Common use of Documents to be Delivered Clause in Contracts

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ Fitch in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s Fitch or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ Fitch in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ or Fitch in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables ScheduleSchedule of Receivables; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties each of the Seller Transferor, WFFA and satisfaction Master Servicer substantially in the form of conditions precedentExhibit B hereto; (iii) an opinion or opinions of counsel for the SellerOriginators, WFFA, the Transferor and the Master Servicer, in the aggregate substantially in the form and substance previously approved by the Purchaser and its counselof Exhibit C hereto, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of each of the Seller Transferor, WFFA and the Master Servicer approving the execution, delivery and performance of the Transaction Basic Documents to which each of the Seller Transferor, WFFA and the Master Servicer is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the SellerSecretary; (viv) copies of the certificate organizational documents of formation each of the SellerTransferor, WFFA and the Master Servicer, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate the state of good standing from the Delaware Secretary of State, dated its organization as of a recent date, to the effect that the Seller Transferor, WFFA or the Master Servicer, as applicable, has been duly formedorganized, is in good standing and has a legal corporate or limited liability company existence; (viivi) UCC search reports from the appropriate offices in Minnesota and Pennsylvania as to WFFA, from the appropriate offices in Delaware as to the SellerTransferor and from the appropriate offices in related states as to each of the Originators; (vii) a letter from KPMG LLP as to certain financial and statistical information in the Prospectus Supplement, which letter shall be acceptable in form and substance to the Purchaser; (viii) reliance letters to each opinion of counsel Originator, WFFA and the Transferor shall record and file, at its own expense, on or prior to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) Closing Date, a financing statement to be filed in each jurisdiction in which such filing is required by applicable law, with each Originator, as debtor and naming WFFA as purchaser or secured party and the Indenture Trustee as assignee, with WFFA, as debtor, and naming the Transferor as purchaser or secured party and the Indenture Trustee as assignee, and with the Delaware Secretary of State, naming the SellerTransferor, as seller Transferor or debtor, and naming the Purchaser, Purchaser as purchaser or secured party, and the Issuer Indenture Trustee, as assignee, naming the Receivables and the related property described in Section 2.1 2.01 (a) as collateral and collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Transferor, WFFA or Purchaser, as applicable; and each Originator, WFFA and the Transferor shall deliver a file-stamped copy, or other evidence satisfactory to the Purchaser of such filings, to the Purchaser on the Closing Date; (x) the ▇▇▇▇ of Sale; and (xiix) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Fitch or Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser GOF shall have received the followingfollowing documents, all of which shall be each dated as of the Closing Effective Date (unless otherwise provided herein or such other date as specifiedunless previously provided in accordance with this Section 4.01), in form and substance satisfactory to GOF: (i) The Senior Subordinated Note to the Receivables Scheduleorder of GOF in the amount of $25,000,000.00, subject to the terms hereof and thereof; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) Certified copies of resolutions all documents and instruments, including all authorizations, consents and approvals of, evidence of all other actions by, and notices and filings with, all governmental authorities and regulatory bodies or other Persons to whom the manager of the Seller approving Obligors have contractual obligations as shall be required for the execution, delivery and performance of this Agreement by the Transaction Documents Obligors, including those consents and approvals required by Section 4.01(i); (iii) An Officer's Certificate (the statements made in which certificate shall be true on and as of the Effective Date), of each Obligor certifying as to: (A) the truth of the representations and warranties made by such Obligor in this Agreement immediately before and immediately after giving effect to which the Seller is a party, execution and delivery hereof and the performance issuance of the transactions contemplated hereunder Senior Subordinated Note; and thereunder(B) the satisfaction, certified as of the Effective Date, of all conditions precedent set forth in this Section 4.01 that are to be performed or satisfied by such Obligor; provided that the Borrower's Officer's Certificate shall certify the satisfaction of all conditions precedent set forth in this Section 4.01; (iv) A signed copy of a certificate of the Secretary or an Assistant Secretary or other appropriate officer of the Seller; Borrower certifying (viA) as to true and complete copies of the certificate Certificate of formation Incorporation and Bylaws and the Organizational Documents of each of the Seller, together with all amendments, revisions Borrower's Subsidiaries as in effect on the Effective Date and supplements thereto, certified by the Delaware Secretary absence of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, any amendments to the effect that charter or by-laws since such dates; and (B) the Seller has been duly formed, is in good standing names and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase true signatures of the Receivables hereunder or the issuance or sale officers of the Notes; (ix) a financing statement Borrower authorized to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured partysign this Agreement, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary other documents to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Salebe delivered hereunder; and (xiv) A signed copy of a certificate of the Secretary or an Assistant Secretary or other appropriate officer or manager of each Obligor (other than the Borrower) certifying (A) as to true and complete copies of the Organizational Documents of such Obligor as in effect on the Effective Date and the absence of any amendments to the charter or by-laws since such dates; and (B) the names and true signatures of the officers of such Obligor authorized to sign this Agreement, and the other documents, certificates and opinions as may documents to be reasonably requested by the Purchaser or its counseldelivered hereunder.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ or Standard & Poor’s in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The (a) At or prior to Closing, Purchaser shall have received from Seller: (i) a certificate of Seller, dated as of the date of Closing, certifying in such detail as Purchaser may reasonably request that the conditions specified in Sections 9.1 and 9.2 hereof have been fulfilled and certifying that Seller has obtained all consents and approvals required with respect to it, the Business or the transactions contemplated hereby, including those which are listed on Schedules 4.20 and 4.21 hereof; (ii) all deeds, bills of sale, assignments and assumptions and other documents of conveyance, in form and substance satisfactory to Purchaser and its counsel, necessary to convey the Transferred Assets and assume the Assumed Liabilities; (iii) except with respect to the Assumed Liabilities, to the extent any of the Transferred Assets are encumbered, Seller shall have obtained releases of such encumbrances, which releases shall be in form and substance acceptable to Purchaser and its counsel; and (iv) a certificate of Seller, dated as of the date of Closing, certifying as to resolutions adopted by Seller’s Board of Directors approving of the Agreement and this transaction, the incumbency of those persons signing on behalf of Seller and the organization of Seller; (v) all other previously undelivered items required to be delivered by Seller to Purchaser at or prior to Closing pursuant to this Agreement or otherwise. (b) Purchaser shall have received the following, all executed and delivered Employment Agreements of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or D▇▇▇▇ ▇▇▇▇▇’▇, L▇▇▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party▇▇▇▇▇▇, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the B▇▇▇▇ of Sale; and▇▇▇▇▇▇▇. (xic) Purchaser shall have received the executed and delivered Transition Services Agreement. (d) Purchaser shall have received debt or equity financing in the amount of the Cash Purchase Price minus Seven Hundred Fifty Thousand Dollars ($750,000) on terms satisfactory to Purchaser in its sole discretion. (e) Purchaser shall have received acceptable written evidence of termination of all employment contracts with employees that Purchaser has offered employment to and who have notified Purchaser that they will be accepting their offer of employment. (f) Purchaser shall have received evidence confirming that Seller’s SAP A-1 certification has been or will be transferred and assigned to Purchaser, or alternatively, written evidence confirming SAP’s intent to enter into such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counselsimilar agreement with Purchaser.

Documents to be Delivered. The Purchaser At or before the Closing Time, Talos and the Vendors, as applicable, shall have received execute, or cause to be executed, and shall deliver, or cause to be delivered, to Declan, all agreements, instruments, notices, certificates and other documents which are to be delivered by Talos and the Vendors pursuant to the provisions of this Agreement, in form satisfactory to Declan, acting reasonably, and Declan shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Vendors and Talos, in form satisfactory to the Vendors and Talos, acting reasonably, all agreements, instruments, notices, certificates and other documents which Declan is to deliver or cause to be delivered pursuant to the provisions of this Agreement, including the following, all : (a) Documents of which shall be dated as of Talos and the Closing Date or such other date as specifiedVendors: (i) certified copies of all necessary board resolutions, authorizations and proceedings of Talos that are required to be taken or obtained to permit the Receivables Scheduledue and valid transfer and registration of the Talos Shares to and in the name of Declan and completion of such other transactions contemplated herein; (ii) an Officer’s Certificate certificate of status or good standing or a certificate of a similar nature and effect issued by the applicable governmental authority or regulatory body of the Seller, in form jurisdiction of incorporation of Talos and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties each of the Seller Subsidiaries certifying that each of Talos and satisfaction of conditions precedentthe Subsidiaries is a valid and subsisting corporation and is in good standing; (iii) an opinion or opinions certified copies of counsel for the Seller, in form constating documents of Talos and substance previously approved by each of the Purchaser and its counsel, addressed to the PurchaserSubsidiaries; (iv) [RESERVED]all consents, waivers, releases and authorizations required to enable the transfer of the Talos Shares to Declan and the consummation of the transactions contemplated by this Agreement; (v) copies of resolutions of the manager of the Seller approving the execution, delivery bring down and performance of the Transaction Documents to which the Seller is a party, other certificates and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Sellerdeliveries referenced herein; (vi) copies all share certificates representing the Talos Shares duly endorsed for transfer to Declan or accompanied by duly executed stock transfer powers of attorney transferring the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, Talos Shares to the effect that the Seller has been duly formed, is in good standing and has a legal existenceDeclan; (vii) UCC search reports from duly issued share certificate(s) representing the appropriate offices Talos Shares re-registered in Delaware as to the Sellername of Declan; (viii) reliance letters to each opinion the minute books and any corporate seals of counsel to Talos and the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes;Subsidiaries; and (ix) a financing statement all such other customary agreements, certificates, resolutions and other closing documents as may be required by Declan, all in form satisfactory to Declan, acting reasonably. (b) Documents of Declan: (i) certified copies of all necessary board resolutions, authorizations and proceedings of Declan that are required to be filed with taken or obtained to permit the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements issuance of the laws of each such jurisdiction Declan Shares to and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance name of the Receivables to the PurchaserVendors and completion of such other transactions contemplated herein; (xii) certificate of status or good standing or a certificate of a similar nature and effect issued by the applicable governmental authority or regulatory body of the jurisdiction of incorporation of Declan certifying that Declan is a valid and subsisting corporation and is in good standing; (iii) certified copies of the constating documents of Talos; (iv) all consents, waivers, releases and authorizations required to enable the issuance of the Declan Shares to and in the name of the Vendors and the consummation of the transactions contemplated by this Agreement; (v) the ▇▇▇▇ bring down and other certificates referenced herein; (vi) duly issued share certificate(s) representing the Declan Shares registered in the names of Salethe Vendors; (vii) duly executed stock option agreements evidencing the replacement stock options of Declan granted in exchange for the outstanding stock options of Talos; and (xiviii) all such other documentscustomary agreements, certificates certificates, resolutions and opinions other closing documents as may be reasonably requested required by the Purchaser or its counselVendors and Talos, all in form satisfactory to the Vendors and Talos, acting reasonably.

Documents to be Delivered. The Purchaser to Buyer ---------------------------------- At the Closing, Seller shall have received deliver or cause to be delivered to Buyer: (a) a certificate of Seller in a form reasonably satisfactory to Buyer certifying as to the following, all accuracy of which shall be dated the Seller's representations and warranties at and as of the Closing and that Seller has performed and complied with all of the terms, provisions and conditions to be performed and complied with by Seller at or before the Closing; (b) a certificate of the secretary or an assistant secretary of Seller in a form reasonably satisfactory to Buyer dated the Closing Date, certifying as to: (i) Seller's Memorandum and Articles of Association; (ii) the resolutions of Seller's board of directors authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iii) incumbency and signatures of the officers executing this Agreement and any Seller Ancillary Agreement; (c) transfer of ownership and registration forms for any vehicles and any documents necessary to transfer title to other equipment included in the Purchased Assets; (d) all Material Consents (it being expressly understood that Seller shall have no obligation to deliver to Buyer any consents other than the Material Consents) and all assignments of other agreements which have been obtained by the Closing Date provided always that it is agreed that any foreign exchange hedging contracts and letters of credit are not to be transferred to the Buyer which must make its own arrangement in respect of the matters concerned with effect from Closing; (e) documentation sufficient to convey by transfer or such licence Intellectual Property to Buyer from Seller and its Affiliates (the "Intellectual Property Transfer/Licence Documents"); (f) the relevant prescribed form (Form D) notifying the Registry of Businesses of the change of the proprietor(s) for all business names included in the Purchased Assets; (g) subject to Section 7.2, all necessary documents of title, transfer documents (including registerable transfers, deeds of discharge of Encumbrances and deeds of assignment, as the case may be), licences and any other date as specified:documents that may be necessary to transfer ownership of the Business, the Purchased Assets and the Assumed Liabilities to Buyer or to permit Buyer to continue to operate the Business uninterrupted after the Closing; (h) those of the Purchased Assets capable of transfer by delivery, the title to which shall pass to the Buyer on delivery; (i) originals or counterparts of all written agreements referred to in Section 2.1(f) and other documents connected with the Receivables ScheduleBusiness; (iij) an Officer’s Certificate all of the Sellerbooks, in form records, files and substance previously approved by other relevant information including all electronically stored information and documents relating to the Purchaser and its counsel, as to, among other thingsBusiness, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, Purchased Assets and the performance Assumed Liabilities including lists of the transactions contemplated hereunder customers, suppliers, employees, agents and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Saledistributors; and (xik) such other documents, certificates and opinions documents as may be reasonably requested by the Purchaser Buyer or its counselcounsel may reasonably request to effect a transfer of the Purchased Assets.

Documents to be Delivered. The At or before the Closing Time, the Vendors shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Purchaser, all agreements, instruments, notices, certificates and other documents which are to be delivered by the Vendors pursuant to the provisions of this Agreement, in form satisfactory to the Purchaser, acting reasonably, and the Purchaser shall have received execute, or cause to be executed, and shall deliver, or cause to be delivered to the Vendors, in form satisfactory to the Vendors, acting reasonably, all cheques or bank drafts or funds flow directions and all agreements, instruments, notices, certificates and other documents which the Purchaser are to deliver or cause to be delivered pursuant to the provisions of this Agreement, including the following, all of which shall : (a) Documents to be dated as of delivered by the Closing Date or such other date as specifiedVendors: (i) the Receivables ScheduleCorporation's corporate record book; (ii) an Officer’s Certificate certified copies of all necessary corporate resolutions, authorizations and proceedings of the Seller, Corporation and the Vendors that are required to be taken or obtained to permit the due and valid transfer of the Purchased Shares to and in form and substance previously approved by the name of the Purchaser and its counsel, as to, among other things, the representations and warranties completion of the Seller and satisfaction of conditions precedentTransaction; (iii) an opinion or opinions of counsel for the Seller, consents described in form and substance previously approved by the Purchaser and its counsel, addressed to the PurchaserSchedule 3.2(d); (iv) [RESERVED]duly executed copies of the Transaction Documents by the Vendors, as applicable; (v) a certificate of status, compliance, good standing or like certificate with respect to the Corporation issued by the appropriate government officials of the jurisdiction of such entity's incorporation; (vi) release of the Vendors in favour of the Corporation, in a form acceptable to the Vendors, acting reasonably; (vii) all such other documents and instruments that are incidental to the foregoing as the Purchaser may reasonably require; (viii) copies of the Accredited Investor Questionnaire, completed by each Vendor; and (ix) if any Vendor is not an “accredited investor” as reflected on the Accredited Investor Questionnaire, such Vendor has acknowledged receipt of such disclosure materials as may be deemed appropriate by Purchaser’s Counsel. (b) Documents to be delivered by the Purchaser: (i) a direct registration system advice evidencing the electronic registration of the Consideration Shares by the transfer agent of the Corporation in accordance with Section 2.2(a); (ii) a certified copy of resolutions of the manager directors of the Seller approving Purchaser as may be required in order to authorize the execution, delivery and performance of this Agreement; (iii) duly executed copies of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xiiv) all such other documents, certificates documents and opinions as instruments that are incidental to the foregoing that the Vendors may be reasonably requested by the Purchaser or its counselrequire.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (iA) the Receivables ScheduleSchedule of Initial Receivables; (iiB) the First-Tier Initial Assignment; (C) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction the Master Servicer, substantially in the form of conditions precedentExhibit D; (iiiD) an opinion or opinions of counsel for the SellerSeller and the Master Servicer, in the aggregate substantially in the form and substance previously approved by the Purchaser and its counselof Exhibit E, addressed to the PurchaserPurchaser and the Underwriters; (iv) [RESERVED]; (vE) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction other Basic Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (viF) copies of the certificate articles of formation association of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary Comptroller of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated Currency as of a recent date, to the effect that the Seller has been duly formedorganized, is duly authorized to transact business and is validly existing as a banking institution in good standing and has a legal existencestanding; (viiG) UCC search reports from the appropriate offices in Delaware the State of North Carolina as to the Seller; (viiiH) a letter from ____________ as to certain financial and statistical information in the Prospectus, which letter shall be acceptable in form and substance to the Purchaser; (I) reliance letters to each opinion of counsel to the Seller or the Master Servicer delivered to Standard & Poor’s 's or ▇▇▇▇▇’▇ Moody's in connection with the purchase of the Receivables Initial Re▇▇▇▇▇▇▇es hereunder or the issuance of the Securities or the sale of the Notes; (ixJ) the Seller shall record and file, at its own expense, on or prior to the Closing Date, a financing statement to be filed with the Delaware Secretary of Statein each jurisdiction in which such filing is required by applicable law, naming executed by the Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and the Issuer Issuer, as assignee, naming the Receivables and the related property described in Section 2.1 2.01 as collateral and collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) ; and the ▇▇▇▇ Seller shall deliver a file-stamped copy, or other evidence satisfactory to the Purchaser of Salesuch filing, to the Purchaser on the Closing Date; and (xiK) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser BY ARCH, PAGENET SMR, SPV HOLDINGS OR SPV. On or prior to the Funding Date, Arch, PageNet SMR, SPV Holdings or SPV shall have received deliver to Nextel: (a) Copies of (i) the followingresolutions of the Boards of Directors of Arch, and resolutions of the Boards of Directors and stockholders of PageNet SMR and SPV Holdings and the resolutions of the sole member and directors of SPV, authorizing and approving this Agreement and all other transactions and agreements contemplated hereby; (ii) Arch's, PageNet SMR's and SPV Holdings' Certificate of Incorporation and SPV's Certificate of Formation; and (iii) Arch's, PageNet SMR's and SPV Holdings' By-Laws, and SPV's Limited Liability Company Agreement, all certified by its respective Secretary or Assistant Secretary, or with respect to SPV's Certificate of which shall Formation and Limited Liability Company Agreement, by SPV's Secretary, to be true, correct, complete and in full force and effect and unmodified as of the Funding Date; (b) Opinions, dated as of the Closing Date Funding Date, of counsel to Arch, PageNet SMR, SPV Holdings and SPV, in the forms attached as Exhibit I, Exhibit J, Exhibit K, Exhibit L, Exhibit M and Exhibit N hereto; (c) Copies of all Consents, including, without limitation, the Bank Consents and the Series C Consent, required for the transfer or assignment to Nextel of each Purchased Asset to be acquired at the Closing, but excluding any Consents required by the FCC, under the HSR Act or under the Assumed Management Agreements; (d) Executed UCC Financing Statements, in forms reasonably satisfactory to Nextel, to evidence release of all security interests in the Purchased Assets; (e) The Secured Note, the Unsecured Note, the Security Agreement, the Guaranty, the Preferred Stock Purchase Agreement, the Bank Agency Agreement to be entered into in connection with the Security Agreement, the Collateral Assignment of Sums Due under Preferred Stock Purchase Agreement to be entered into in connection with the Security Agreement, and the Registration Rights Agreement to be entered into in connection with the Preferred Stock Purchase Agreement ("Registration Rights Agreement") in the form attached as Exhibit O hereto (collectively, the "Transaction Documents") executed by each of Arch, PageNet SMR, SPV Holdings and SPV to the extent that it is a party thereto; (f) Executed UCC-1 Financing Statements, in forms reasonably satisfactory to Nextel, to perfect Nextel's security interest in the membership interests in SPV as security under the Guaranty, the certificate representing 750,000 shares of Series F Preferred Stock purchased under the Preferred Stock Purchase Agreement, together with executed UCC-1 Financing Statements, in forms reasonably satisfactory to Nextel, to perfect Nextel's security interest in the Series F Preferred Stock as security under the Security Agreement, and such other date items necessary to perfect Nextel's interest under the Guaranty and the Security Agreement; (g) The certificates required by Section 8.02(b); (h) Evidence of the assignment of the Licenses by PageNet SMR to SPV, which shall be deemed satisfied by delivery of a copy of the executed Asset Purchase Agreement by and between PageNet SMR and SPV in the form attached as specified:Exhibit P hereto together with a Bill of Sale and General Ass▇▇▇▇ent in the form attached as Exhibit Q hereto, each certified by the secretary of PageNet SMR as assignor, and copies of the completed qualifying post-consummation notification or notifications of a "non-substantial (pro forma) transfer or assignment" for the assignment of the Licenses to SPV not requiring advance approval under the standards of Section 1.948(c)(1) of the Communications Act, 47 CFR ss. 1.948(c)(1), together with a complete copy of all such notifications (including any FCC Form 603 filings) and any amendments or supplements thereto required to be submitted in connection therewith; (i) Completed and signed FCC forms and any other documents and applications as required to be delivered under Section 5.06 of this Agreement that are necessary or advisable to obtain FCC consent to the Receivables Scheduleassignment of the Licenses to Nextel or one or more designees of Nextel; (iij) an Officer’s The Certificate of the SellerDesignations, in form Preferences and substance previously approved by the Purchaser and its counselRelative, as toParticipating, among other things, the representations and warranties Optional or Other Special Rights of the Seller and satisfaction Series F Preferred Stock in the form of conditions precedent; Exhibit R (iii) an opinion or opinions the "Certificate of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunderDesignations"), certified by the Secretary or an Assistant Secretary of State of the SellerState of Delaware, dated not more than one (1) day prior to the Funding Date; (vik) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of Long-form good standing certificates for each of Arch, PageNet SMR and SPV Holdings from Delaware and for PageNet SMR and SPV Holdings from the states in which each of PageNet SMR and SPV Holdings is qualified to do business as a foreign corporation and long-form good standing certificates for SPV from Delaware Secretary of Stateand the states in which SPV is qualified to do business as a foreign limited liability company, dated as of a recent date, not more than ten (10) days prior to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of SaleFunding Date; and (xil) such other documentsShort-form good standing certificates for each of Arch, PageNet SMR and SPV Holdings from Delaware and for PageNet SMR and SPV Holdings from the states in which each of PageNet SMR and SPV Holdings is qualified to do business as a foreign corporation and short-form good standing certificates for SPV from Delaware and opinions the states in which SPV is qualified to do business as may be reasonably requested by the Purchaser or its counsela foreign limited liability company, dated not more than one (1) day prior to Funding Date.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s ’s, Fitch or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser and the Insurer shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction the Servicer, substantially in the form of conditions precedentExhibit B hereto; (iii) an opinion or opinions of counsel for the SellerSeller and the Servicer, in the aggregate substantially in the form and substance previously approved by the Purchaser and its counselof Exhibit C hereto, addressed to the Purchaser, the Insurer and the Underwriters; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Basic Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the SellerSecretary; (viv) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate the State of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (viivi) UCC search reports from the appropriate offices in Delaware as to the Seller; (vii) a letter from as to certain financial and statistical information in the Seller Information, which letter shall be acceptable in form and substance to the Purchaser; (viii) reliance letters to each opinion of counsel to the Seller or and the Servicer delivered to Standard & Poor’s 's, Moody's or ▇▇▇▇▇’▇ the Insurer in connection with the purchase of the Receivables hereunder or the issuance or sale of the NotesSecurities; (ix) the Seller shall record and file, at its own expense, on or prior to the Closing Date, a financing statement to be filed with the Delaware Secretary of Statein each jurisdiction in which such filing is required by applicable law, naming executed by the Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 2.01(a) as collateral and collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; and the Seller shall deliver a file-stamped copy, or other evidence satisfactory to the Purchaser of such filing, to the Purchaser on the Closing Date; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received (a) At the followingClosing Time, all of which shall be dated as each of the Closing Date or such other date as specifiedVendors: (i) shall transfer and deliver to the Receivables SchedulePurchaser share certificates representing their respective Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, and shall take such steps as shall be necessary to cause the Corporation to enter the Purchaser or its nominee(s) upon the books of the Corporation as the holder of the Purchased Shares and to issue share certificates to the Purchaser or its nominee(s) representing the Purchased Shares; (ii) an Officerif such Vendor is a corporate entity, shall execute and deliver to the Purchaser authorizing resolutions that are required to permit the due and valid transfer of such Vendor’s Certificate Purchased Shares to and in the name of the SellerPurchaser and the completion of the transactions contemplated by this Agreement; (iii) shall execute and deliver to the Purchaser a duly executed receipt for the Purchaser Consideration Shares; (iv) shall execute and deliver to the Purchaser a release, in form and substance previously approved acceptable to the Purchaser in its sole and unfettered discretion, of the Vendor in favour of the Corporation; and (v) all such other documents, instruments and things which are to be delivered by the Vendors pursuant to the provisions of this Agreement or that may be necessary to complete the transactions provided for in this Agreement. (b) At the Closing Time, the Vendors’ Representative shall cause to be executed and delivered to the Purchaser the following documents: (i) a certificate of status, compliance, good standing or like certificate with respect to the Corporation issued by the appropriate Governmental Authority; (ii) certified copies of all corporate authorizing resolutions of the Corporation that are required to permit the due and valid transfer of the Purchased Shares to and in the name of the Purchaser and its counsel, as to, among other things, the completion of the transactions contemplated by this Agreement; (iii) a certificate signed by a senior officer of the Corporation and by the Management Vendors confirming that: (A) all representations and warranties of the Seller Management Vendors, and satisfaction the Corporation contained herein are true and correct as of conditions precedentthe Closing Date; (iiiB) an opinion all covenants and conditions of the Management Vendors and the Corporation to be performed and observed in this Agreement prior to or opinions at Closing have been performed; and (C) since the date of counsel for this Agreement, there has not occurred a Material Adverse Effect on the SellerCorporation Business, in form and substance previously approved by the Purchaser and Corporation, its counselsubsidiaries, addressed to if any, or the PurchaserAssets; (iv) [RESERVED]a certificate signed by each of Vendors, other than the Management Vendors, confirming that: (A) all representations and warranties of the Vendors contained herein are true and correct as of the Closing Date; and (B) all covenants and conditions of the Vendors to be performed and observed in this Agreement prior to or at Closing have been performed; (v) copies of resolutions evidence satisfactory to the Purchaser as to the Liabilities (including the Accounts Payable and Accrued Liabilities) of the manager Corporation as of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the SellerClosing Date; (vi) copies the minute books of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existenceCorporation; (vii) UCC search reports from all such other documents, instruments and things which are to be delivered by the Corporation pursuant to the provisions of this Agreement or that may be necessary to complete the transactions provided for in this Agreement. (c) At the Closing Time, the Purchaser shall execute and deliver, or cause to be executed, and shall deliver, or cause to be delivered, to the Vendors the following documents to which they are a party: (i) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by the appropriate offices in Delaware as to the SellerGovernmental Authority; (viiiii) reliance letters the Purchaser Consideration Shares; and (iii) certified copies of all corporate authorizing resolutions of the Purchaser that are required to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with permit the purchase of the Receivables hereunder or Purchased Shares, the issuance or sale of the NotesPurchased Shares, and the completion of the transaction contemplated by this Agreement; (ixiv) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements certificate signed by a senior officer of the laws of each such jurisdiction Purchaser confirming that: (A) all representations and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance warranties of the Receivables to Purchaser contained herein are true and correct as of the Purchaser; (x) the ▇▇▇▇ of SaleClosing Date; and (xiB) all covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Closing have been performed; (v) all such other documents, certificates instruments and opinions as may things which are to be reasonably requested delivered by the Purchaser pursuant to the provisions of this Agreement or its counselthat may be necessary to complete the transactions provided for in this Agreement.

Documents to be Delivered. The Purchaser to the Buyer at Closing. ------------------------------------------------- At Closing, the Seller shall have received deliver to the following, all Buyer or as the Buyer may direct: (a) a duly executed and completed transfer of the Shares in favour of the Buyer or as the Buyer may direct together with the relative share certificates (or an indemnity in a form reasonably satisfactory to the Buyer in respect of any share certificates which shall be dated are missing) and any power of attorney under which such transfer has been executed; (b) duly executed transfers of any of the Shares held by nominees in favour of the Buyer or as the Buyer may direct; (c) duly executed counterparts of the Seller Ancillary Agreements; (d) a closing certificate of the Seller in a form reasonably satisfactory to the Buyer certifying as to the accuracy of the Seller's representations and warranties at and as of the Closing Date and that the Seller has performed and complied with all of the terms, provisions and conditions to be performed and complied with by the Seller at or such before the Closing; (e) a certificate of the Company Secretary or an Assistant Company Secretary of the Seller in a form reasonably satisfactory to the Buyer dated the Closing Date, certifying as to: (i) the Seller's articles of association, (ii) the passing of resolutions of the Seller's board of directors, authorising the execution and performance of this Agreement, the Seller Ancillary Agreements, and the transactions contemplated hereby; and (iii) evidence of due appointment and signatures of its officers executing this Agreement and any Seller Ancillary Agreement; (f) the written resignations of their respective offices executed as a deed by each of the directors and the company secretary as may be required to resign by the Buyer effective as of the Closing Date; (g) the certificate of incorporation and any certificates of incorporation on change of name, the share register, share certificate books (with any unissued share certificates), all minute books and other date as specified:statutory books (which shall be written up to but not including the Closing Date), and the common seal of GNB; (h) the resignation of the auditors of GNB in accordance with section 392 of the Companies Act confirming that they have no outstanding claims of any kind against GNB and containing a statement complying with section 394(1) of the Companies Act; and (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions documents as may be reasonably requested by the Purchaser Buyer or its counselCounsel may reasonably request.

Documents to be Delivered. The Purchaser shall have received (a) At the followingClosing Time, all of which shall be dated as each of the Closing Date or such other date as specifiedVendors: (i) shall transfer and deliver to the Receivables SchedulePurchaser share certificates representing their respective Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, and shall take such steps as shall be necessary to cause the Corporation to enter the Purchaser or its nominee(s) upon the books of the Corporation as the holder of the Purchased Shares and to issue share certificates to the Purchaser or its nominee(s) representing the Purchased Shares; (ii) an Officerif such Vendor is a corporate entity, shall execute and deliver to the Purchaser authorizing resolutions that are required to permit the due and valid transfer of such Vendor’s Certificate Purchased Shares to and in the name of the SellerPurchaser and the completion of the transactions contemplated by this Agreement; (iii) shall execute and deliver to the Purchaser a duly executed receipt for the Purchaser Shares; (iv) shall execute and deliver to the Purchaser a release, in form and substance previously approved acceptable to the Purchaser in its sole and unfettered discretion, of the Vendor in favour of the Corporation; and (v) all such other documents, instruments and things which are to be delivered by the Vendors pursuant to the provisions of this Agreement or that may be necessary to complete the transactions provided for in this Agreement. (b) At the Closing Time, the Vendors’ Representative shall cause to be executed and delivered to the Purchaser the following documents: (i) a certificate of status, compliance, good standing or like certificate with respect to the Corporation issued by the appropriate Governmental Authority; (ii) certified copies of all corporate authorizing resolutions of the Corporation that are required to permit the due and valid transfer of the Purchased Shares to and in the name of the Purchaser and the completion of the transactions contemplated by this Agreement; (iii) a certificate signed by a senior officer of the Corporation and by the Management Vendors confirming that: (A) all representations and warranties of the Management Vendors, and the Corporation contained herein are true and correct as of the Closing Date; (B) all covenants and conditions of the Management Vendors and the Corporation to be performed and observed in this Agreement prior to or at Closing have been performed; and (C) since the date of this Agreement, there has not occurred a Material Adverse Effect on the Corporation Business, the Corporation, its subsidiaries, if any, or the Assets; (iv) a certificate signed by each of Vendors, other than the Management Vendors, confirming that: (A) all representations and warranties of the Vendors contained herein are true and correct as of the Closing Date; and (B) all covenants and conditions of the Vendors to be performed and observed in this Agreement prior to or at Closing have been performed; (v) the resignations, effective as of the Closing Date, of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, respectively, of the Corporation and a release, in form and substance acceptable to the Purchaser in its sole and unfettered discretion, of each such of the foregoing in favour of the Corporation; (vi) consulting or employment agreements, as applicable, of each of ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ executed with the Purchaser, each in the respective form attached at Schedule 8.3(b)(vi) of the Purchaser Disclosure Letter. (vii) intellectual property assignment agreement from ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ assigning all right, title and interest to Psylocibin formulations and any related products along with any and all intellectual property rights therefrom to the Corporation; (viii) evidence satisfactory to the Purchaser as to the Liabilities (including the Accounts Payable and Accrued Liabilities) of the Corporation as of the Closing Date; (ix) the minute books of the Corporation; (x) a favourable customary corporate legal opinion in respect of the Corporation (as to matters including, without limitation, due execution and enforceability of this Agreement and the other agreements to be executed hereunder, and as to the issued and outstanding share capital of the Corporation) prepared and signed by counsel to the Corporation, in form and content satisfactory to the Purchaser, acting reasonably, and addressed to the Purchaser and its counsel; (xi) all such other documents, as to, among other thingsinstruments and things which are to be delivered by the Corporation pursuant to the provisions of this Agreement or that may be necessary to complete the transactions provided for in this Agreement. (c) At the Closing Time, the Purchaser shall execute and deliver, or cause to be executed, and shall deliver, or cause to be delivered, to the Vendors the following documents to which they are a party: (i) a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by the appropriate Governmental Authority; (ii) the Purchaser Shares; and (iii) certified copies of all corporate authorizing resolutions of the Purchaser that are required to permit the purchase of the Purchased Shares, the issuance of the Purchased Shares, and the completion of the transaction contemplated by this Agreement; (iv) a certificate signed by a senior officer of the Purchaser confirming that: (A) all representations and warranties of the Seller Purchaser contained herein are true and satisfaction correct as of the Closing Date; and (B) all covenants and conditions precedentof the Purchaser to be performed and observed in this Agreement prior to or at Closing have been performed; (iiiv) an a favourable customary corporate legal opinion or opinions in respect of the Purchaser (as to due execution and enforceability of this Agreement and the other agreements to be executed hereunder, and , prepared and signed by counsel for to the SellerPurchaser, in form and substance previously approved by content satisfactory to the Purchaser Vendors, acting reasonably, and its counsel, addressed to the Vendors and their counsel; (vi) the resignation, effective as of the Closing Date, of ▇▇▇ ▇▇▇▇▇▇▇▇▇ as a director and as the President and Co-CEO of the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) all such other documents, certificates instruments and opinions as may things which are to be reasonably requested delivered by the Purchaser pursuant to the provisions of this Agreement or its counselthat may be necessary to complete the transactions provided for in this Agreement.

Documents to be Delivered. The Each Purchaser shall have received all of the following, all of which shall be dated as of the Closing Date or such other date as specifiedduly executed and delivered: (ia) A copy of the Receivables Schedule;Certificate of Designation of the Preferred Stock, which shall have been duly filed with and accepted by the Secretary of State of the State of Delaware. (iib) an Officer’s Certificate of The certificates representing the Seller, Preferred Stock. (c) The Registration Rights Agreement in substantially the form set forth as Exhibit F hereto. (d) The Security Documents in substantially the forms set forth as Exhibits C-1 and substance previously approved C-2 hereto. (e) All filings required by the Purchaser Security Agreement; and its counselarrangements reasonably satisfactory to the Purchasers shall have been made for all recordings and filings of, as or with respect to, among the Security Agreement, including filings with the United States Patent and Trademark and Copyright offices, and delivery of such other thingssecurity and other documents, the representations and warranties including, without limitation, consents of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a partycounterparties, and the performance taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the Lien created, or purported to be created, by the Security Agreement. (f) A certificate of the Secretary of the Company dated the Date of Closing, certifying the incumbency and authority of the officers or authorized signatories of the Company who executed the Documents and the truth, correctness and completeness of the following exhibits attached thereto: (i) a copy of resolutions duly adopted by the Board of Directors of the Company, in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated hereunder herein and thereundertherein, certified by the Secretary or an Assistant Secretary of the Seller; as applicable, (viii) copies a copy of the certificate of formation incorporation of the SellerCompany, together with and all amendments, revisions and supplements amendments thereto, certified by an appropriate official of the Delaware Secretary Company's jurisdiction of State as of a recent dateincorporation, and (iii) a certificate copy of good standing from the Delaware Secretary By-laws of Statethe Company. (g) Certificates, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller;valid existence and good standing of the Company and each of its Subsidiaries in its jurisdiction of formation, issued by the appropriate authorities of such jurisdiction. (viiih) reliance letters to each A certificate executed by the principal executive officer of the Company, dated the Date of Closing, in which such officer certifies that the conditions set forth in subsections (a), (b), and (c) of Paragraph 3A(iii) have been satisfied. (i) The opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ & ▇▇▇▇▇▇▇, counsel to the Company, dated the Date of Closing, and substantially in connection with the purchase of the Receivables hereunder form set forth as Exhibit D hereto, subject only to such qualifications, limitations or the issuance or sale of the Notes;exceptions as may be acceptable to each Purchaser. (ixj) a financing statement to be filed with the Delaware Secretary The opinion of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, the Purchasers' special counsel, dated the Date of Sale; and (xi) Closing and substantially in the form set forth as Exhibit E hereto, subject only to such other documentsqualifications, certificates and opinions limitations or exceptions as may be reasonably requested acceptable to each Purchaser. (k) Certificates, dated as of a recent date, of the Company's and its Subsidiaries' good standing and qualification to do business, issued by the Purchaser or its counselappropriate officials in each jurisdiction listed on Schedule 3A(i)(k).

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ or Standard & Poor’s in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Fitch or Standard & and Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser 7.1 Deliveries by the Company to the Purchasers. At each Closing, the Company shall have received deliver, or shall cause to be delivered, to the applicable Purchasers the following, all of which shall be : (a) certificates (dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, and in form and substance previously approved by reasonably satisfactory to the Purchaser and its counsel, as to, among other things, the representations and warranties Purchasers) executed on behalf of the Seller Company certifying as to the fulfillment of the conditions specified in Sections 6.1(a), 6.1(b), 6.1(c) and satisfaction of conditions precedent6.1(d) hereof; (iiib) an opinion stock certificates representing 100% of the Shares shall have been, or opinions of counsel for shall at the SellerClosing be, in form validly delivered and substance previously approved by the Purchaser and its counsel, addressed transferred to the PurchaserPurchasers, free and clear of any and all Liens; (ivc) [RESERVED]all consents and waivers referred to in Section 3.6 hereof, in a form reasonably satisfactory to the Purchasers, with respect to the transactions contemplated by this Agreement and the Company Documents; (vd) copies of resolutions a filed copy of the manager Certificate of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, Amendment certified by the Secretary or an Assistant Secretary of State of the SellerState of Delaware; (vie) copies the Stockholders' Agreement substantially in the form attached hereto as Exhibit B, duly executed by the Company and each of the certificate of formation of parties thereto (other than the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existencePurchasers); (viif) UCC search reports from the appropriate offices Confidential Information and Inventions Assignment Agreements substantially in Delaware the form attached hereto as to EXHIBIT C, duly executed by the Seller;Company and each of its employees. (viiig) reliance letters to each an opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, dated the Closing Date substantially in the form attached hereto as EXHIBIT D; (h) a receipt for the Purchase Price paid at Closing; (i) a certificate of the Secretary of the Company, certifying as to the adoption by the Board of Directors of the Company of the resolutions attached hereto as EXHIBIT E; (j) a certificate of the Secretary of the Company, certifying as to (i) a true and correct copy of the Company's By-Laws as currently in effect, (ii) the incumbency of those officers of the Company who shall be executing and delivering this Agreement or the Company Document, and (iii) the adoption by the stockholders of the Company of the resolutions attached hereto as EXHIBIT F; (k) certificates of good standing with respect to the Company issued by the Secretary of State of the State of Delaware and for each state in which the Company is qualified to do business as a foreign corporation dated as soon as practicable prior to the Closing Date; and (l) copies, certified as true, complete and correct by the Chief Executive Officer of the Company, of all of the agreements, instruments and other documentation entered into in connection with the purchase satisfaction of the Receivables hereunder or conditions to the issuance or sale obligations of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described Purchasers set forth in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel6.1 hereof.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing such Subsequent Transfer Date or such other date as specified: (iA) the Receivables Schedulerelated Schedule of Subsequent Receivables; (iiB) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedentrelated First-Tier Subsequent Assignment; (iiiC) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions within ten days of the manager of related Subsequent Transfer Date, the Seller approving the executionshall record and file, delivery and performance of the Transaction Documents to which the Seller is at its own expense, a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of Statein each jurisdiction in which required by applicable law, naming executed by the Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the such Subsequent Receivables and the related other property described in conveyed under Section 2.1 2.01(b) as collateral and collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the such Subsequent Receivables to the Purchaser; and the Seller shall deliver a file-stamped copy, or other evidence satisfactory to the Purchaser of such filing, to the Purchaser within ten days of the related Subsequent Transfer Date; (xD) an Officer's Certificate of the ▇▇▇▇ Seller and Master Servicer, substantially in the form of SaleExhibit D; and (xiE) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel, including a letter from KPMG LLP as to certain information as to the aggregate characteristics of the Initial Receivables and all Subsequent Receivables in a report on Form 8-K that the Purchaser shall file with the Commission within 15 days after the end of the Pre-Funding Period.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s 's or ▇▇▇▇▇’'▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of StateVirginia State Corporation Commission, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. by the Borrower at Closing. The Purchaser ---------------------------------------------------- Borrower shall have received deliver or cause to be delivered to the Bank at the Closing the following, all of which shall be dated as of the Closing Date or such other date as specified: (ia) This Agreement duly executed by the Receivables ScheduleBorrower; (iib) an Officer’s Certificate of the Seller, in form and substance previously approved The Notes duly executed by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedentBorrower; (iiic) an opinion or opinions of counsel for the Seller, in form and substance previously approved The Security Agreement duly executed by the Purchaser Borrower, together with such Uniform Commercial Code financing statements and its counsel, addressed other documents as the Bank may reasonably require to be executed by the PurchaserBorrower; (ivd) [RESERVED]Evidence of the Borrower's having complied with those covenants regarding insurance as are contained in this Agreement and the other Loan Documents; (ve) copies A certificate of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; Borrower dated the Closing Date including (vii) copies resolutions duly adopted by the Borrower authorizing the transactions under the Loan Documents; (ii) a copy of the certificate of formation by-laws of the SellerBorrower; (iii) evidence of the incumbency and signature of the officers executing on its behalf any of the Loan Documents and any other document to be delivered pursuant to any such documents, together with all amendments, revisions and supplements theretoevidence of the incumbency of such Secretary or Assistant Secretary; (iv) a copy, certified by the Delaware Secretary of State State, as of a the most recent datedate practicable, of the Borrower's Articles and a certificate Certificate of good standing from Incorporation, together with the Delaware certification of the Secretary or Assistant Secretary of the Borrower as of the Closing Date that such Articles and Certificate of Incorporation have not been amended since the date of the aforesaid certification by the Secretary of State, dated as ; and (v) certificates of a recent date, to the effect that the Seller has been duly formed, is in authority or good standing for the Borrower from its jurisdiction of incorporation and has a legal existenceany other jurisdiction where the Borrower is qualified to do business; (viif) UCC search reports from the appropriate offices in Delaware as A copy of each and every authorization, permit, consent, and approval of and other action by, and notice to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement and filing with, every governmental authority and regulatory body which is required to be filed with obtained or made by the Delaware Secretary Borrower for the due execution, delivery and performance of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, this Agreement and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Saleother Loan Documents; and (xig) such other documentsThe opinion of Opton, certificates Handler, Feiler, & Landau dated as of Closing Date, in form and opinions as may be substance reasonably requested by satisfactory to the Purchaser or Bank and its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s 's or M▇▇▇▇▇’'▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of StateVirginia State Corporation Commission, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 2.1(a) as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇B▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser No Lender has any obligation to make its first US Loan, and US LC Issuer has no obligation to issue the first Letter of Credit, unless US Agent shall have received all of the following, all at US Agent's office in Dallas, Texas, duly executed and delivered and in form, substance and date satisfactory to US Agent: (a) This Agreement and any other documents that Lenders are to execute in connection herewith. (b) Each US Note. (c) Certain certificates of which shall be dated as of the Closing Date or such other date as specifiedUS Borrower including: (i) the Receivables Schedule; (ii) an Officer’s Certificate An "Omnibus Certificate" of the SellerSecretary or Assistant Secretary and of the Chairman of the Board, in form President, or Senior Vice President - Finance of US Borrower, which shall contain the names and substance previously approved signatures of the officers of US Borrower authorized to execute US Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Purchaser Board of Directors of US Borrower and its counselin full force and effect at the time this Agreement is entered into, as to, among other things, authorizing the representations and warranties execution of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, this Agreement and the performance other US Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated hereunder herein and thereundertherein, certified by the Secretary or an Assistant Secretary (2) a copy of the Seller; (vi) copies charter documents of the certificate of formation of the Seller, together with US Borrower and all amendments, revisions and supplements amendments thereto, certified by the Delaware Secretary appropriate official of the State as of a recent dateDelaware, and (3) a copy of the bylaws of US Borrower; and (ii) A "Compliance Certificate" of the Senior Vice President - Finance and of the Treasurer or Vice President - Accounting of US Borrower, of even date with such US Loan or such Letter of Credit, in which such officers certify to the satisfaction of the conditions set out in subsections (a), (b), and (c) of Section 4.3. (d) Certificate (or certificates) of the due formation, valid existence and good standing of US Borrower in the State of Delaware, issued by the appropriate official of such State. (e) A favorable opinion of McAfee & Taft, ▇ professional corporation, counsel for Restricted Persons, substantially in the form set forth in Exhibit E and a favorable opinion of Thom▇▇▇▇ & ▇night L.L.P. covering the matters requested by US Agent. (f) The Initial Financial Statements. (g) A copy of the certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing merger merging Devon Merger Co. with and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or into Santa Fe S▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documentsporation, certificates and opinions as may be reasonably requested certified by the Purchaser or its counsel.appropriate official of the State of Delaware,

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of StateVirginia State Corporation Commission, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇M▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇B▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s [ ] or ▇▇▇▇▇’▇ [ ] in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s Fitch or ▇M▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇B▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s 's, Moody's or ▇▇▇▇▇’▇ the Insurer in connection with the purchase of the Receivables hereunder or the issuance or sale of the NotesSecurities; (ix) a financing statement to be filed with the Delaware Secretary of StateVirginia State Corporation Commission, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 2.1(a) as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇B▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser This Agreement shall not become effective unless and until Administrative Agent shall have received all of the following, all at the office of which shall be dated as Administrative Agent or its counsel in Dallas or Houston, Texas, duly executed and delivered and in form, substance and date satisfactory to Administrative Agent: (a) This Agreement. (b) Each Note. (c) Certain certificates of the Closing Date or such other date as specifiedBorrower including: (i) the Receivables Schedule; (ii) an Officer’s Certificate An "Omnibus Certificate" of the SellerSecretary and of the President or Chief Financial Officer of Borrower, in form which shall contain the names and substance previously approved signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Purchaser Board of Directors of Borrower and its counselin full force and effect at the time this Agreement is entered into, as to, among other things, authorizing the representations and warranties execution of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, this Agreement and the performance other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated hereunder herein and thereundertherein, certified by the Secretary or an Assistant Secretary (2) a copy of the Seller; (vi) copies charter documents of the certificate of formation of the Seller, together with Borrower and all amendments, revisions and supplements amendments thereto, certified by the Delaware Secretary appropriate official of State as Borrower's state of organization (or certification that such charter documents have not been amended, supplemented or restated since the date of the Original Agreement), and (3) a copy of any bylaws of Borrower (or certification that such bylaws have not been amended, supplemented or restated since the date of the Original Agreement); and (ii) A "Compliance Certificate" of the President or Chief Executive Officer and of the Chief Financial Officer of Borrower, of even date with such Advance, in which such officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (d) of Section 3.2. (d) Copies of a recent datecertificate (or certificates) of the due formation, valid existence and a certificate of good standing from of Borrower in its state of organization, issued by the Delaware Secretary appropriate authorities of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence;such jurisdiction. (viie) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each A favorable opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the & ▇▇▇▇ of Sale; and▇▇▇, L.L.P., counsel for the Related Persons, substantially in the form set forth in Exhibit D. (xif) such other documents, certificates and opinions as may Payment of all fees required to be reasonably requested by paid to Administrative Agent or any Lender pursuant to the Purchaser or its counselFee Letter.

Documents to be Delivered. The Purchaser On or before the Date of Closing, the Purchasers shall have received all of the following, all of which shall be dated as of the Closing Date or such other date as specifiedduly executed and delivered: (i) the Receivables ScheduleNotes being purchased by each Purchaser in the name and denomination set forth on the signature page hereto of such Purchaser; (ii) an Officer’s Certificate the Shares being purchased by each Purchaser in the name and denomination set forth on the signature page hereto of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedentsuch Purchaser; (iii) an opinion certificates of the Secretary and of the Chairman of the Board or opinions President of counsel for each of Holdings and Acquisition, dated the SellerDate of Closing, in form which shall contain the names and substance previously approved signatures of the officers of such Seller authorized to execute this Agreement and which shall certify to the truth, correctness and completeness of the following exhibits attached hereto as Exhibit D-l: (a) a copy of resolutions duly adopted by the Purchaser Board of Directors of each of Holdings and its counselAcquisition and in full force and effect at the time this Agreement is entered into, addressed authorizing the execution of this Agreement and the other Transaction Documents delivered or to be delivered in connection herewith on the Purchaserpart of such Sellers and the consummation of the transactions contemplated herein and therein, (b) a copy of the charter documents of each of the Sellers and each of their subsidiaries and all amendments thereto, certified by the appropriate official of the state of organization, and (c) a copy of the bylaws of each of the Sellers and each of their subsidiaries in effect on the Date of Closing; (iv) [RESERVED];The representations and warranties of each of Holdings and Acquisition contained in this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Date of Closing as if made on and as of the Date of Closing; the statements of Holdings' and Acquisition's officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct in all material respects on and as of the date made and on and as of the Date of Closing; Holdings and Acquisition shall have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Date of Closing; and, there shall have been no event or events that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or any development that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. (v) copies of resolutions a certificate (or certificates) of the manager due formation, valid existence and good standing of each of the Seller approving the executionSellers and their subsidiaries in its state of organization, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified issued by the Secretary or an Assistant Secretary appropriate authorities of the Sellersuch jurisdiction; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary president of Stateeach of the Sellers and their subsidiaries dated the Date of Closing, dated as of a recent date, in which such officer certifies to the effect that satisfaction of the Seller has been duly formed, is conditions set out in good standing subsections (i) and has a legal existence(ii) of paragraph 3B; (vii) UCC search reports from a favorable opinion of each of ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to Holdings and Acquisition and ▇▇▇▇▇▇, dated the appropriate offices Date of Closing and substantially in Delaware the form set forth in Exhibit D-2, subject only to such qualifications, limitations or exceptions as may be acceptable to each of the SellerPurchasers; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or a letter from ▇▇▇▇▇’▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ in connection with the purchase & Goodyear, LLP allowing each of the Receivables hereunder or Purchasers to rely, as if it had been addressed to such Purchaser, on the issuance or sale opinion of ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Goodyear, LLP delivered pursuant to Section 9.5 of the Notes;Stock Purchase Agreement; and (ix) a financing statement certificates of Holdings', Intermediate Holdings', Acquisition's and ▇▇▇▇▇▇'▇ good standing and due qualification to be filed with do business, issued by appropriate officials in any states where each of Holdings', Intermediate Holdings', Acquisition's and ▇▇▇▇▇▇'▇ ownership or leasing of its properties or the Delaware Secretary conduct of State, naming its business requires such qualification. On or before the Seller, as seller or debtorDate of Closing, the Purchaser, as purchaser or secured party, Purchasers and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇▇▇ of Sale; and (xi) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Purchasers, shall have received such other further documents, opinions, certificates and opinions schedules or instruments relating to the business, corporate, legal and financial affairs of each of Holdings, Acquisition, ▇▇▇▇▇▇, the Company and their respective Subsidiaries as may be they shall reasonably requested by the Purchaser or its counselrequest.

Documents to be Delivered. The (a) At or prior to Closing, Purchaser shall have received from Seller: (i) a certificate of Seller, dated as of the date of Closing, certifying in such detail as Purchaser may reasonably request that the conditions specified in Sections 9.1 and 9.2 hereof have been fulfilled and certifying that Seller has obtained all consents and approvals required with respect to it, the Business or the transactions contemplated hereby, including those which are listed on Schedules 4.19 and 4.20 hereof; (ii) all deeds, bills of sale, assignments and assumptions and other documents of conveyance, in form and substance satisfactory to Purchaser and its counsel, necessary to convey the Transferred Assets and assume the Assumed Liabilities; (iii) except with respect to the Assumed Liabilities, to the extent any of the Transferred Assets are encumbered, Seller shall have obtained releases of such encumbrances, which releases shall be in form and substance acceptable to Purchaser and its counsel; and (iv) a certificate of Seller, dated as of the date of Closing, certifying as to resolutions adopted by Seller’s Board of Directors approving of the Agreement and this transaction, the encumbancy of those persons signing on behalf of Seller and the organization of Seller; (v) all other previously undelivered items required to be delivered by Seller to Purchaser at or prior to Closing pursuant to this Agreement or otherwise. (b) Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified:executed and delivered Transition Services Agreement. (ic) the Receivables Schedule; (ii) an Officer’s Certificate Purchaser shall have received acceptable written evidence of the Seller, in form termination of all employment contracts with employees that Purchaser has offered employment to and substance previously approved by the who have notified Purchaser and its counsel, as to, among other things, the representations and warranties that they will be accepting their offer of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counselemployment.

Documents to be Delivered. The Purchaser to the Buyer at Closing. ------------------------------------------------- (a) At Closing each Seller or duly authorised attorney in fact of each Seller shall have received record the followingtransfer of shares owned by such Seller to the Buyer or as the Buyer may direct in GNB's share register to that effect. (b) At Closing, all of which the Sellers shall be dated deliver to the Buyer or as of the Closing Date or such other date as specifiedBuyer may direct: (i) duly executed transfers of any of the Receivables ScheduleShares and any shares of any of the Subsidiaries held by nominees in favour of the Buyer or as the Buyer may direct; (ii) an Officer’s Certificate duly executed counterparts of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedentSellers' Ancillary Agreements; (iii) an opinion or opinions a closing certificate of counsel for the Seller in a form reasonably satisfactory to the Buyer certifying as to the accuracy of the Seller's representations and warranties at and as of the Closing and that the Sellers has performed and complied with all of the terms, in form provisions and substance previously approved conditions to be performed and complied with by the Purchaser and its counsel, addressed to Seller at or before the PurchaserClosing; (iv) [RESERVED]a certificate of the Company Secretary or an Assistant Company Secretary of the Seller in a form reasonably satisfactory to the Buyer dated the Closing Date, certifying as to: (i) the Seller's articles of association, (ii) the passing of resolutions of the Seller's board of directors, authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements, and the transactions contemplated hereby; and (iii) evidence of due appointment and signatures of its officers executing this Agreement and any Sellers' Ancillary Agreement; (v) copies the written resignations of resolutions their respective directors and/or secretaries (including the company secretary) of GNB, as may be required to resign by the Buyer effective as of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller;Closing Date; and (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions documents as may be reasonably requested by the Purchaser Buyer or its counselCounsel may reasonably request.

Documents to be Delivered. The Purchaser (a) At the Closing, after approval of all regulatory authorities necessary to Close and simultaneously with the payment of the Purchase Price, Seller shall have received deliver to Buyer the following, all of which shall be dated as of in the Closing Date or such other date as specified: form and substance reasonably acceptable to Seller and Buyer: (i) the Receivables Schedule; Purchase Price adjusted for all prorations, credits and adjustments, of which the Escrow Deposit will be accounted for, (ii) an Officer’s Certificate of the Sellerexecuted Deed for the Land, in form fixtures and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; Improvements; (iii) an opinion or opinions of counsel for the Seller, standard no-lien affidavit in form and substance previously approved by required to delete the Purchaser and its counsel, addressed standard pre-printed exceptions to the Purchaser; Title Policy; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇executed b▇▇▇ of Salesale for the Improvements, Deposits and the Tangible Personal Property; and (xiv) an executed assignment and assumption of the lease with Lifestyle Contractors, Deposits and any Operating Contracts; (vi) a “FIRPTA Affidavit” establishing the Seller is not a “foreign corporation”; (vii) authority documentation reasonably requested by Buyer or reasonably required by the Title Company to evidence Seller’s authority to close the transactions contemplated by this Agreement; (viii) such other documents, certificates documents and opinions as may be instruments contemplated by this Agreement and reasonably requested by Buyer, and (ix) any manuals, combinations, keys, and alarm codes. (b) At the Purchaser Closing, Buyer shall execute and deliver, as applicable, to Seller the following, all in a form and substance reasonably acceptable to Seller and Buyer: (i) an assignment and assumption of the lease with Lifestyle Contractors, Deposits and Operating Contracts; (ii) authority documentation reasonably requested by Seller or its counselthe Title Company to evidence Buyer’s authority to close the transactions contemplated by this Agreement; and (iii) such other documents and instruments contemplated by this Agreement and reasonably requested by Seller. (c) At the Closing, Seller and Buyer shall mutually execute and deliver to each other a closing statement in customary form, and such other instruments required by this Agreement.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of StateVirginia State Corporation Commission, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the ------------------------- following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s 's Certificate of the Seller, substantially in the form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedentExhibit B hereto; (iii) an opinion or opinions of counsel for the Seller, in the aggregate substantially in the form and substance previously approved by the Purchaser and its counselof Exhibit C hereto, addressed to the Purchaser, the Insurer and the Underwriters; (iv) [RESERVED]a letter, dated the date of the Prospectus Supplement, from KPMG LLP as to certain financial and statistical information in the Seller Information, which letter shall be acceptable in form and substance to the Purchaser; (v) copies of resolutions of the manager board of directors of the Seller approving the execution, delivery and performance of the Transaction Basic Documents to which the Seller it is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate articles of formation incorporation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of Virginia State Corporation Commission as of a recent date, and a certificate of good standing fact from the Delaware Secretary of StateVirginia State Corporation Commission, dated as of a recent date, to the effect that the Seller has been duly formedincorporated, is in good standing and has a legal corporate existence; (vii) UCC search reports from the appropriate offices in Delaware Virginia and in Georgia as to the Seller; (viii) an Officer's Certificate of Circuit City, substantially in the form of Exhibit D hereto; (ix) an opinion of counsel for Circuit City, substantially in the form of Exhibit E hereto, addressed to the Purchaser and to the Underwriters; (x) copies of resolutions of the executive committee of the board of directors of Circuit City approving the execution, delivery and performance of the Performance Guaranty, and the performance of the transactions contemplated thereunder, certified by the Secretary or an Assistant Secretary of Circuit City; (xi) copies of the articles of incorporation of Circuit City, together with all amendments, revisions and supplements thereto, certified by the Virginia State Corporation Commission as of a recent date, and a certificate of fact from the Virginia State Corporation Commission, dated as of a recent date, to the effect that Circuit City has been duly incorporated, is in good standing and has a legal corporate existence; (xii) reliance letters to each opinion of counsel to the Seller or Seller, the Servicer or Circuit City delivered to Standard & Poor’s 's, Moody's or ▇▇▇▇▇’▇ the Insurer in connection with the purchase of the Receivables hereunder or the issuance or sale of the NotesSecurities; (ixxiii) a financing statement to be filed with each of the Delaware Secretary of StateHenrico County Circuit Court and the Virginia State Corporation Commission, naming executed by the Seller, as seller or debtor, and naming the Purchaser, as purchaser or secured party, and the Issuer Trust, as assignee, naming the Receivables and the related property described in Section 2.1 2.01(a) as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (xxiv) the ▇▇▇▇ of Sale; and (xixv) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The Purchaser shall have received the following, all of which shall be dated as of the Closing Date or such other date as specified: (i) the Receivables Schedule; (ii) an Officer’s Certificate of the Seller, in form and substance previously approved by the Purchaser and its counsel, as to, among other things, the representations and warranties of the Seller and satisfaction of conditions precedent; (iii) an opinion or opinions of counsel for the Seller, in form and substance previously approved by the Purchaser and its counsel, addressed to the Purchaser; (iv) [RESERVED]; (v) copies of resolutions of the manager of the Seller approving the execution, delivery and performance of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s Ratings Services or ▇▇▇▇▇’▇ Investors Service, Inc. in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or seller/debtor, the Purchaser, as purchaser or purchaser/assignor secured party, and the Issuer Indenture Trustee, as secured party/total assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xi) such other documents, certificates and opinions as may be reasonably requested by the Purchaser or its counsel.

Documents to be Delivered. The At or before the Closing Time on the Closing Date, the Vendors shall execute, or cause to be executed, and shall deliver, or cause to be delivered, to the Purchaser, all agreements, instruments, notices, certificates and other documents which are to be delivered by the Vendors pursuant to the provisions of this Agreement, in form satisfactory to the Purchaser, acting reasonably, and the Purchaser shall have received execute, or cause to be executed, and shall deliver, or cause to be delivered to the Vendors, in form satisfactory to the Vendors, acting reasonably, all cheques or bank drafts or funds flow directions and all agreements, instruments, notices, certificates and other documents which the Purchaser are to deliver or cause to be delivered pursuant to the provisions of this Agreement, including the following, all of which shall : (a) Documents to be dated as of delivered by the Closing Date or such other date as specifiedVendors: (i) the Receivables ScheduleCorporation's corporate record book; (ii) an Officer’s Certificate certified copies of all necessary corporate resolutions, authorizations and proceedings of the Seller, Corporation and the Vendors that are required to be taken or obtained to permit the due and valid transfer of the Purchased Interests to and in form and substance previously approved by the name of the Purchaser and its counsel, as to, among other things, the representations and warranties completion of the Seller and satisfaction of conditions precedentTransaction; (iii) an opinion or opinions the consents described in Schedule 3.1(e); (iv) a duly executed receipt in favour of counsel the Purchaser for the SellerCash Amount and the Consideration Shares; (v) certificates representing the Purchased Interests, in form and substance previously approved by the Purchaser and its counsel, addressed duly endorsed for transfer to the Purchaser; (ivvi) [RESERVED]duly executed certificates representing the Purchased Interests registered in the name of the Purchaser; (vvii) duly executed copies of the Transaction Documents by the Vendors, as applicable; (viii) a certificate of status, compliance, good standing or like certificate with respect to the Corporation issued by the appropriate government officials of the jurisdiction of such entity's incorporation; (ix) resignations and mutual releases between the Corporation and the directors and officers thereof; (x) release of the Vendors in favour of the Corporation; and (xi) all such other documents and instruments that are incidental to the foregoing as the Purchaser may reasonably require. (b) Documents to be delivered by the Purchaser: (i) the Cash Amount in accordance with Section 2.2(b); (ii) the certificates for the Consideration Shares in accordance with Section 2.2(c); (iii) a certified copy of resolutions of the manager directors of the Seller approving Purchaser as may be required in order to authorize the execution, delivery and performance of this Agreement; (iv) duly executed copies of the Transaction Documents to which the Seller is a party, and the performance of the transactions contemplated hereunder and thereunder, certified by the Secretary or an Assistant Secretary of the Seller; (vi) copies of the certificate of formation of the Seller, together with all amendments, revisions and supplements thereto, certified by the Delaware Secretary of State as of a recent date, and a certificate of good standing from the Delaware Secretary of State, dated as of a recent date, to the effect that the Seller has been duly formed, is in good standing and has a legal existence; (vii) UCC search reports from the appropriate offices in Delaware as to the Seller; (viii) reliance letters to each opinion of counsel to the Seller or the Servicer delivered to Standard & Poor’s or ▇▇▇▇▇’▇ in connection with the purchase of the Receivables hereunder or the issuance or sale of the Notes; (ix) a financing statement to be filed with the Delaware Secretary of State, naming the Seller, as seller or debtor, the Purchaser, as purchaser or secured party, and the Issuer as assignee, naming the Receivables and the related property described in Section 2.1 as collateral and meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables to the Purchaser; (x) the ▇▇▇▇ of Sale; and (xiv) all such other documents, certificates documents and opinions as instruments that are incidental to the foregoing that the Vendors may be reasonably requested by the Purchaser or its counselrequire.