as the case may be, the following shall have occurred or that the Purchaser shall have received on or before the date of such purchase Purchase the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonably satisfactory to it, acting reasonablythe Purchaser: (a) Executed Certified copies of the resolutions of the Board of Directors of the Seller approving this Agreement and the certified copies of all documents evidencing other Purchase Documentsnecessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of confirmation with respect to the Seller issued by the Office of the Superintendent of Financial Institutions. (c) Certified copies of all documents evidencing necessary corporate approvals. (d) A certificate of the Secretary or an Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other Purchase Documents documents to which be delivered by it is a party. Until the Purchaser receives a subsequent incumbency certificate from the Seller, the Purchaser shall be entitled to rely on the last such certificates delivered to it by the Sellerhereunder. (ec) A favourable opinion of counsel for the Seller, in form satisfactory to the Purchaser, acting reasonably. (f) Acknowledgements Acknowledgment copies or duplicate registration time-stamped receipt copies of proper assignmentsfinancing statements, Financing Statements and other similar documents or instruments, with registration particulars stamped thereon, naming the Seller as seller or assignor and the Purchaser as purchaser or assignee, and duly filed on or before the date of such purchase the initial Purchase, naming the Seller as the seller/debtor and the Purchaser as the purchaser/secured party, or other similar instruments or documents, as the Purchaser may deem necessary or desirable under the PPSA in Ontario in order UCC of all appropriate jurisdictions or other applicable law to perfect the interests Purchaser's ownership of the Purchaser and security interest in the applicable Eligible Loans contemplated by this AgreementTransferred Receivables and Related Security and Collections with respect thereto or such other evidence as is reasonably satisfactory to the Purchaser. (gd) Executed Acknowledgment copies or time-stamped receipt copies of all proper financing statements, financing change statements, discharges and releases, if any, necessary to discharge or release all security interests and other rights or interests of any Person in the Purchased Assets Transferred Receivables, Contracts or Related Security previously granted by the Seller, together with copies of the relevant financing change statements Seller or such other discharge statements or releases with the registration particulars stamped thereon or other assurance evidence as is reasonably satisfactory to the Purchaser. (he) Completed PPSA search resultsrequests for information, dated within five Business Days of on or before the date of the such initial Purchase DatePurchase, listing the financing statements referred to in Section 3.1(fsubsection (c) above and all other effective financing statements filed in the jurisdictions referred to in Section 3.1(fsubsection (c) above that name the Seller as debtor and show no debtor, together with copies of such other Adverse Claims on financing statements (none of which shall cover any of the Purchased LoansTransferred Receivables, Contracts or Related Security). (i) Such other approvals, opinions or documents as the Purchaser may reasonably request.