Common use of Conditions to Issuance Clause in Contracts

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective Date: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes); (b) the New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager.

Conditions to Issuance. The issuance by Administrative Agent will not authenticate any Series 1995-1 Notes to be issued hereunder on the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries Sales Date for Series 1995-1 unless: (a) the New Indenture Trustee and the Administrative Agent shall have received fully executed copies of each of written certification from the Transaction Documents to which Limestone, Issuer and the Co-Issuer or Servicer that the Guarantor is a party (other than this New Indenture, the New Limestone Notes Purchase Agreement, and the Limestone Note Purchase Agreement shall have become effective and continue to be effective on the Series Sales Date for the Series 1995-1 Notes); (b) the New Indenture Trustee and the Administrative Agent shall have received certificates written certification from the Issuers Issuer and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect Servicer that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the all conditions precedent to the issuance of the New Limestone Series 1995-1 Notes contained in any other Transaction Document under Section 6.04 of the Indenture shall have been fulfilled (or waived)satisfied; (c) on or prior to the New Indenture Series Sales Date for the Series 1995-1 Notes, the Merger shall have been consummated and the Trustee and the Administrative Agent shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for written confirmation (including by telecopy) from the Dealer Manager to the effect that immediately before and immediately after the issuance Office of the New Limestone Notes on Secretary of State of Delaware confirming that the Effective Date no Indenture Default or Event Merger Certificate evidencing the effectiveness of Default shall have occurred the Merger was accepted and be continuingfiled in such office; (d) the New Indenture Administrative Agent and the Trustee shall have received Opinions fully-executed copies of (x) a pay-off letter executed by the Existing Program Agent, Southshore and Castlewood evidencing the repayment of all of the Existing Program Obligations and a discharge of all liens, claims and encumbrances securing such obligations and (y) all releases of any liens, claims or encumbrances filed by any of the foregoing securing any of the Existing Program Obligations (all of which will be delivered concurrently with the sale of Series 1995-1 Notes on the Series Sales Date and the delivery of the proceeds thereof to the Existing Program Agent in satisfaction and discharge of the Existing Program Obligations), which pay- off letter and releases shall be sufficient (as evidenced by an Opinion of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the IssuersIssuer) to release all such liens, xx xxxx claims and xxxxxxnce reasonably satisfactory to encumbrances securing any of the New Indenture Trustee and counsel for the Dealer Manager;Existing Program Obligations; and (e) on the exchange by Series Sale Date for the Issuers of Series 1995-1 Notes, the New Limestone Notes for Limestone Notes (in accordance with Trustee and the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee Administrative Agent shall have received ratings letters from Moody's rating the New Limestone Applicable Rating Agencies confirming that the Series 1995-1, Class A Notes shall be rated at least "Baa2AAA" or better by each of S&P and S&P raxxxx xxe New Limestone Duff & Xxxxxx and the Series 1995-1, Class B Notes shall be rated at least "BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers S&P and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerDuff & Xxxxxx.

Conditions to Issuance. The issuance by Each Conduit Investor had no obligation to purchase the Issuers and Class A Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2005-4 Closing Date unless: (a) the New Base Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)Series 2005-4 Supplement shall be in full force and effect; (b) the New Indenture Trustee Insurance Policy shall have received certificates from the Issuers been executed and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager delivered to the effect that the representations Trustee and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on in full force and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived)effect; (c) on the New Indenture Trustee Series 2005-4 Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or betterletter, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) the New Indenture Trustee shall have receivedit, from each of Mxxxx’x, S&P and Fitch stating that a long-term rating of “Aaa” (in the Issuers case of Moody’s) and “AAA” (in the case of S&P and Fitch) has been assigned to the Class A Notes; (d) each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel from Cravath, Swaine & Mxxxx LLP, or other counsel acceptable to the Conduit Investors and the GuarantorCommitted Note Purchasers, an Officer's Certificate attaching Organizational Documents with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and resolutionsUCC security interest matters, if applicabletax and no-conflicts); (e) at the time of such issuance, relating all conditions to the existence issuance of the Issuers Class A Notes under the Series 2005-4 Supplement and under Section 2.2 of the Guarantor, the trust authority Base Indenture shall have been satisfied or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerwaived.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the New Limestone Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective Closing Date: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Issuer or the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes Indenture and the Limestone Senior Notes); (b) the New Indenture Trustee shall have received certificates from each of the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager Initial Purchasers to the effect that the representations and warranties of the Issuers and the Guarantor, as applicable, such Person in the Transaction Documents shall be true on and as of the Effective Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), ) and that the conditions precedent to the issuance of the New Limestone Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible an Authorized Officer of El Paso Williams, in form and substance reasonably satisfactory to it txx Xxxxxture Trustee and counsel for the Dealer Manager Initial Purchasers to the effect that immediately before and immediately after the issuance of the New Limestone Senior Notes on the Effective Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions evidence that Williams issued to the Share Trust shares of Counsel the Williams Preferred Stock with an initial aggregate liquidatixx xxxxxrence in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Williams authorized and reserved 110,000,000 shares of Williams Commox Stock issuable upon conversion of the Williaxx Xxxxxrred Stock; (f) the Indenture Trustex xxxxx have received letters from Jones(i) Skadden, DayArps, Slate, Meagher & Flom LLP, special counsel for Williams, (ii) Crowe xxx Xxnlexx, special counsel for WCG anx XXX, (iii) William G. vxx Xxxxn, internal counsel of Williams, WCG and XXX, (xx) Xxxxx, Xxx, Reavis & Pogue, Richardsspecxxx xxxxsel for the Issuers, XXX and WCL and (v) Xxxxxrds, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the IssuersXxxxxxx, xx xxxx and xxxxxxnce reasonably satisfactory xach entitling it to rely upon certain opinions delivered by such counsel pursuant to the New Indenture Trustee and counsel for the Dealer ManagerParticipation Agreement; (eg) the exchange purchase of the Senior Notes will (i) be permitted by the Issuers laws and regulations of each jurisdiction to which the New Limestone Notes for Limestone Notes Initial Purchasers are subject, (in accordance with the Exchange Offerii) will not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (fh) there shall have occurred no invalidation of Section 4(2), Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager Initial Purchasers would materially impair the ability of the New Holders of any beneficial interest in a Global Note Initial Purchasers to acquirepurchase, hold or effect resales of the New Limestone Senior Notes as contemplated hereinherein shall have occurred; (gi) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Senior Notes "Baa2Baa3" or better, S&P rating the Senixx Notes "BB+" or better and S&P raxxxx xxe New Limestone Fitch rating the Senior Notes "BBBBBB-" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer ManagerInitial Purchasers; (hj) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement (i) Uniform Commercial Code Financing Statements signed by Limestonethe Issuer, in form and substance reasonably satisfactory to the Co-Issuer Indenture Trustee and the servicer named thereinInitial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Williams Dexxxx Xxxn constituting the Share Trust Reserve accompanied by an instrument of transfer duly executed in blank; and (ik) the New Indenture Trustee shall have received, from each of the Issuers Issuer and the GuarantorCo-Issuer, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantorsuch Person, the trust authority or corporate authority, as applicable, authority for and the validity of this New Indenture, the New Limestone Senior Notes and the other Transaction Documents, Documents and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerInitial Purchasers.

Conditions to Issuance. The issuance by Each Conduit Investor has no obligation to purchase the Issuers and Series 2010-2 Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2010-2 Closing Date unless: (a) the New Base Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)Series 2010-2 Supplement shall be in full force and effect as of such Series 2010-2 Closing Date; (b) as of such Series 2010-2 Closing Date, the New Indenture Trustee Funding Agents shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties copies of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Hertz and the certificate of formation and limited to an earlier dateliability company agreement of each of HVF and the Nominee certified by the Secretary of State of the state of incorporation or organization, as the case may be, (ii) modified to give effect board of directors resolutions of HVF, Hertz and the Nominee with respect to the transactions contemplated by the Transaction Documents or Series 2010-2 Supplement and this Agreement, and (iii) waived)an incumbency certificate of HVF, Hertz and that the conditions precedent to Nominee, each certified by the issuance secretary or equivalent officer of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, related entity in form and substance reasonably satisfactory to the New Indenture Trustee Administrative Agent; (c) [Reserved] (d) as of such Series 2010-2 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Weil, Gotshal & Xxxxxx LLP, or other counsel acceptable to the Conduit Investors and the Dealer ManagerCommitted Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts) and (ii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) as of such Series 2010-2 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2010-2 Notes; (f) at the time of such issuance, all conditions to the issuance of the Series 2010-2 Notes under the Series 2010-2 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (g) as of such Series 2010-2 Closing Date, the Administrative Agent shall have received evidence satisfactory to them of the completion of all UCC filings as may be necessary to perfect or evidence the assignment by HVF to the Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Series 2010-2 Collateral, the proceeds thereof and the security interests granted pursuant to the Series 2010-2 Supplement and the Collateral Agency Agreement; (h) as of such Series 2010-2 Closing Date, the New Indenture Trustee Administrative Agent shall have received a fully executed written search report listing all effective financing statements that name HVF, HGI, Hertz or the Nominee as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Services Agreement signed Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by Limestonethe Base Indenture, the CoSeries 2010-Issuer and 2 Supplement, this Agreement or the servicer named thereinother Series 2010-2 Related Documents; and (i) the New Indenture Trustee each Committed Note Purchaser shall have received, from each received payment of the Issuers and the GuarantorUp-Front Fee owing to it, an Officer's Certificate attaching Organizational Documents and resolutionsin each case, if applicable, relating to the existence as of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerSeries 2010-2 Closing Date.

Conditions to Issuance. The issuance by No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Issuers and Series 2011-1 Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2011-1 Closing Date unless: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Base Indenture, the New Limestone Notes Series 2011-1 Supplement and each other Series 2011-1 Related Document shall be in full force and effect as of the Limestone Notes)Series 2011-1 Closing Date; (b) as of the New Indenture Trustee Series 2011-1 Closing Date, each Funding Agent shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties copies of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited to an earlier dateliability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) modified to give effect board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Transaction Documents or Series 2011-1 Supplement and this Agreement, (iii) waived)an incumbency certificate of ZVF and Zipcar, and that each certified by the conditions precedent to the issuance secretary or equivalent officer of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, related entity in form and substance reasonably satisfactory to the New Indenture Trustee Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Dealer ManagerSecretary of State of the State of Delaware; (hc) as of the Series 2011-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received (a) opinions of counsel from (i) Xxxxxx & Xxxxxxx LLP, or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for the states of New York, California and Massachusetts, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) counsel to ZVF, which may be Xxxxxxxx, Xxxxxx & Finger LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers, with respect to certain corporate and bankruptcy matters under Delaware law, (iii) counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (iv) counsel to each Series 2011-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request and (v) in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (b) a reliance letter from counsel to the Back-Up Administrator permitting each Series 2011-1 Noteholder to rely on its previously issued opinion addressing certain corporate matters dated as of May 24, 2010; (d) as of the Series 2011-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture Trustee relating to the issuance of the Series 2011-1 Notes; (e) as of the Series 2011-1 Closing Date, all conditions to the issuance of the Series 2011-1 Notes under the Series 2011-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2011-1 Closing Date, the Administrative Agent shall have received a fully executed written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Services Agreement signed Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by Limestonethe Base Indenture, the CoSeries 2011-Issuer 1 Supplement, this Agreement or the other Related Documents; (g) the Collection Account and each of the Series 2011-1 Designated Accounts (other than the Series 2011-1 Cash Collateral Account) shall have been established in accordance with the Base Indenture and the servicer named therein; andSeries 2011-1 Supplement; (i) the New Indenture Trustee Administrative Agent shall have received, received an Officer’s Certificate from each of ZVF and Zipcar stating that all representations and warranties made by it in each of the Issuers Related Documents are true and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating correct; (j) each Funding Agent shall have received on or prior to the existence Series 2011-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the Conduit Investor in its Investor Group of Series 2011-1 Notes will not, in and of itself, result in a reduction or withdrawal of the Issuers rating of such Conduit Investor’s commercial paper notes by any nationally recognized rating agency rating such commercial paper notes; (k) each Funding Agent shall have received an original duly executed and authenticated Series 2011-1 Note registered in its name pursuant to Section 2.01 and stating that the Guarantor, principal amount thereof shall not exceed the trust authority or corporate authority, Maximum Investor Group Principal Amount of such Funding Agent’s Investor Group; and (l) the Administrative Agent shall have received all other closing deliverables as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance it shall reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerrequest.

Conditions to Issuance. The issuance by No Conduit Investor or Committed Note Purchaser has any obligation to acquire the Issuers and Class A Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2010-1 Closing Date unless: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Base Indenture, the New Limestone Notes Series 2010-1 Supplement and each other Series 2010-1 Related Document shall be in full force and effect as of the Limestone Notes)Series 2010-1 Closing Date; (b) as of the New Indenture Trustee Series 2010-1 Closing Date, each Funding Agent shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties copies of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically the Certificate of Incorporation and By-Laws of Zipcar and the certificate of formation and limited to an earlier dateliability company agreement of ZVF certified by the Secretary of State of the state of organization, as the case may be, (ii) modified to give effect board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Transaction Documents or Series 2010-1 Supplement and this Agreement, (iii) waived)an incumbency certificate of ZVF and Zipcar, and that each certified by the conditions precedent to the issuance secretary or equivalent officer of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, related entity in form and substance reasonably satisfactory to the New Indenture Trustee Administrative Agent, (iv) with respect to Zipcar, certificates of good standing from the Secretary of State of the States of Delaware and Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Secretary of State of the State of Delaware; (c) as of the Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Xxxxxx & Xxxxxxx LLP, or other counsel acceptable to the Conduit Investors and the Dealer ManagerCommitted Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, vehicle security interest matters for the states of New York and California, tax, general corporate matters, enforceability, required consents and no-conflicts), (ii) counsel to ZVF which may be Xxxxxxxx, Xxxxxx & Finger LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers with respect to certain corporate and bankruptcy matters under Delaware law, (iii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be Xxxxxx Xxxxxx Xxxxxxxxx Xxxx & Xxxx LLP or other counsel acceptable to the Conduit Investors and the Committed Note Purchasers with respect to vehicle security interest matters for the state of Massachusetts, (vi) from in-house counsel for Zipcar with respect to absence of litigation and no conflicts with material agreements and (viii) from counsel to the Back-Up Administrator with respect to certain corporate matters; (d) as of the Series 2010-1 Closing Date, each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Class A Notes; (e) as of the Series 2010-1 Closing Date, all conditions to the issuance of the Class A Notes under the Series 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) as of the Series 2010-1 Closing Date, the Administrative Agent shall have received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by the Base Indenture, the Series 2010-1 Supplement, this Agreement or the other Related Documents; (g) the Collection Account and each of the Series 2010-1 Designated Accounts shall have been established in accordance with the Base Indenture and the Series 2010-1 Supplement; (h) as of the New Indenture Trustee Series 2010-1 Closing Date, the Administrative Agent shall have received a fully evidence reasonably satisfactory to it that the Class B Note Purchase Agreement has been executed Administrative Services Agreement signed by Limestone, and that each condition precedent to the Co-Issuer issuance of the Class B Notes and the servicer named therein; andacquisition of the Class B Notes by the Class B Noteholders has been satisfied or waived; (i) the New Indenture Trustee Administrative Agent shall have received, received an Officer’s Certificate from each of ZVF and Zipcar, Inc. stating that all representations and warranties made by it in each of the Issuers Related Documents are true and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating correct; (j) each Funding Agent shall have received on or prior to the existence Series 2010-1 Closing Date, to the extent required, evidence satisfactory to it that the acquisition by the Conduit Investor in its Investor Group of Series 2010-1 Notes will not, in and of itself, result in a reduction or withdrawal of the Issuers and rating of such Conduit Investor’s commercial paper notes by any nationally recognized rating agency rating such commercial paper notes; (k) the Guarantor, Administrative Agent shall have received an officer’s certificate from the trust authority or Back-Up Disposition Agent regarding certain corporate authority, matters; and (l) the Administrative Agent shall have received all other closing deliverables as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance it shall reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerrequest.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall Certificates will be subject to issued only upon the satisfaction of the following conditions on or prior to the Effective Dateconditions: (ai) The following agreements must have been executed, acknowledged (if applicable) and delivered to the New Indenture Trustee shall have received fully executed copies of appropriate recipient by each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor Persons that is a party thereto, and executed original counterparts of each such agreement must also have been deposited with the Holders: (other than A) this New IndentureAgreement, the New Limestone Notes Guaranty, the Assignments and the Limestone Notes)New Operating Agreements; (bB) Swap Agreements, and confirmations of the initial Swaps executed thereunder, that are entered into by the Managing Trustee on behalf of the Trust and that satisfy the following requirements: (I) the New Indenture Trustee shall have received certificates initial Swaps executed under such Swap Agreements must cover an aggregate notional amount of gas equal to approximately 75% of the projected gas portion of the Oil and Gas projected to be produced from the Issuers Properties for the period from the Effective Date through December 31, 1998, (II) such Swap Agreements must be entered into with counterparties having senior unsecured debt obligations or long term deposit liabilities which are rated not less than "A" by S&P, (III) such Swap Agreements, and the Guarantor confirmation of the initial Swaps executed thereunder, shall otherwise be in form and substance reasonably satisfactory to it and counsel for the Dealer Manager acceptable to the effect that Series A Holders, and (IV) such Swap Agreements may be initially entered into by Seagull, and Seagull may execute the representations initial Swaps thereunder, if such Swap Agreements and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except initial Swaps are assigned by Seagull to the extent (i) specifically limited to an earlier dateTrust, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent prior to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso Certificates, pursuant to assignments that are in form and substance reasonably satisfactory to it and counsel for the Dealer Manager acceptable to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuingSeries A Holders; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager.

Conditions to Issuance. The issuance by Each Conduit Investor has no obligation to purchase the Issuers and Series 2008-1 Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2008-1 Closing Date unless: (a) the New Base Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)Series 2008-1 Supplement shall be in full force and effect; (b) the New Indenture Trustee The Funding Agents shall have received certificates from copies of (i) the Issuers Certificate of Incorporation and By-Laws of Hertz and the Guarantor certificate of formation and limited liability company agreement of each of HVF and the Nominee certified by the Secretary of State of the state of incorporation or organization, as the case may be, (ii) board of directors resolutions of HVF, Hertz and the Nominee with respect to the transactions contemplated by the Series 2008-1 Supplement and this Agreement, and (iii) an incumbency certificate of HVF, Hertz and the Nominee, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived)Administrative Agent; (c) on the New Indenture Trustee Series 2008-1 Closing Date, each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchaser with respect to such Investor Group, shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or betterletter, in form and substance reasonably satisfactory to it, from each of Xxxxx’x and S&P stating that an explicit public long term credit rating of “A2” (in the New Indenture Trustee case of Xxxxx’x) and “A” (in the case of S&P) has been assigned to the Series 2008-1 Notes; (d) each Conduit Investor and each Committed Note Purchaser shall have received opinions of counsel (i) from Weil, Gotshal & Xxxxxx LLP, or other counsel acceptable to the Conduit Investors and the Dealer ManagerCommitted Note Purchasers, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request (including, without limitation, regarding non-consolidation, true lease, true-sale and UCC security interest matters, tax and no-conflicts), (ii) from counsel to the Trustee acceptable to the Conduit Investors and the Committed Note Purchasers with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request and (iii) from counsel to each Series 2008-1 Letter of Credit Provider, if any, with respect to such matters as any such Conduit Investor or Committed Note Purchaser shall reasonably request; (e) each Conduit Investor and each Committed Note Purchaser shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the Series 2008-1 Notes; (f) at the time of such issuance, all conditions to the issuance of the Series 2008-1 Notes under the Series 2008-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (g) the Administrative Agent shall have received evidence satisfactory to them of the completion of all UCC filings as may be necessary to perfect or evidence the assignment by HVF to the Trustee or the Collateral Agent on behalf of the Trustee of its interests in the Collateral, the proceeds thereof and the security interests granted pursuant to the Base Indenture and the Collateral Agency Agreement; (h) the New Indenture Trustee Administrative Agent shall have received a fully executed written search report listing all effective financing statements that name HVF, HGI, Hertz or the Nominee as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that the Administrative Services Agreement signed Agent determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no such liens that are not permitted by Limestonethe Base Indenture, the CoSeries 2008-Issuer and 1 Supplement, this Agreement or the servicer named thereinother Related Documents; and (i) the New Indenture Trustee shall have receivedAdministrative Agent, from each of the Issuers Committed Note Purchaser, each Conduit Lender and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authorityeach Funding Agent, as applicable, for shall have received payment of the Structuring Fee and all fees due and payable pursuant to the Syndication Agreement and the validity Syndication Fee Letter, if any, in each case, as of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerSeries 2008-1 Closing Date.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee of the New Limestone Senior Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective Closing Date: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Issuer or the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes Indenture and the Limestone Senior Notes); (b) the New Indenture Trustee shall have received certificates from each of the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager Initial Purchasers to the effect that the representations and warranties of the Issuers and the Guarantor, as applicable, such Person in the Transaction Documents shall be true on and as of the Effective Closing Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), ) and that the conditions precedent to the issuance of the New Limestone Senior Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible an Authorized Officer of El Paso in Willxxxx, xx form and substance reasonably satisfactory to it the Indenture Trustee and counsel for the Dealer Manager Initial Purchasers to the effect that immediately before and immediately after the issuance of the New Limestone Senior Notes on the Effective Closing Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions evidence that Willxxxx xxxued to the Share Trust shares of Counsel the Willxxxx Xxxferred Stock with an initial aggregate liquidation preference in an amount equal to $1,400,000,000 in accordance with the Share Trust Agreement in form and substance reasonably satisfactory to the Indenture Trustee and counsel for the Initial Purchasers; (e) the Indenture Trustee shall have received evidence that Willxxxx xxxhorized and reserved 110,000,000 shares of Willxxxx Xxxmon Stock issuable upon conversion of the Willxxxx Xxxferred Stock; (f) the Indenture Trustee shall have received letters from Jones(i) Skadden, Arps, Slate, Meagxxx & Xlom XXX, special counsel for Willxxxx, (ii) Crowx xxx Dunlxxx, xxecial counsel for WCG and WCL, (iii) Willxxx X. xxx Xxxxx, xxternal counsel of Willxxxx, XXG and WCL, (iv) Jonex, Day, Reavis Reavxx & PogueXogux, Richardsxxecial counsel for the Issuers, Layton WCG and WCL and (v) Richxxxx, Xxxxxx & FingerXinger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory each entitling it to rely upon certain opinions delivered by such counsel pursuant to the New Indenture Trustee and counsel for the Dealer ManagerParticipation Agreement; (eg) the exchange purchase of the Senior Notes will (i) be permitted by the Issuers laws and regulations of each jurisdiction to which the New Limestone Notes for Limestone Notes Initial Purchasers are subject, (in accordance with the Exchange Offerii) will not violate any Applicable Law and (iii) not subject any Initial Purchaser to any Taxes, penalty or liability under or pursuant to any Applicable Law; (fh) there shall have occurred no invalidation of Section 4(2), Rule 144A or Regulation S under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager Initial Purchasers would materially impair the ability of the New Holders of any beneficial interest in a Global Note Initial Purchasers to acquirepurchase, hold or effect resales of the New Limestone Senior Notes as contemplated hereinherein shall have occurred; (gi) the New Indenture Trustee shall have received letters from Moody's Moodx'x xxxing the Senior Notes "Baa3" or better, S&P rating the New Limestone Senior Notes "Baa2BB+" or better and S&P raxxxx xxe New Limestone Fitch rating the Senior Notes "BBBBBB-" or better, in form and substance reasonably satisfactory to the New Indenture Trustee and the Dealer ManagerInitial Purchasers; (hj) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) Uniform Commercial Code Financing Statements signed by the New Indenture Trustee shall have receivedIssuer, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager.Initial Purchasers, (ii) the instrument evidencing the WCG Note accompanied by an instrument of transfer duly executed in blank and (iii) the instrument evidencing the Willxxxx

Conditions to Issuance. The issuance As conditions to the execution by the Issuers Obligors' Agent, and authentication and delivery by the Trustee of the Series 1998-1 Notes at the written direction of the Obligors' Agent and the sale of the Series 1998-1 Notes by the Series Obligors (by issuance thereof by the Obligors' Agent and authentication by the New Indenture Trustee upon the Obligors' Agent's instructions) on the Closing Date, (i) the Series Obligors shall have received by wire transfer the net proceeds of sale of the New Limestone Notes on initial issuance Series 1998-1 Notes, together with the Residual Interest and (ii) the Trustee shall be subject to the satisfaction of have received the following conditions on or prior to before the Effective Closing Date: (a) the New Indenture Trustee shall have received fully executed copies The List of each Initial Contracts, certified on behalf of the Transaction Documents to which LimestoneContributor by the President, any Senior Vice President, any Vice President or any Assistant Vice President of the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)Contributor; (b) the New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties Copies of resolutions of the Issuers board of directors of each of ALRC IV and ALRC V approving the Guarantorexecution, as applicable, in the Transaction Documents shall be true on delivery and as performance of the Effective Date as if made on this Series 1998-1 Supplement and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated hereby, certified by a Secretary or an Assistant Secretary of ALRC IV and ALRC V, as the Transaction Documents or (iii) waived)case may be, and that the conditions precedent to the issuance copies of resolutions of the New Limestone Notes contained in any other Transaction Document have been fulfilled (board of directors of each of the Contributor and the Servicer approving the execution, delivery and performance of the Series 1998-1 Supplement and the transactions contemplated hereby, certified by a Secretary or waived)an Assistant Secretary of the Contributor and Servicer, as the case may be; (c) the New Indenture Trustee shall have received a certificate A copy of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager an officially certified document, dated not more than 30 days prior to the effect that immediately before Closing Date and immediately after evidencing the issuance due organization and good standing of each of the New Limestone Notes on Series Obligors and of the Effective Date no Indenture Default or Event Contributor and the Servicer in their respective states of Default shall have occurred and be continuingorganization ; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers Copies of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Law; (f) there shall have occurred no invalidation Certificate of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal Incorporation and By-Laws of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment each of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters from Moody's rating the New Limestone Notes "Baa2" or better ALRC IV and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form ALRC V and substance reasonably satisfactory to the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee shall have received a fully executed Administrative Services Agreement signed by Limestone, the Co-Issuer and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers Contributor and the GuarantorServicer certified by the Secretary or an Assistant Secretary of an Officer of ALRC IV, an Officer's Certificate attaching Organizational Documents and resolutionsALRC V, if applicable, relating to the existence of the Issuers Contributor and the Guarantor, the trust authority or corporate authorityServicer, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager.case may be;

Conditions to Issuance. The issuance by Trustee will not authenticate the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall Series 2000-1 A-RI Certificate to be subject to the satisfaction issued hereunder unless each of the following conditions on or prior to the Effective Date:has been satisfied: Series 2000-1 A-RI Supplemental 4 Issuance Agreement (a) The Trustee, as assignee of GRC pursuant to Section 2.01 of the New Indenture Pooling and Servicing Agreement, shall have received the documentation described in Section 4.1 of the Purchase Agreement and all of such documentation shall comply with the requirements of such Section 4.1; (b) The Trustee shall have received fully executed written notification from S&P that ultimate payment of principal and timely payment of interest on the Series 2000-1 ARI Certificate to the Collateral Agent for the benefit of the Lenders shall be rated AAA by S&P; (c) The Trustee or its agent shall have received, and shall be holding in trust pursuant to the Pooling and Servicing Agreement, the Trust Assets and all documents, instruments and other assets required by the Pooling and Servicing Agreement to be delivered to the Trustee with respect thereto as of the Closing Date; (d) GRC shall have (i) caused all UCC financing statements necessary to perfect the interest of the Trustee in the Trust Assets (other than goods located outside the state of Illinois) to be duly filed in the manner required by the laws of each appropriate jurisdiction and performed all other actions required by Sections 2.01, 3.03 and 3.10 of the Pooling and Servicing Agreement to perfect the interest of the Trustee (for the benefit of the Certificateholders) in the Trust Assets and (ii) paid, or caused to be paid, all transfer taxes, documentary stamp taxes and filing fees incurred in connection therewith; (e) The Trustee shall have received certified copies of each the certificate of incorporation and by-laws of GRC, and of all documents evidencing corporate action taken by the Seller and GRC approving the execution and delivery of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes they are parties and the Limestone Notes); (b) the New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that the representations and warranties consummation of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager; (e) the exchange by the Issuers of the New Limestone Notes for Limestone Notes (in accordance with the Exchange Offer) will not violate any Applicable Lawthereby; (f) there The Trustee shall have occurred no invalidation received (directly or as assignee of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act GRC) signature and incumbency certificates executed by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment Authorized Officers of the Dealer Manager would materially impair Seller and GRC certifying the ability identities and signatures of those officers who executed the New Holders of any beneficial interest in a Global Note Transaction Documents to acquire, hold or effect resales of the New Limestone Notes as contemplated hereinwhich they are parties; (g) the New Indenture The Trustee shall have received letters from Moody's rating evidence that GRC shall have paid or shall have made arrangements for payment of all taxes, fees and governmental charges, if any, due in connection with the New Limestone Notes "Baa2" or better execution and S&P raxxxx xxe New Limestone Notes "BBB" or betterdelivery of this Agreement and the Pooling and Servicing Agreement, in form the issuance of the Certificates and substance reasonably satisfactory the assignment and pledge of the Trust Assets to the New Indenture Trustee under the Pooling and the Dealer Manager;Servicing Agreement; and (h) the New Indenture The Trustee shall have received a fully executed Administrative Services Agreement signed by Limestoneevidence that the principal of, interest on and all other amounts payable under the CoSeries 1993-Issuer 1 A-RI Certificates have been paid in full and the servicer named therein; and Series 1993-1 ARI Certificates have been canceled (i) or will be canceled contemporaneously with the New Indenture Trustee shall have received, from each issuance of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating Series 2000-1 A-R1 Certificate) pursuant to the existence terms of the Issuers Pooling and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Manager.Servicing Agreement. Series 2000-1 A-RI Supplemental 5 Issuance Agreement

Conditions to Issuance. The issuance by No Class B Noteholder has any obligation to purchase the Issuers and Class B Notes hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries 2010-1 Closing Date unless: (a) the New Indenture Trustee shall have received fully executed copies of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Base Indenture, the New Limestone Notes Series 2010-1 Supplement and the Limestone Notes)each other Series 2010-1 Related Document shall be in full force and effect as of such Series 2010-1 Closing Date; (b) as of the New Indenture Trustee Series 2010-1 Closing Date, each Class B Noteholder shall have received certificates from copies of (i) the Issuers Certificate of Incorporation and By-Laws of Zipcar and the Guarantor certificate of formation and limited liability company agreement of ZVF, as amended through the Series 2010-1 Closing Date, certified by the Secretary of State of the state of organization, as the case may be, (ii) board of directors resolutions of ZVF and Zipcar with respect to the transactions contemplated by the Series 2010-1 Supplement and this Agreement, (iii) an incumbency certificate of ZVF and Zipcar, each certified by the secretary or equivalent officer of the related entity in form and substance reasonably satisfactory to it and counsel for such Class B Noteholder, (iv) with respect to Zipcar, certificates of good standing from the Dealer Manager to the effect that the representations and warranties Secretary of State of the Issuers States of Delaware and Massachusetts and (v) with respect to ZVF, a certificate of good standing from the Guarantor, as applicable, in Secretary of State of the Transaction Documents shall be true on and State of Delaware; (c) as of the Effective Date as if made on and as Series 2010-1 Closing Date, each Class B Noteholder shall have received opinions of such date (except to the extent counsel (i) specifically limited from Xxxxxx & Xxxxxxx LLP, or other counsel acceptable to an earlier datesuch Class B Noteholders, with respect to such matters as such Class B Noteholder shall reasonably request (including, without limitation, regarding non-consolidation, true lease and UCC security interest matters, tax, vehicle security interest matters for the states of New York and California, general corporate matters, enforceability, required consents and no-conflicts), (ii) modified counsel to give effect ZVF which may be Xxxxxxxx, Xxxxxx & Finger LLP or other counsel acceptable to the transactions contemplated by the Transaction Documents or Class B Noteholders with respect to certain corporate and bankruptcy matters under Delaware law, (iii) waived)from counsel to the Trustee acceptable to each Class B Noteholder with respect to such matters as such Class B Noteholder shall reasonably request, (iv) from counsel to each Series 2010-1 Letter of Credit Provider, if any, with respect to such matters as any Class B Noteholder shall reasonably request, (v) from Massachusetts counsel to ZVF, which may be Xxxxxx Xxxxxx Xxxxxxxxx Xxxx & Xxxx LLP or other counsel acceptable to each Class B Noteholder with respect to vehicle security interest matters for the state of Massachusetts, (vi) from in-house counsel for Zipcar with respect to absence of litigation and that no conflicts with material agreements and (vii) from counsel to the conditions precedent Back-Up Administrator with respect to certain corporate matters; (d) as of the Series 2010-1 Closing Date, each Class B Noteholder shall have received copies of the documents specified in Section 2.2(b) of the Base Indenture relating to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waived); (c) the New Indenture Trustee shall have received a certificate of a Responsible Officer of El Paso in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuing; (d) the New Indenture Trustee shall have received Opinions of Counsel from Jones, Day, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerClass B Notes; (e) the exchange by the Issuers as of the New Limestone Series 2010-1 Closing Date, all conditions to the issuance of the Class B Notes for Limestone Notes (in accordance with under the Exchange Offer) will not violate any Applicable LawSeries 2010-1 Supplement and under Section 2.2 of the Base Indenture shall have been satisfied or waived; (f) there as of the Series 2010-1 Closing Date, each Class B Noteholder shall have occurred received a written search report listing all effective financing statements that name ZVF or Zipcar as debtor or assignor and that are filed in the State of Delaware and in any other jurisdiction that each Class B Noteholder determines is necessary or appropriate, together with copies of such financing statements, and tax and judgment lien searches showing no invalidation of Section 4(2)such liens that are not permitted by the Base Indenture, Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act Series 2010-1 Supplement, this Agreement or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated hereinother Related Documents; (g) the New Indenture Trustee Collection Account and each of the Series 2010-1 Designated Accounts shall have received letters from Moody's rating been established in accordance with the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to the New Base Indenture Trustee and the Dealer ManagerSeries 2010-1 Supplement; (h) as of the New Indenture Trustee Series 2010-1 Closing Date, each Class B Noteholder have received evidence reasonably satisfactory to it that the Class A Note Purchase Agreement has been executed; (i) each Class B Noteholder shall have received a fully executed Administrative Services Agreement signed an officer’s certificate from each of ZVF and Zipcar, Inc. stating that all representations and warranties made by Limestone, it in each of the CoRelated Documents are true and correct; (j) each Class B Noteholder shall have received an officer’s certificate from the Back-Issuer and the servicer named thereinUp Disposition Agent regarding certain corporate matters; and (ik) the New Indenture Trustee each Class B Noteholder shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, received all other closing deliverables as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance it shall reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerrequest.

Conditions to Issuance. The issuance by the Issuers and the authentication by the New Indenture Trustee obligation of the New Limestone Notes on initial issuance Bank to issue the Letter of Credit shall be subject to the satisfaction Bank's receipt of the following conditions on or prior following, in form satisfactory to the Effective DateBank: (a) the New Indenture Trustee shall have received fully two executed copies counterparts of each of the Transaction Documents to which Limestone, the Co-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)Agreement; (b) executed counterparts of each of the New Indenture Trustee shall have received certificates from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel Bond Documents (except for the Dealer Manager to the effect that the representations and warranties of the Issuers and the GuarantorBonds, as applicable, in the Transaction Documents shall to which a specimen copy may be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document have been fulfilled (or waivedfurnished); (c) an opinion of counsel for the New Indenture Trustee shall have received a certificate Borrower dated the Date of a Responsible Officer of El Paso Issuance addressed to the Bank, and substantially in the form attached hereto as Exhibit C, or otherwise in form and substance reasonably satisfactory to it and counsel for acceptable to, the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuingBank; (di) a copy of the New Indenture Trustee shall have received Opinions Certificate of Counsel Incorporation of the Borrower, certified as of June 8, 1998, by the Secretary of State of the State of Delaware; (ii) a certificate from Jonesthe Borrower that since June 8, Day1998, Reavis & Pogue, Richards, Layton & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory no change has been made to the New Indenture Trustee Articles of Incorporation of the Borrower; and counsel for (iii) a certificate dated no earlier than 60 days prior to the Dealer ManagerDate of Issuance of the Secretary of State of Delaware as to the good standing of the Borrower; (e) a certificate from the exchange by the Issuers secretary or an assistant secretary of the New Limestone Notes for Limestone Notes (in accordance with Borrower certifying to and attaching copies of its bylaws and resolutions of its board of directors authorizing and approving the Exchange Offer) will not violate transactions contemplated by this Agreement and as to the incumbency of each of its officers executing any Applicable Lawof such documents; (f) there shall have occurred no invalidation an opinion from Robixxxx, Xxadxxxx & Xinsxx, X.A., Special Bond Counsel, or a letter in substantially the form of Section 4(2), Rule 144A under Exhibit D hereto consenting to the Securities Act Bank's reliance on certain opinions delivered by any court or any withdrawal or proposed withdrawal of any rule or regulation under such counsel in form and substance satisfactory to the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated hereinBank and its counsel; (g) copies of all governmental approvals required in connection with this transaction, including resolution of the New Indenture Trustee shall have received letters from Moody's rating Borrower authorizing the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to issuance of the New Indenture Trustee and the Dealer ManagerBonds; (h) evidence of payment to the New Indenture Trustee shall have received a fully Bank of the initial annual letter of credit commission pursuant to Section 3.4 of this Agreement; (i) an executed Administrative Services Agreement signed by Limestone, counterpart of the Co-Issuer and the servicer named thereinCommitment Letter; and (ij) such other documents, instruments and certifications as the New Indenture Trustee shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance Bank may reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerrequire.

Conditions to Issuance. The issuance by Trustee will not execute, authenticate or deliver any Series 1997-1 Certificates to be issued hereunder on the Issuers and the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries Issuance Date for Series 1997-1 unless: (a) the New Indenture Trustee and the Placement Agent shall have received written certification from the Seller that the Agreement, this Supplement, the Seller Purchase Agreement, the Certificate Purchase Agreement, the Intercreditor Agreement and Lock-Box Notices with respect to all of the then-existing Lock-Box Accounts and the lock-boxes relating thereto shall have been fully executed copies of each of and shall have become effective and continue to be effective on or concurrently with the Transaction Documents to which Limestone, the CoSeries Issuance Date for Series 1997-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)1; (b) the New Indenture Trustee and the Placement Agent shall have received certificates written certification from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect Seller that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the all conditions precedent to the issuance of the New Limestone Notes contained in any other Transaction Document Series 1997-1 Certificates under Section 6.09 of the Agreement shall have been fulfilled (or waived)satisfied; (c) the New Indenture Trustee and the Placement Agent shall have received a certificate original copies of a Responsible Officer the Opinions of El Paso Counsel identified on Schedule II hereto, in each case, in form and substance reasonably and from such counsel as shall be satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuingit; (d) on the New Indenture Series Issuance Date for the Series 1997-1 Certificates, the Trustee and the Placement Agent shall have received Opinions of Counsel written confirmation from Jones, Day, Reavis Duff & Pogue, Richards, Layton Xxxxxx and Xxxxx'x that the Class A Certificates shall be rated at least "A" by Duff & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, Xxxxxx and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerat least "A2" by Xxxxx'x; (e) the exchange by Trustee shall have received written certification from the Issuers Placement Agent that (i) the Placement Agent shall have received fully-executed copies of all of the New Limestone Notes for Limestone Notes instruments, documents and agreements identified on the list of closing documents set forth as Schedule II hereto and (ii) that the Placement Agent has not made any public solicitations or public offers (in accordance each case, within the meaning of the Act) in connection with its placement of the Exchange Offer) will not violate any Applicable Law;Series 1997-1 Certificates; and (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters written confirmation from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to Placement Agent that the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee Placement Agent shall have received its placement agent fee (such fee to be determined in accordance with, and set forth in, a fully executed Administrative Services Agreement signed by Limestone, separate letter agreement between the Co-Issuer Placement Agent and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerCompany).

Conditions to Issuance. The issuance by Issuer will not execute, nor will the Issuers and Trustee authenticate or deliver, any Series 1997-1 Notes to be issued hereunder on the authentication by the New Indenture Trustee of the New Limestone Notes on initial issuance shall be subject to the satisfaction of the following conditions on or prior to the Effective DateSeries Closing Date for Series 1997-A unless: (a) the New Indenture Trustee and the Placement Agent shall have received written certification from the Issuer that the Agreement, this Supplement, the Issuer Purchase Agreement, the Seller Purchase Agreement, the Note Purchase Agreement, the Intercreditor Agreement and Lock-Box Notices with respect to all of the then-existing Lock-Box Accounts and the lock-boxes relating thereto shall have been fully executed copies of each of and shall have become effective and continue to be effective on or concurrently with the Transaction Documents to which Limestone, the CoSeries Closing Date for Series 1997-Issuer or the Guarantor is a party (other than this New Indenture, the New Limestone Notes and the Limestone Notes)A; (b) the New Indenture Trustee and the Placement Agent shall have received certificates written certification from the Issuers and the Guarantor in form and substance reasonably satisfactory to it and counsel for the Dealer Manager to the effect Issuer that the representations and warranties of the Issuers and the Guarantor, as applicable, in the Transaction Documents shall be true on and as of the Effective Date as if made on and as of such date (except to the extent (i) specifically limited to an earlier date, (ii) modified to give effect to the transactions contemplated by the Transaction Documents or (iii) waived), and that the all conditions precedent to the issuance of the New Limestone Series 1997-A Notes contained in any other Transaction Document under Section 6.09 of the Agreement shall have been fulfilled (or waived)satisfied; (c) the New Indenture Trustee and the Placement Agent shall have received a certificate original copies of a Responsible Officer the Opinions of El Paso Counsel identified on Schedule II hereto, in each case, in form and substance reasonably and from such counsel as shall be satisfactory to it and counsel for the Dealer Manager to the effect that immediately before and immediately after the issuance of the New Limestone Notes on the Effective Date no Indenture Default or Event of Default shall have occurred and be continuingit; (d) on the New Indenture Series Closing Date for the Series 1997-A Notes, the Trustee and the Placement Agent shall have received Opinions of Counsel written confirmation from Jones, Day, Reavis Duff & Pogue, Richards, Layton Xxxxxx and Xxxxx'x that the Series 1997-A Notes shall be rated at least "A" by Duff & Finger, P.A., specixx Xxlaware xxxxxxl for Wilmington Truxx Xxxpany, Xxxxxx and Potter Anderson & Corroon LLP, special Delaware counsel for the Issuers, xx xxxx and xxxxxxnce reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer Managerat least "A2" by Xxxxx'x; (e) the exchange by Trustee shall have received written certification from the Issuers Placement Agent that (i) the Placement Agent shall have received fully-executed copies of all of the New Limestone Notes for Limestone Notes instruments, documents and agreements identified on the list of closing documents set forth as Schedule II hereto and (ii) that the Placement Agent has not made any public solicitations or public offers (in accordance each case, within the meaning of the Act) in connection with its placement of the Exchange Offer) will not violate any Applicable Law;Series 1997-A Notes; and (f) there shall have occurred no invalidation of Section 4(2), Rule 144A under the Securities Act by any court or any withdrawal or proposed withdrawal of any rule or regulation under the Securities Act or the Exchange Act by the SEC or any amendment or proposed amendment thereof by the SEC which in the judgment of the Dealer Manager would materially impair the ability of the New Holders of any beneficial interest in a Global Note to acquire, hold or effect resales of the New Limestone Notes as contemplated herein; (g) the New Indenture Trustee shall have received letters written confirmation from Moody's rating the New Limestone Notes "Baa2" or better and S&P raxxxx xxe New Limestone Notes "BBB" or better, in form and substance reasonably satisfactory to Placement Agent that the New Indenture Trustee and the Dealer Manager; (h) the New Indenture Trustee Placement Agent shall have received its placement agent fee (such fee to be determined in accordance with, and set forth in, a fully executed Administrative Services Agreement signed by Limestone, separate letter agreement between the Co-Issuer Placement Agent and the servicer named therein; and (i) the New Indenture Trustee shall have received, from each of the Issuers and the Guarantor, an Officer's Certificate attaching Organizational Documents and resolutions, if applicable, relating to the existence of the Issuers and the Guarantor, the trust authority or corporate authority, as applicable, for and the validity of this New Indenture, the New Limestone Notes and the other Transaction Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the New Indenture Trustee and counsel for the Dealer ManagerCompany).