Common use of Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments Clause in Contracts

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice or Issuance Notice, as applicable, in the form of Annex BB-1 or B-2, as applicable; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the sum of the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) and the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does Interest shall not exceed 100%; and (viiv) the Facility Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (Purchase, including the initial Funded Purchase) , and the issuance Issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, reinvestment the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate sum of the Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the ), each issuance of any Letters Letter of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters Letter of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase Funded Purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase Purchase or issuance, as the case may be, and a completed Purchase Notice or Issuance Notice, as applicable, in the form of Annex BB-1 or B-2, as applicable; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, reinvestment the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance Purchase or reinvestmentissuance, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the sum of the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed be greater than the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) and the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does Interest shall not exceed 100%; and (vi) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Weekly Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; 701648899 12403015 II (iii) the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, Amount does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, Interest does not exceed 100%; and (vi) the Facility Termination Date has not occurred.. 701648899 12403015 II

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each such Purchaser Agent, a completed pro forma Information Package to reflect the level of Aggregate CapitalInvestment, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice purchase notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, reinvestment the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date (except for to the extent that such representations and warranties that are relate expressly made as of to an earlier date (date, and in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital sum of the Investment plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit;; and (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Facility Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) in the case of a Funded Purchase or issuance (but not reinvestment), no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance Purchase or reinvestmentissuance, that constitutes a Termination Event or an Unmatured Termination Event, and in the case of a reinvestment, no event has occurred and is continuing, or would result from such reinvestment, that constitutes a Termination Event; (iii) the sum of the Aggregate Capital plus the Adjusted LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) and the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does Interest shall not exceed 100%; and (viiv) the Facility Termination Date has not occurred. (c) in the case of each Purchase (but not reinvestment), no event or condition described in clause (j)(ii) of Exhibit V to this Agreement, without giving effect to the fifteen (15) Business Day grace period set forth in such clause, has occurred and is continuing.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of Aggregate Capital, the Aggregate LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital plus the Aggregate LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (viv) the Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma Information Package to reflect the level of Aggregate Capital, the Aggregate LC Participation Amount and related reserves and the calculation of the Purchased Interest after such purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital plus the Aggregate LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (viv) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (Purchase, including the initial Funded Purchase) Purchase (but excluding any deemed Funded Purchase pursuant to Section 1.2(e), and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice or Issuance Notice, as applicable, in the form of Annex BB-1 or B-2, as applicable; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment reinvestment, as the case may be, as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance Purchase or reinvestmentissuance, that constitutes a Termination Event or an Unmatured Termination Event; and, in the case of reinvestments, no event has occurred and is continuing or would result from such reinvestment that constitutes a Termination Event; (iii) the sum of the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) and the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does Interest shall not exceed 100%; and (viiv) the Facility Termination Date has not occurred. (c) with respect to the first issuance of a Letter of Credit hereunder on or after the Closing Date, the Seller shall have delivered (or caused to be delivered) to the Administrator and each Purchaser Agent favorable opinions of Xxxxxxxxx LLP, as counsel to the Cloud Peak and Seller, opining as to (i) customary true sale matters with respect to the transactions contemplated by the Purchase and Sale Agreement, and (ii) customary substantive consolidation matters between the Seller on one hand and Cloud Peak and the other Originators on the other, in each case, in form and in form and substance reasonably satisfactory to the Administrator and addressed to the Administrator, each Purchaser Agent and each Purchaser.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (Purchase, including the initial Funded Purchase) Purchase (but excluding any deemed Funded Purchase pursuant to Section 1.2(e), and the issuance of any Letters of Credit (other than any Letters of Credit issued or deemed issued under the Prior Agreement) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any such Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice or Issuance Notice, as applicable, in the form of Annex BB-1 or B-2, as applicable; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment reinvestment, as the case may be, as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance Purchase or reinvestmentissuance, that constitutes a Termination Event or an Unmatured Termination Event; and, in the case of reinvestments, no event has occurred and is continuing or would result from such reinvestment that constitutes a Termination Event; (iii) the sum of the Aggregate Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit; (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) and the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does Interest shall not exceed 100%; and (viiv) the Facility Termination Date has not occurred.

Conditions Precedent to All Funded Purchases, Issuances of Letters of Credit and Reinvestments. Each Funded Purchase (including the initial Funded Purchase) and the issuance of any Letters of Credit and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the Administrator and each Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Aggregate Capital, the LC Participation Amount and related reserves and the calculation of the Purchased Interest after such subsequent purchase or issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and (b) on the date of such Funded Purchase, issuance of any Letters of Credit or reinvestment, as the case may be, the following statements shall be true (and acceptance of the proceeds of such Funded Purchase, issuance or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained in Exhibit III to this the Agreement are true and correct in all material respects on and as of the date of such Funded Purchase, issuance or reinvestment as though made on and as of such date except for representations and warranties that are expressly made which apply as of to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (ii) no event has occurred and is continuing, or would result immediately after giving effect to from such Funded Purchase, issuance or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate sum of the Capital plus the LC Participation Amount, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does shall not exceed the Purchase Limit;; and (iv) the LC Participation Amount, immediately after giving effect to any such issuance, does not exceed the aggregate of the Commitments of the LC Participants; (v) the Purchased Interest, immediately after giving effect to any such Funded Purchase, issuance or reinvestment, as the case may be, does not exceed 100%; and (vi) the Facility Termination Date has not occurred.