BASIC DOCUMENTS 1 Clause Samples

BASIC DOCUMENTS 1. Fifth Amendment to Receivables Financing Agreement 2. Second Amendment to Purchase and Sale Agreement (“PSA”) 3. Amendment No. 2 to Deposit Account Control Agreement (note: collection accounts will be assigned to the Borrower on the books and records of the Collection Account Bank such that the Borrower will be the “owner” and “customer of the bank” with respect to those accounts) 4. Intercompany Loan Agreement for the Joining Originator B. UNIFORM COMMERCIAL CODE FILING DOCUMENTATION 5. UCC, tax, ERISA, bankruptcy and judgment lien searches against the Joining Originator in the State in which the Joining Originator is organized or incorporated (as well as tax, ERISA, bankruptcy and judgment searches at the Joining Originator’s chief executive office) 6. UCC-1 Financing Statements naming the Joining Originator as debtor/seller, Borrower as buyer/assignor, and the Administrative Agent as secured party/assignee, for filing with the Secretary of State of the State of New Jersey 7. Amended and Restated Lien Release Letter (JPM) 8. UCC-3 filing regarding UCC-1 filing by JPM against Joining Originator C. LEGAL OPINIONS 9. Opinion of counsel to the Joining Originator, Syneos Health and the Borrower re: general corporate matters, enforceability, no-conflicts with organizational documents, material agreements, New York and Federal law, ’40 Act, ▇▇▇▇▇▇▇ Rule and UCC security interest and perfection matters 10. Opinion of counsel to the Joining Originator and the Borrower re: true sale matters 11. Opinion of counsel to the Joining Originator and the Borrower re: substantive consolidation matters 12. Back-Up Officers’ Certificates as applicable to support the foregoing opinions, including Certificate regarding material agreements D. DOCUMENTATION AS TO AUTHORITY, INCUMBENCY AND OTHER MATTERS WITH RESPECT TO SYNEOS HEALTH, BORROWER AND THE JOINING ORIGINATOR 13. Officer’s Certificate of Syneos Health a. Authorizing Resolutions b. Certificate of Formation c. Limited Liability Company Agreement d. Incumbency and signatures 14. Officer’s Certificate of the Joining Originator a. Authorizing Resolutions b. Certificate of Formation c. Limited Liability Company Agreement d. Incumbency and signatures 2 733104979 18569090