AFCC'S definition

AFCC'S. SELLER'S AND THE SUBSIDIARIES' DELIVERIES TO PURCHASER . At Closing, Associates First Capital Corporation, a Delaware corporation ("AFCC"), Seller and the Subsidiaries shall deliver to Purchaser the instruments and items set forth below: (a) Stock certificates representing the Shares, registered in the name of Seller, duly endorsed in blank or accompanied by duly executed stock powers; (b) A certificate of Seller and each Subsidiary's Secretary or an Assistant Secretary certifying resolutions adopted by the Board of Directors of Seller and each Subsidiary authorizing and approving the execution, delivery and performance of this Agreement and the other documents to be delivered by Seller and such Subsidiary in connection with this Agreement and, in the case of Seller, the transfer of the Shares to Purchaser pursuant to this Agreement; (c) The written resignations of the directors of the Subsidiaries, effective upon Closing; (d) The stock books, stock ledgers, minute books, and corporate seals of the Subsidiaries; (e) All Certificates of AFCC's, Seller's and the Subsidiary's officers required under or in connection with this Agreement; (f) Any updates of Schedules pursuant to Section 4.16, which shall be dated as of a date not more than two days prior to the Closing Date and certified by Seller's and each Subsidiary's Secretary or an Assistant Secretary; (g) Duly executed Interim Services Agreement, ▇▇▇▇ Lease, Riverwoods Sublease, Services Agreement, Assumption Agreement, Tax Cooperation and Indemnification Agreement and Master Agreement for Systems Operations Services (the "Master Agreement") relating to the IBM Contract (as defined in the Master Agreement), which documents shall be in the forms attached hereto as Exhibits A, B, C, D, E, F, and G respectively; and (h) All other documents, certificates, instruments, agreements and writings required to be delivered by AFCC, Seller or either Subsidiary on or before the Closing Date pursuant to this Agreement.
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