Common use of Conditions Precedent to Initial Purchase Clause in Contracts

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

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) and each Purchaser AgentLender: (a) A a copy of the resolutions or unanimous written consent of the board of directors or other governing body of each Originator, approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of such Originator; (b) good standing certificates for each Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent (as the Buyer’s assignee) by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization or formation; (c) a certificate of the Secretary or Assistant Secretary of the Seller and the Originator each Originator, certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller authorized on such Person’s behalf to sign this Agreement and the Originator authorized to sign the other Transaction Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent receives (as the Buyer’s assignee) and each Lender shall receive from such Person a subsequent incumbency revised certificate meeting the requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws or other governing documents of such Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary or an Assistant Secretary of such Originator; (e) financing statements (Form UCC-1) in proper form for filing that have been duly authorized and name each Originator as the debtor/seller and the Buyer as the buyer/assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/assignee) of the Receivables generated by such Originator as may be necessary under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person reasonably satisfactory to the Seller Buyer and the Administrative Agent (as the Buyer’s assignee) listing all effective financing statements that name the Originators as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the Originatorapplicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person reasonably satisfactory to the Buyer and the Administrative Agent (as the Buyer’s assignee) showing no evidence of such liens filed against any Originator; (g) written opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Buyer, the Administrative Agent and each Purchaser Agent shall be entitled to rely on Lender; (h) a copy of the last such certificate delivered to it Intercompany Loan Agreement entered into by the Seller or Servicer and the Originator.Buyer, duly executed by the Servicer and the Buyer; and (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions evidence (if requiredi) of the Board of Directors execution and delivery by each of the Parent approving parties thereto of each of the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered by it in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (iiias the Buyer’s assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

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

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

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement Purchase hereunder is subject to the conditions condition precedent that the Administrative Agent and each Initial Purchaser Agent shall have received each of the following (with copies to the Administrator), on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, date and each in form and substance satisfactory to the Administrative Agent Initial Purchaser and each Purchaser Agentthe Administrator: (a) A certificate The XXX Agreement, duly executed by the parties thereto, together with evidence reasonably satisfactory to the Initial Purchaser that all conditions precedent to the initial purchase of an Asset Interest thereunder (other than any condition relating to the effectiveness of the Secretary or Assistant Secretary of the Seller and the Originator certifying (ipurchase commitment under this Agreement) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator.have been met; (b) A certificate of the Secretary or Assistant Secretary of the Parent KBK certifying (i) copies the names and the signatures of the resolutions incumbent officers of KBK authorized to sign this Agreement and the other Transaction Documents to be delivered by it (if required) on which certificate the Initial Purchaser may conclusively rely until such time as the Initial Purchaser shall receive a revised certificate meeting the requirements of the Board of Directors of the Parent approving the Performance Undertaking Agreementthis subsection (b)), (ii) that the copy of the articles or certificate of incorporation of KBK attached thereto and duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Initial Purchaser is a complete and correct copy thereof and that the same has not been amended, modified or supplemented and is in full force and effect as of the date thereof, (iii) that the copy of the by-laws of KBK attached thereto is a complete and correct copy thereof and that such by-laws have not been amended, modified or supplemented and are in full force and effect as of the date thereof, and (iv) the resolutions of KBK's board of directors approving and authorizing the execution, delivery and performance by KBK of this Agreement and the other Transaction Documents to which it is a party, and that such resolutions have not been amended, modified or rescinded and are in full force and effect as of the date thereof; (c) Copies of good standing certificates for KBK issued by the Secretary of State of Delaware and by the appropriate official of each other jurisdiction where such qualification is required under SECTION 6.1(B); (d) Acknowledgment copies (or other evidence of all documents evidencing filing reasonably acceptable to the Initial Purchaser) of (i) proper financing statements (Form UCC-1), filed on or prior to the date of the initial Purchase in the State of Texas and in such other necessary corporate action and governmental approvalsjurisdictions as the Initial Purchaser may reasonably request, substantially in the form of EXHIBIT 4.1(D) or in such other form as the Administrator may reasonably request (with such changes, if any, with respect as the Initial Purchaser may find acceptable in its discretion), naming KBK as the debtor and seller of Receivables and Related Assets, the Initial Purchaser as the secured party and purchaser and Purchaser as assignee; and (ii) such other, similar instruments or documents, if any, as may be necessary or, in the opinion of the Initial Purchaser, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the sale by KBK to the Performance Undertaking Agreement Initial Purchaser of the Receivables and Related Assets; (e) Search reports provided in writing to the Administrator by V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., (i) listing all effective financing statements or other, similar instruments or documents that name KBK as debtor and that are filed in the jurisdictions in which filings were made pursuant to CLAUSE (D) above and in such other jurisdictions as the Initial Purchaser shall reasonably request, together with copies of such financing statements (none of which, other than (x) any of the financing statements or other instruments or documents described in CLAUSE (D) above, and (iiiy) any financing statements which shall have been terminated (and of which the names Initial Purchaser shall have received satisfactory evidence of termination), shall cover any Receivables or Related Assets), and true signatures (ii) listing all tax liens and judgment liens (if any) filed against KBK in the jurisdictions described therein and showing no such Liens; (f) A favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., special counsel to KBK, in substantially the officers thereof authorized form of EXHIBIT 4.1(F)-1 and a favorable opinion of M▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, special Louisiana counsel to sign KBK, in substantially the Performance Undertaking Agreementform of EXHIBIT 4.1(F)-2; and (g) Such other agreements, instruments, certificates, opinions and other documents as the Initial Purchaser or the Administrator may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement Purchase hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received received, on or before the date of such purchase Purchase, the following, each (unless otherwise indicated) dated such date, date or another recent date acceptable to the Administrator and in form and substance satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) This Agreement, duly executed by each of the parties hereto; (b) The Sale Agreement, duly executed by KBK and Seller, together with (i) the closing documents required to be delivered thereunder, and (ii) evidence reasonably satisfactory to the Administrator that Seller shall have received from KBK capital contributions in an aggregate amount of not less than $5,000,000 in exchange for common stock of Seller; (c) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies the names and the signatures of the resolutions incumbent officers of the Board of Directors of the Seller authorized to sign this Agreement and the Originator approving other Transaction Documents to be delivered by it (on which certificate the applicable Transaction DocumentsAdministrator and Purchaser may conclusively rely until such time as the Administrator shall receive a revised certificate meeting the requirements of this subsection (c)), (ii) copies that the copy of all documents evidencing other necessary corporate action the articles or certificate of incorporation of Seller attached thereto and governmental approvals, if any, with respect duly certified by the Secretary of State of Delaware as of a recent date acceptable to the Transaction DocumentsAdministrator is a complete and correct copy thereof and that the same has not been amended, modified or supplemented and is in full force and effect as of the date thereof, (iii) that the copy of the by-laws of Seller attached thereto is a complete and correct copy thereof and that such by-laws have not been amended, modified or supplemented and are in full force and effect as of the Seller and the Originator date thereof, and (iv) the names resolutions of Seller's board of directors approving and true signatures authorizing the execution, delivery and performance by Seller of the officers of the Seller this Agreement and the Originator authorized to sign the other Transaction Documents to be signed which it is a party, and that such resolutions have not been amended, modified or rescinded and are in full force and effect as of the date thereof; (d) Copies of good standing certificates for Seller issued by it hereunder. Until the Administrative Agent Secretary of State of Delaware and by the appropriate official of each Purchaser Agent receives a subsequent incumbency certificate from other jurisdiction where such qualification is required under SECTION 6.01(B); (e) Acknowledgment copies (or other evidence of filing reasonably acceptable to the Seller Administrator) of (i) proper financing statements (Form UCC-1), filed on or prior to the Originatordate of the initial Purchase in the State of Texas and in such other jurisdictions as the Administrator may reasonably request, substantially in the form of EXHIBIT 5.01(E) or in such other form as the Administrator may reasonably request (with such changes, if any, as the case Administrator may befind acceptable in its discretion), naming Seller as the Administrative Agent debtor and each seller of an undivided percentage interest in the Pool Receivables and Related Assets and Purchaser Agent shall as the secured party and purchaser; and (ii) such other similar instruments or documents, if any, as may be entitled necessary or, in the opinion of the Administrator, desirable under the UCC or any comparable law of all appropriate jurisdictions to rely on perfect Purchaser's undivided percentage interest in the last such certificate delivered to it by the Seller or the Originator.Pool Receivables and Related Assets; (bf) A certificate of Search reports provided in writing to the Secretary or Assistant Secretary of the Parent certifying Administrator by V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., (i) listing all effective financing statements or other, similar instruments or documents that name Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to SUBSECTION (E) above and in such other jurisdictions as the Administrator shall reasonably request, together with copies of such financing statements (none of which, other than (1) any of the resolutions financing statements or other instruments or documents described in CLAUSE (E) above, and (2) any financing statements which shall have been terminated (and of which the Administrator shall have received satisfactory evidence of termination), shall cover any Receivables or Related Assets), and (ii) listing all tax liens and judgment liens (if requiredany) filed against any debtor referred to in CLAUSE (I) above in the jurisdictions described therein and showing no such Liens; (g) Duly executed copies of (i) Lock-Box Agreements with each of the Board of Directors of Lock-Box Banks, covering the Parent approving the Performance Undertaking AgreementLock-Box Accounts described in SECTION 7.01(I), (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to post-office box assignments for each post-office box into which Collections on the Performance Undertaking Agreement Pool Receivables may be deposited and (iii) the names Collection Account Agreement with the Collection Account Bank; (h) A favorable opinion of V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., special counsel to KBK and true signatures Seller, in substantially the form of EXHIBIT 5.01(H)-1 and a favorable opinion of general counsel to KBK and Seller, in substantially the form of EXHIBIT 5.01(H)-2; (i) Such powers of attorney, substantially in the form of EXHIBIT 5.01(I) (or in such other form as the Administrator may reasonably request), as the Administrator shall reasonably request to enable the Administrator to collect all amounts due under any and all Pool Receivables; (j) A PRO FORMA Information Package, prepared in respect of the officers thereof authorized proposed initial Purchase, as of the initial Cut-Off Date of April 11, 1997; (k) Written approval by the Credit Bank of this Agreement and the transactions contemplated hereby; (l) Letters from each of Standard & Poor's Ratings Services and M▇▇▇▇'▇ Investors Service, Inc. confirming that the existing ratings of the Commercial Paper Notes will remain in effect after giving effect to sign the Performance Undertaking Agreementtransactions contemplated hereby; (m) A computer file containing all account information related to the Receivables; and (n) Such other agreements, instruments, certificates, opinions and other documents as the Administrator may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement Purchase hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Transferee shall have received on or before the date of such purchase Purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Administrative Agent and each Purchaser AgentTransferee: (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies a copy of the resolutions of the Board of Directors of the Seller Transferor approving this Agreement and the Originator approving other Operative Documents to be delivered by it hereunder and the applicable Transaction Documentstransactions contemplated hereby, certified by its secretary or assistant secretary; (iii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws a certificate of the Seller and secretary or assistant secretary of the Originator and (iv) Transferor certifying the names and true signatures of the officers of the Seller authorized on its behalf to sign this Agreement and the Originator authorized to sign the Transaction Documents other documents to be signed delivered by it hereunder. Until hereunder (on which certificate the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate Transferee may conclusively rely until such time as the Transferee shall receive from the Seller or Transferor a revised certificate meeting the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the Originator. requirements of this subsection (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement)), (ii) a copy of the certificate of incorporation of the Transferor and (iii) a copy of the Transferor’s by-laws; (c) financing statements (Form UCC 1), in proper form for filing, naming Medallion Financial as the debtor/seller of the Financial Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Financial Medallion Loans; (d) financing statements (Form UCC 1), in proper form for filing, naming Freshstart as the debtor/seller of the Freshstart Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Freshstart Medallion Loans; (e) financing statements (Form UCC 1), in proper form for filing, naming Medallion Capital as the debtor/seller of the Capital Medallion Loans and Related Assets, the Transferor as secured party/buyer/assignor and the Transferee as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferor’s, and therefore, the Transferee’s, interests in the Capital Medallion Loans; (f) financing statements (Form UCC 1), in proper form for filing, naming the Transferor as the debtor/seller of the Medallion Loans and Related Assets and the Transferee as secured party/buyer/assignor and the Administrative Agent as assignee thereof, or other documents, as may be necessary or, in the opinion of the Transferee, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Transferee’s interests in the Medallion Loans and Related Assets; (g) receipt-stamped copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements (Form UCC 3), if any, with respect necessary to release all security interests and other rights of any Person in any Medallion Loans and Related Assets previously granted by the Transferor, Medallion Financial, Freshstart or Medallion Capital; (h) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Performance Undertaking Transferor, the Transferee, Medallion Financial, regarding the characterization of the Financial Medallion Loans sold by Medallion Financial to the Transferor pursuant to the Medallion Financial Loan Sale Agreement, the Freshstart Medallion Loans sold by Freshstart to The Transferor pursuant to the Freshstart Loan Sale Agreement, the Capital Medallion Loans sold by Medallion Capital to the Transferor pursuant to the Medallion Capital Loan Sale Agreement and (iii) the names Medallion Loans sold or contributed by the Transferor to the Transferee hereunder as true sales or contributions of, and true signatures not loans secured by, the Financial Medallion Loans, the Freshstart Medallion Loans, the Capital Medallion Loans or the Medallion Loans, as applicable, and as to the substantive nonconsolidation of either the Transferor or Medallion Financial with the Transferee in a bankruptcy of the officers thereof authorized Transferor and/or the Transferee; and (i) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to sign the Performance Undertaking AgreementTransferor, as to perfection, priority, certain corporate matters and such other matters as the Transferee may reasonably request.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement hereunder is subject to the conditions condition precedent that the Buyer, the Administrative Agent (as the Buyer’s ultimate assignee) and each Purchaser Agent Lender shall have received received, on or before the date of such purchase Closing Date, the following, each (unless otherwise indicated) dated such datethe Closing Date, and each in form and substance reasonably satisfactory to the Buyer and the Administrative Agent and each Purchaser Agent:(as the Buyer’s ultimate assignee): (a) A a copy of the resolutions or unanimous written consent of the board of directors or other governing body of the Sub-Originator, approving this Agreement and the other Transaction Documents to be executed and delivered by it and the transactions contemplated hereby and thereby, certified by the Secretary or Assistant Secretary of the Sub-Originator; (b) good standing certificates for the Sub-Originator issued as of a recent date acceptable to the Buyer and the Administrative Agent (as the Buyer’s ultimate assignee) by the Secretary of State (or similar official) of the jurisdiction of the Sub-Originator’s organization or formation and each other jurisdiction where the Sub-Originator is required to be qualified to transact business, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect; (c) a certificate of the Secretary or Assistant Secretary of the Seller and the Originator Sub-Originator, certifying (i) copies of the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller authorized on such Person’s behalf to sign this Agreement and the Originator authorized to sign the other Transaction Documents to be signed executed and delivered by it hereunder. Until (on which certificate the Servicer, the Buyer, the Administrative Agent (as the Buyer’s ultimate assignee) and each Purchaser Lender may conclusively rely until such time as the Servicer, the Buyer, the Administrative Agent receives (as the Buyer’s ultimate assignee) and each Lender shall receive from such Person a subsequent incumbency revised certificate from meeting the Seller requirements of this clause (c)); (d) the certificate or articles of incorporation or other organizational document of the Sub-Originator (including all amendments and modifications thereto) duly certified by the Secretary of State (or similar official) of the jurisdiction of the Sub-Originator’s organization as of a recent date, together with a copy of the by-laws or other governing documents of the Sub-Originator (including all amendments and modifications thereto), as applicable, each duly certified by the Secretary, an Assistant Secretary of the Sub-Originator; (e) proper financing statements (Form UCC-1) that have been duly authorized and name the Sub-Originator as the debtor/seller, the Buyer as the buyer/first assignor, the SPV as the buyer/second assignor (and the Administrative Agent, for the benefit of the Lenders, as secured party/ultimate assignee) of the Receivables generated by the Sub-Originator as may be necessary or, in the Buyer’s or the OriginatorAdministrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Buyer’s ownership or security interest in such Receivables and the Related Rights in which an ownership or security interest has been assigned to it hereunder; (f) a written search report from a Person satisfactory to the Buyer and the Administrative Agent (as the Buyer’s ultimate assignee) listing all effective financing statements that name the Sub-Originator as debtors or sellers and that are filed in all jurisdictions in which filings may be made against such Person pursuant to the applicable UCC, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, prior to the date hereof), shall cover any Receivable or any Related Rights which are to be sold to the Buyer hereunder), and tax and judgment lien search reports (including, without limitation, liens of the PBGC) from a Person satisfactory to the Buyer and the Administrative Agent and each Purchaser Agent shall be entitled to rely on (as the last Buyer’s ultimate assignee) showing no evidence of such certificate delivered to it by liens filed against the Seller or the Sub-Originator.; (bg) A certificate favorable opinions of counsel to the Secretary or Assistant Secretary of Sub-Originator, in form and substance reasonably satisfactory to the Parent certifying Buyer and the Administrative Agent; and (h) evidence (i) copies of the resolutions (if required) execution and delivery by each of the Board parties thereto of Directors each of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered by it in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Buyer’s and the Administrative Agent’s (iiias the Buyer’s ultimate assignee) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementsatisfaction.

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

Conditions Precedent to Initial Purchase. The initial purchase effectiveness of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions condition precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent Administrator and each Purchaser Agent: (a) A certificate Counterparts of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originators, the Sub-Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator, such Sub-Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, Documents and (iii) the by-laws organizational documents of the Seller Seller, each Originator, each Sub-Originator and the Originator Servicer. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators, the Sub-Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Seller, an Originator, a Sub-Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator, such Sub-Originator or the OriginatorServicer, as the case may be. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Performance Undertaking Agreement and (iii) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.

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

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

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

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

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

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

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent Administrator and each Purchaser Agent shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) reasonable satisfactory to the Administrative Agent Administrator and each Purchaser AgentAgent the following: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller this Agreement and the Originator certifying other Transaction Documents duly executed by the parties thereto. (b) Copies of: (i) copies of the resolutions of the Board board of Directors directors or board of managers of each of the Seller Parent, the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by the Seller, such Originator approving and the applicable Servicer, as the case may be, of this Agreement and the other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents, ; and (iii) the by-laws organizational documents of the Seller Parent, the Seller, each Originator and the Originator Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable party and, in the case of good standing certificates, certificates of qualification, certificate of formation or similar documents, the applicable secretary of state. (c) A certificate of the Secretary or Assistant Secretary of the Parent, the Seller, the Originators and (iv) the Servicer certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign this Agreement and the other Transaction Documents to be signed by which it hereunderis a party. Until the Administrative Agent Administrator and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Parent, the Seller, an Originator or the OriginatorServicer, as the case may be, the Administrative Agent Administrator and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, such Originator or the OriginatorServicer, as the case may be. (bd) A certificate Proper financing statements that have been duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to perfect the interests of the Secretary or Assistant Secretary Seller and the Administrator (for the benefit of the Parent certifying Purchasers) contemplated by this Agreement and the Sale Agreement. (ie) copies Acknowledgment copies, or time stamped receipt copies, of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvalsproper financing statements, if any, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in order to terminate or release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators or the Seller in any applicable secretary of state UCC filing office. (f) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly before the Closing Date, listing all financing statements filed with the secretary of state in the applicable jurisdictions of organization, and that name VWR, the Originators or the Seller as debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool Assets (other than those which have been released as described in the preceding clause (e)). (g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Parent, the Seller, the Originators and the Servicer, and/or local or in-house counsel for the Parent, the Seller, the Originators and the Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request, including, without limitation, organizational and enforceability matters (including the Investment Company Act), true sale and non-consolidation issues, certain bankruptcy matters, and certain UCC perfection and priority matters (based on the search results referred to in clause (f) above and the officer’s certificate referred to in clause (d) above). (h) Satisfactory results of a review, field examination and audit (performed by representatives of the Administrator) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under this Agreement. (i) An Information Package as of the last day of the most recently completed Fiscal Month. (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters. (k) Good standing certificates with respect to each of the Parent, the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization or formation and principal place of business. (l) To the extent required by each Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of such Notes after giving effect to the transaction contemplated by this Agreement. (m) A computer file containing all information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or any Purchaser Agent may reasonably request. (iiin) Such other approvals, opinions or documents as the names and true signatures of the officers thereof authorized to sign the Performance Undertaking AgreementAdministrator or any Purchaser Agent may reasonably request.

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

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

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

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

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

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent shall have received on or before the date of such purchase First Purchase Date the following, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser Agent: Purchaser: (a) A a counterpart of this Agreement duly executed by the Sellers Parties; (b) favorable opinions of (x) the General Counsel or an Assistant General Counsel of Mattel, relating to the Seller Parties and (y) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel to the Seller Parties; (c) authorization from Mattel to debit a bank account of Mattel maintained at the Purchaser, in an amount equal to twenty-five thousand dollars ($25,000), which amount constitutes an arrangement fee payable to BA Securities, Inc. (it being understood and agreed that such arrangement fee shall be payable by Mattel if such debit is not made prior to the initial purchase); (d) a certificate of the Secretary or Assistant Secretary of the each Seller and the Originator Party certifying in each case (i) copies the names and signatures of its applicable officers that shall execute and deliver the resolutions Transaction Documents (on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive a revised certificate meeting the requirements of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documentsthis clause), (ii) copies of all documents evidencing other necessary corporate action that attached thereto is a true and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws correct copy of the Seller and certificate or articles of incorporation (certified by the Originator and (iv) the names and true signatures Secretary of the officers State of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller Delaware or the OriginatorCalifornia, as the case may be) and by-laws of such Seller Party, the Administrative Agent and in each Purchaser Agent shall be entitled to rely case as in effect on the last date of such certificate delivered to it by the Seller or the Originator. certification, (biii) A certificate of the Secretary or Assistant Secretary of the Parent certifying (i) that attached thereto are true and complete copies of the excerpts of resolutions (if required) of adopted by the Board of Directors of the Parent such Seller Party, approving the Performance Undertaking Agreementexecution, delivery and performance of this Agreement and all other Transaction Documents to which such Seller Party is a party; and (iiiv) copies that attached thereto are good standing certificates (x) issued by the Secretary of all documents evidencing other necessary corporate action and governmental approvals, if any, State of California with respect to the Performance Undertaking Agreement Mattel Sales and (iiiy) issued by the names Secretary of State of Delaware with respect to ▇▇▇▇▇▇-▇▇▇▇▇ and true signatures Mattel; and (e) UCC-1 financing statements (x) signed by Mattel Sales in form for filing with the Secretary of State of California and (y) signed by ▇▇▇▇▇▇-▇▇▇▇▇ in form for filing with the officers thereof authorized Department of State of New York, it being understood and agreed that such financing statements are to sign be filed only in the Performance Undertaking Agreementcircumstances contemplated by paragraph (c) of Exhibit VI.

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables Purchase under this Third Amended and Restated Agreement is subject to the following conditions precedent that the Administrative Agent and each Purchaser Agent Administrator shall have received on or before the date of such purchase the followingPurchase, each (unless otherwise indicated) dated such date, in form and substance (including the date thereof) satisfactory to the Administrative Agent and each Purchaser AgentAdministrator: (a) A certificate counterpart of the Secretary or Assistant Secretary of the Seller Agreement and the Originator certifying other Transaction Documents executed by the parties thereto. (b) Certified copies of: (i) copies of the resolutions of the Board of Directors of each of the Seller Seller, the Originator and Royal authorizing the execution, delivery and performance by the Seller, the Originator and Royal, as the case may be, of the Agreement and the Originator approving the applicable other Transaction Documents, Documents to which it is a party; (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents, Documents and (iii) the by-certificate of incorporation and by- laws of the Seller and Royal. (c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originator and (iv) Royal certifying the names and true signatures of the its officers of the Seller and the Originator who are authorized to sign the Agreement and the other Transaction Documents to be signed by it hereunderDocuments. Until the Administrative Agent and each Purchaser Agent Administrator receives a subsequent incumbency certificate from the Seller Seller, the Originator or the OriginatorRoyal, as the case may be, the Administrative Agent and each Purchaser Agent Administrator shall be entitled to rely on the last such certificate delivered to it by the Seller Seller, the Originator or Royal, as the Originatorcase may be. (bd) A certificate Proper financing statements, duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or desirable in order to perfect the interests of the Secretary Seller, Royal and the Issuer contemplated by the Agreement and the Purchase and Sale Agreement. (e) Proper financing statements (Form UCC-3), duly authorized and suitable for filing under the UCC of all jurisdictions that the Administrator may deem necessary or Assistant Secretary desirable to release or assign all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originator, Royal or the Seller. (f) Completed UCC search reports, dated on or shortly before the date of the Parent certifying initial Purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in SUBSECTION (E) above that name the Originator or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrator may request, showing no Adverse Claims on any Pool Assets. (g) Favorable opinions, in form and substance reasonably satisfactory to the Administrator, of Kahn Kleinman, a Legal Professional Association, counsel for the Sell▇▇, t▇▇ ▇▇▇▇▇nator and the Servicer. (h) Satisfactory results of a review and audit (performed by representatives of the Administrator) of the Servicer's collection, operating and reporting systems, the Credit and Collection Policy of the Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer's operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial Purchase under the Agreement. (i) copies A pro forma Information Package representing the performance of the resolutions Receivables Pool for the calendar month before closing. (if requiredj) Evidence of payment by the Seller of all accrued and unpaid fees (including those contemplated by the Fee Letter), costs and expenses to the extent then due and payable on the date thereof, including any such costs, fees and expenses arising under or referenced in Section 5.4 of the Agreement and the Fee Letter. (k) The Fee Letter duly executed by the Seller and the Servicer. (l) Good standing certificates with respect to each of the Seller, the Originator and the Servicer issued by the Secretary of State (or similar official) of the Board state of Directors each such Person's organization or formation and principal place of business. (m) The Liquidity Agreement and all other Transaction Documents duly executed by the Parent approving the Performance Undertaking Agreement, parties thereto. (iin) copies of A computer file containing all documents evidencing other necessary corporate action and governmental approvals, if any, information with respect to the Performance Undertaking Agreement and Receivables as the Administrator or the Issuer may reasonably request. (iiio) Copies of executed Lock-Box Agreements with each Lock-Box Bank. (p) Such other approvals, opinions or documents as the names and true signatures of Administrator or the officers thereof authorized to sign the Performance Undertaking AgreementIssuer may reasonably request.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Conditions Precedent to Initial Purchase. The initial Initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement from Seller hereunder is subject to the conditions condition precedent that the Administrative Agent and each Purchaser Agent Buyer shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to Buyer the Administrative Agent and each Purchaser Agentfollowing: (a) A certificate Copies of the Secretary proper financing statements (Form UCC-1) naming Seller as the debtor or Assistant Secretary of seller, Buyer as the Seller purchaser or secured party, in each case, describing in reasonable detail the Receivables and the Originator certifying (i) copies of Related Security to be sold by Seller to Buyer pursuant to this Agreement or other similar instruments or documents, as may be necessary under the resolutions of the Board of Directors of the Seller and the Originator approving the applicable Transaction Documents, (ii) copies UCC of all documents evidencing other necessary corporate action appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect Buyer’s ownership interest in such Receivables and governmental approvals, if any, with respect to the Transaction Documents, (iii) the by-laws of the Seller and the Originator and (iv) the names and true signatures of the officers of the Seller and the Originator authorized to sign the Transaction Documents to be signed by it hereunder. Until the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from the Seller or the Originator, as the case may be, the Administrative Agent and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by the Seller or the OriginatorRelated Security. (b) A certificate of the Secretary or Assistant Secretary of the Parent certifying Evidence (i) copies of the resolutions (if required) execution and delivery by each of the Board parties thereto of Directors each of the Parent approving the Performance Undertaking Agreement, other Transaction Documents to be executed and delivered in connection herewith and (ii) copies that each of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the conditions precedent to the Performance Undertaking Agreement execution, delivery and effectiveness of such other Transaction Documents has been satisfied to Buyer’s satisfaction. (iiic) A certificate from an officer of Seller to the effect that Seller has placed on its most recent, and have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, master ledger (including computerized records) the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreementfollowing legend: “THE RECEIVABLES DESCRIBED HEREIN, TOGETHER WITH CERTAIN RELATED SECURITY, HAVE BEEN SOLD, ARE NO LONGER OWNED BY GENERAL DATACOMM, INC., AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

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

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

Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest in the Pool Receivables under this Third Amended and Restated Agreement from each Originator hereunder is subject to the conditions precedent that the Administrative Agent and each Purchaser Agent (1) P&L shall have received executed and delivered a Subordinated Note in favor of such Originator, and (2) P&L shall have received, on or before the date of such purchase Originator's Applicable Closing Date, the following, each (unless otherwise indicated) dated such dateOriginator's Applicable Closing Date, and each in form form, substance and substance date reasonably satisfactory to P&L and the Administrative Agent and each Purchaser Agent:(as assignee of P&L): (a) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying (i) copies copy of the resolutions of the Board such Originator's board of Directors directors, board of the Seller and the managers, general partners or analogous Persons of such Originator approving the applicable Transaction Documents(a) Documents to be delivered by it and the transactions contemplated hereby and thereby, certified by such Originator's secretary, assistant secretary or analogous responsible officer; (iib) copies A good standing certificate for such Originator issued as of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to a recent date by the Transaction Documents, (iii) the by-laws Secretary of State of the Seller and the Originator and state of its formation; (ivc) A certificate of such Originator's secretary, assistant secretary or analogous responsible officer certifying the names and true signatures of the officers of the Seller and the Originator officers, partners, managers or members authorized on such Originator's behalf to sign the Transaction Documents to be signed delivered by it hereunder. Until it, on which certificate P&L and its assigns may conclusively rely until such time as they shall receive from such Originator a revised certificate meeting the Administrative Agent and each Purchaser Agent receives a subsequent incumbency certificate from requirements of this subsection (c); (d) Recently certified copies of such Originator's Organic Documents; (e) Copies of the Seller or the proper financing statements (Form UCC-1) that have been duly executed by such Originator, naming such Originator as the case debtor or seller, P&L as the purchaser or secured party, and SPV as assignee of P&L, in each case, describing in reasonable detail the Receivables and the Related Security to be sold by such Originator to P&L pursuant to this Agreement or other similar instruments or documents, as may bebe necessary under the UCC of all appropriate jurisdictions or any comparable law of all appropriate jurisdictions to perfect P&L's ownership interest in such Receivables and Related Security, together with financing statement assignments (Form UCC-3) naming the Administrative Agent and each Purchaser Agent shall be entitled to rely on as the last such certificate delivered to it by the Seller or the Originator.ultimate assignee thereof; (bf) A written search report from a Person satisfactory to P&L and its assigns listing all effective financing statements that name such Originator as debtor, seller or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (e), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (e) shall cover any Receivable or any Related Security) which are to be sold by such Originator to P&L hereunder, and tax and judgment lien search reports from a Person satisfactory to P&L and its assigns showing no evidence of such liens filed against such personal property; (g) Evidence (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to P&L's and its assigns' mutual satisfaction; (h) Opinions of such Originator's counsel satisfactory to P&L and its assigns; and (i) A certificate from an officer of the Secretary or Assistant Secretary of the Parent certifying (i) copies of the resolutions (if required) of the Board of Directors of the Parent approving the Performance Undertaking Agreement, (ii) copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect such Originator to the Performance Undertaking Agreement effect that such Originator has placed on its most recent, and (iii) have taken all steps reasonably necessary to ensure that there shall be placed on subsequent, master ledger the names and true signatures of the officers thereof authorized to sign the Performance Undertaking Agreement.following legend: "THE RECEIVABLES DESCRIBED HEREIN, TOGETHER WITH CERTAIN RELATED SECURITY, HAVE BEEN SOLD, ARE NO LONGER OWNED BY THIS SUBSIDIARY OR ITS PARENT, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF BANK ONE, NA, AS AGENT, FOR VARIOUS PURCHASERS"