RECEIVABLES PURCHASE ON THE OCCASION OF
THE FIRST RECEIVABLES PURCHASE AFTER THE DATE HEREOF IS SUBJECT TO SATISFACTION
OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
EACH MANAGING AGENT SHALL HAVE RECEIVED, ON
OR BEFORE THE INITIAL RECEIVABLES PURCHASE DATE, ALL OF THE FOLLOWING, EACH
FULLY EXECUTED AND IN FORM AND SUBSTANCE SATISFACTORY TO SUCH MANAGING AGENT:
(I)
THIS RECEIVABLES PURCHASE AGREEMENT;
(II)
EACH OF (I) THE SALE AGREEMENT AND (II)
THE LIQUIDITY AGREEMENT;
(III)
A COPY OF THE RESOLUTIONS OF THE BOARD OF
MANAGERS OF THE SELLER APPROVING THIS RECEIVABLES PURCHASE AGREEMENT AND ALL
OTHER DOCUMENTS AND INSTRUMENTS TO BE DELIVERED HEREUNDER OR THEREUNDER BY THE
SELLER, CERTIFIED BY A MANAGER;
(IV)
A CERTIFICATE OF A MANAGER OF THE SELLER
CERTIFYING (A) THE NAMES AND TRUE SIGNATURES OF THE OFFICERS OF THE SELLER
AUTHORIZED TO SIGN THIS RECEIVABLES PURCHASE AGREEMENT AND THE OTHER DOCUMENTS
AND INSTRUMENTS TO BE DELIVERED BY THE SELLER PURSUANT HERETO OR THERETO (ON
WHICH CERTIFICATE THE MANAGING AGENTS MAY CONCLUSIVELY RELY UNTIL SUCH TIME AS
THE MANAGING AGENTS SHALL RECEIVE FROM THE SELLER A REVISED CERTIFICATE MEETING
THE REQUIREMENTS OF THIS SUBSECTION (IV)) AND (B) A TRUE AND COMPLETE COPY OF
THE LIMITED LIABILITY COMPANY AGREEMENT OF THE SELLER;
(V)
A CERTIFICATE EXECUTED BY A MANAGER OF THE
SELLER CERTIFYING THAT AS OF THE INITIAL RECEIVABLES PURCHASE DATE, ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV HEREOF ARE TRUE AND
ACCURATE IN ALL MATERIAL RESPECTS WITH THE SAME FORCE AND EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE AS OF SUCH TIME;
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(VI)
THE CERTIFICATE OF FORMATION OF THE SELLER,
CERTIFIED BY THE SECRETARY OF STATE OF DELAWARE;
(VII)
GOOD STANDING CERTIFICATES FOR THE SELLER ISSUED
BY THE SECRETARIES OF THE STATES OF DELAWARE AND MASSACHUSETTS;
(VIII)
A MANAGER'S CERTIFICATE IN THE FORM OF EXHIBIT C,
EXECUTED BY A MANAGER OF THE SELLER;
(IX)
SUCH LEGAL OPINIONS AS THE MANAGING AGENTS
MAY REASONABLY REQUEST, EACH IN FORM AND SUBSTANCE SATISFACTORY TO EACH MANAGING
AGENT;
(X)
NOTIFICATION OF ASSIGNMENT OF CUSTODY
AGREEMENT EXECUTED BY CAPMAC, TRIPLE-A AND THE SELLER AND ACKNOWLEDGEMENT BY THE
CUSTODIAN;
(XI)
LOCK-BOX AGREEMENT EXECUTED BY EACH LOCK-BOX
BANK; AND
(XII)
A FEE LETTER FOR EACH PURCHASER GROUP.
(B)
ALL FEES AND EXPENSES DUE AND OWING UNDER
EACH FEE LETTER SHALL HAVE BEEN PAID; AND
(C)
THE MANAGING AGENTS SHALL HAVE RECEIVED
SUCH OTHER APPROVALS OR DOCUMENTS AS THEY MAY REASONABLY REQUEST.
SECTION 3.02.
CONDITIONS PRECEDENT TO EACH RECEIVABLES PURCHASE.
THE AGREEMENT
OF THE PURCHASERS TO MAKE A RECEIVABLES PURCHASE ON THE OCCASION OF EACH
RECEIVABLES PURCHASE DATE (INCLUDING THE INITIAL RECEIVABLES PURCHASE) SHALL BE
SUBJECT (I) TO RECEIPT BY EACH MANAGING AGENT OF (A) A SETTLEMENT REPORT FOR THE
MOST RECENT CALENDAR MONTH THEN ENDED, (B) A NOTICE FROM THE CUSTODIAN IN
SUBSTANTIALLY THE FORM OF EXHIBIT A TO THE CUSTODIAL AGREEMENT CONFIRMING THAT
THE CUSTODIAN HAS RECEIVED THE CONTRACT FILES REQUIRED TO BE DELIVERED TO IT
PURSUANT TO SECTION 6.04(B) HEREOF AND (C) SUCH OTHER APPROVALS OR