Common use of Conditions Precedent to All Purchases and Reinvestments Clause in Contracts

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment Reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase Purchase or reinvestment Reinvestment the following statements shall be true (and acceptance Seller, by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment Reinvestment, shall be deemed a representation and warranty by the Seller that such statements are then trueto have certified that): (i) the representations and warranties contained in Exhibit III to this Agreement ARTICLE VI are true and correct in all material respects on and as of the such date of such purchase or reinvestment as though made on and as of such date (and shall be deemed to have been made on such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;), (ii) no event has occurred and is continuing, or would result from such purchase Purchase or reinvestmentReinvestment, that constitutes a Termination Liquidation Event or an Unmatured Termination Liquidation Event;, (iii) the Aggregate after giving effect to such Purchase or Reinvestment, Purchaser's Total Investment shall will not exceed the Purchase Limit, Limit and the Purchased Interest Asset Interest, expressed as a percentage of Net Pool Balance, will not exceed the Allocation Limit; (b) the Termination Date shall not exceed 100%have occurred; and (ivc) in the Facility Termination Date has not occurredcase of a Purchase, the Administrator shall have timely received an appropriate notice of the proposed Purchase in accordance with SECTION 1.02(A).

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 or VI to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) after giving effect to such purchase proposed hereby, the Aggregate Investment shall Purchased Interest will not exceed 100% and the Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has shall not have occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed purchase notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was warranties shall be true and correct in all material respects as of such earlier date;); and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each The effectiveness of the amendment and restatement of the Prior Agreement hereby and each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchasePurchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchasePurchase; and (b) on the date of such purchase Purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase 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 purchase Purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase Purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment does not, and after giving effect thereto shall not not, exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment Reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) that on the date of such purchase Purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance Seller, by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment Reinvestment, shall be deemed a representation and warranty by the Seller that such statements are then trueto have certified that): (ia) each of the representations and warranties contained in Exhibit III Article VI, in the Sale Agreement and in each other Transaction Document that are qualified as to this Agreement materiality are true and correct, and each not so qualified are true and correct in all material respects respects, in each case, on and as of the date of such purchase or reinvestment day as though made on and as of such date; provided that if day (except to the extent such representation representations and warranty relates warranties explicitly refer solely to an earlier datedate or period, such representation and warranty was in which case they shall be true and correct in all material respects as of such earlier datedate or period); (iib) no event has occurred and is continuing, continuing or would result from such purchase Purchase or reinvestmentReinvestment, that constitutes an Event of Default, an Unmatured Event of Default, a Servicer Termination Event or an Unmatured Servicer Termination Event; (c) after giving effect to each proposed Purchase or Reinvestment, (i) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Investment will not exceed such Purchaser Group’s Purchaser Group Commitment, (ii) the Total Investment will not exceed the Purchasers’ Total Commitment, and (iii) the Aggregate Total Investment shall will not exceed the Purchase Limit, sum of the Receivables Investment Base and the Purchased Interest shall not exceed 100%Loan Investment Base; and (ivd) the Facility Purchase Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) ), each Swingline Purchase and each reinvestment Reinvestment shall be subject to the further conditions precedent that: (a) 1. in the case of each purchasePurchase and Swingline Purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Weekly Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchase; and (b) 2. on the date of such purchase Purchase, Swingline Purchase or reinvestment Reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase, Swingline Purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (ia) 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 purchase Purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was warranties aree true and correct in all material respects as of such earlier date; (ii); b) no event has occurred and is continuing, or would result from such purchase Purchase or reinvestmentReinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) purchase of a Receivable Interest and each reinvestment Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to the date that is two (2) days prior to such purchase, in form and substance reasonably satisfactory to the Administrator Agent and such Purchaser AgentPurchaser, all Monthly Reports as and when theretofore due under Section 5.5 and a completed pro forma Information Package Daily Capital Report at least two (2) Business Days prior to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller and, where indicated, TLC that such statements are then true): (i) the representations and warranties contained set forth in Exhibit III to this Agreement are true Article II shall be true, accurate and correct complete in all every material respects respect on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred, or so far as Seller can reasonably foresee would result from such purchase or Reinvestment, that will constitute a Termination Event, and no event has occurred and is continuing, or as far as Seller can reasonably foresee would result from such purchase or reinvestmentReinvestment, that constitutes would constitute a Termination Event or an Unmatured Potential Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (except as to CLAUSE (A), including the initial Purchase) and each reinvestment Reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchasePurchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchasePurchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasePurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase Purchase or reinvestment Reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase or reinvestment 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 EXHIBITS III and VI to this the Agreement are true and correct in all material respects on and as of the date of such purchase Purchase or reinvestment Reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase Purchase or reinvestmentReinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed purchase notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was warranties shall be true and correct in all material respects as of such earlier date;); and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; andpro (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Conduit Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 or VI to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) after giving effect to such purchase proposed hereby, the Aggregate Investment shall Purchased Interest will not exceed 100% and the Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has shall not have occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment Reinvestment hereunder shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) that on the date of such purchase Purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance Seller, by accepting the amount of such Purchase or by receiving the proceeds of such purchase or reinvestment Reinvestment, shall be deemed a representation and warranty by the Seller that such statements are then trueto have certified that): (ia) each of the representations and warranties contained in Exhibit III Article VI, in the Sale Agreement and in each other Transaction Document that are qualified as to this Agreement materiality are true and correct, and each not so qualified are true and correct in all material respects respects, in each case, on and as of the date of such purchase or reinvestment day as though made on and as of such date; provided that if day (except to the extent such representation representations and warranty relates warranties explicitly refer solely to an earlier datedate or period, such representation and warranty was in which case they shall be true and correct in all material respects as of such earlier datedate or period); (iib) no event has occurred and is continuing, continuing or would result from such purchase Purchase or reinvestmentReinvestment, that constitutes an Event of Termination, an Unmatured Event of Termination, a Servicer Termination Event or an Unmatured Servicer Termination Event; (c) after giving effect to each proposed Purchase or Reinvestment, (i) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Investment will not exceed such Purchaser Group’s Purchaser Group Commitment, (ii) the Total Investment will not exceed the Purchasers’ Total Commitment, and (iii) the Aggregate Total Investment shall will not exceed the Purchase Limit, sum of the Receivables Investment Base and the Purchased Interest shall not exceed 100%Loan Investment Base; and (ivd) the Facility Purchase Termination Date has not occurred.. ARTICLE VI

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Receivable Interest (including the initial Purchaseother than pursuant to Section 2.1) and each reinvestment Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to the date of such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group all Monthly Reports as and related reserves after such subsequent purchasewhen due under Section 6.5; and (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained set forth in Exhibit Article III to this Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes would constitute a Termination Event or an Unmatured Termination Event;Potential Servicer Default; and (iii) the Aggregate Investment Liquidity Termination Date shall not have occurred, the aggregate Capital of all Receivable Interests does not exceed the Purchase Limit, Limit and the Purchased Interest shall aggregate Receivable Interests do not exceed 100%; and and (ivc) the Facility Termination Date has not occurredAgent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment Servicer Report with respect to each Purchaser Group the immediately preceding Fiscal Month, dated within 30 days prior to the date of such purchase together with a listing by Obligor of all Receivables and related reserves after such subsequent purchase; andadditional information as may reasonably be requested by the Agent; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 EXHIBIT III to this Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) in the Aggregate Investment case of purchases only, no event of the type described in CLAUSE(e)(i) or (ii) of EXHIBIT V has occurred and is continuing; PROVIDED, HOWEVER, that an Unmatured Termination Event of the type described in PARAGRAPH (e)(ii) of EXHIBIT V shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%be a condition precedent to reinvestment; and (ivc) the Facility Termination Date has not occurred.Agent shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Weekly Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment Capital, after giving effect to any such Purchase or reinvestment shall not exceed be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 or VI to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) after giving effect to such purchase proposed hereby, the Aggregate Investment shall Purchased Interest will not exceed 100% and the Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has shall not have occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchasePurchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchasePurchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchasePurchase; and (b) on the date of such purchase Purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase 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 purchase Purchase or reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was 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 from such purchase or reinvestmentPurchase, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment Capital, after giving effect to any such Purchase or reinvestment shall not exceed be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment and a completed purchase notice in the form of ANNEX B (a "Purchase Notice") with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 EXHIBIT III to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date except to the extent it specifically related to a prior date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.. EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;; and (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment Seller Report with respect to each Purchaser Group the immediately preceding calendar month, dated within three (3) Business Days prior to the date of such purchase and related reserves after such subsequent purchase; andadditional information as may reasonably be requested by the Administrator including, without limitation, a listing of Obligors and their respective portions of the Pool Receivables at any time; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Parent 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured that would constitute a Termination Event; (iii) Event but for the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%requirement that notice be given or time elapse or both; and (ivc) the Facility Termination Date has not occurred.Administrator shall have received such other approvals, opinions or documents as it may reasonably request. EXHIBIT III

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchasePurchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchasePurchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchasePurchase; and and (b) on the date of such purchase Purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase 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 purchase Purchase or reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was 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 from such purchase or reinvestmentPurchase, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment Capital, after giving effect to any such Purchase or reinvestment shall not exceed be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to CLAUSE (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves after such subsequent purchase; and; (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 ExhibitIII to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; ; PROVIDED, HOWEVER, that the existence of an Unmatured Termination Event (iiiother than an Unmatured Termination Event of the type described in clause (i) of Exhibit V to the Aggregate Investment Agreement or resulting from the failure of the Seller or the Servicer to deliver any Information Package when due) shall not prohibit any reinvestment or purchase on any day that does not cause the Capital, after giving effect to such reinvestment or purchase, to exceed the Purchase Limit, and Capital as of the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.opening of business on such day. RECEIVABLES PURCHASE AGREEMENT Exhibit II-6 EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchasePurchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchasePurchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchasePurchase; and (b) on the date of such purchase Purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase Purchase 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 purchase Purchase or reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was 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 from such purchase or reinvestmentPurchase, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment Capital, after giving effect to any such Purchase or reinvestment shall not exceed be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 or VI to this the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to clause (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):): 44 (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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and; (iv) solely in the Facility case of any purchase (but not reinvestment), no Default Event or Unmatured Termination Date has not occurred.Event shall have occurred or be continuing. 45 EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such each Purchaser Agent, a completed pro forma the most recent Information Package to reflect the level of Investment with respect to each Purchaser Group the Aggregate Capital and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation date except for representations and warranty relates solely warranties which apply as to an earlier date, date (in which case such representation representations and warranty was 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 from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment Capital, after giving effect to any such Purchase or reinvestment shall not exceed be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Receivable Interest (including the initial Purchaseother than pursuant to SECTION 2.1) and each reinvestment Reinvestment shall be subject to the further conditions precedent that: (a) in the case of each such purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to the date of such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group all Weekly Reports and related reserves after such subsequent purchase; andMonthly Reports as and when due under SECTION 6.5; (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true both before and after giving effect to such purchase or Reinvestment (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained set forth in Exhibit III to this Agreement SECTION 3.1 are true and correct in all material respects on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes would constitute a Termination Event or an Unmatured Termination Event;Potential Servicer Default; and (iii) the Aggregate Investment Liquidity Termination Date shall not have occurred, the aggregate Capital of all Receivable Interests shall not exceed the Purchase Limit, Limit and the Purchased Interest aggregate Receivable Interests shall not exceed 100%; and (ivc) the Facility Termination Date has not occurredAgent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) purchase and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves and the calculation of the Purchased Interest after such subsequent purchasepurchase and a completed Purchase Notice in the form of Annex B; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided date (except to the extent that if such representation representations and warranty relates solely warranties relate expressly to an earlier date, and in which case such representation representations and warranty was warranties shall be true and correct in all material respects as of such earlier date); (ii) (A) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event;Event or (B) such an event has occurred and is continuing but the Administrator has received written notice of such event and has not notified the Seller and the Servicer to cease making reinvestments. (iii) after giving effect to such purchase proposed hereby, the Aggregate Investment shall Purchased Interest will not exceed 100% and the Capital does not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has shall not have occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase (except as to CLAUSE (a), including the initial Purchasepurchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser AgentAdministrator, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group Capital and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date;and (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; ; PROVIDED, HOWEVER, that the existence of an Unmatured Termination Event (iiiother than an Unmatured Termination Event of the type described in clause (i) of Exhibit V to the Aggregate Investment Agreement or resulting from the failure of the Seller or the Servicer to deliver any Information Package when due) shall not prohibit any reinvestment or purchase on any day that does not cause the Capital, after giving effect to such reinvestment or purchase, to exceed the Purchase Limit, and Capital as of the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.opening of business on such day . 50 EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates II-1 solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.EXHIBIT III REPRESENTATIONS AND WARRANTIES

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Receivable Interest (including the initial Purchaseother than pursuant to Section 2.1) and each reinvestment Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to the date of such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group all Monthly Reports as and related reserves after such subsequent purchasewhen due under Section 6.5; and (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained set forth in Exhibit Article III to this Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Termination Event, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes would constitute a Termination Event or an Unmatured Potential Termination Event;; and (iii) the Aggregate Investment Liquidity Termination Date shall not have occurred, the aggregate Capital of all Receivable Interests does not exceed the Purchase Limit, Limit and the Purchased Interest shall aggregate Receivable Interests do not exceed 100%; and and (ivc) the Facility Termination Date has not occurredAgent shall have received such other approvals, opinions or documents as it may reasonably request.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment shall be subject to the further conditions precedent that: (a) in the case of each purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group and related reserves after such subsequent purchase; and (b) on the date of such purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such purchase 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 purchase or reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; (iii) the Aggregate Investment shall not exceed the Purchase Limit, and the Purchased Interest shall not exceed 100%; and (iv) the Facility Termination Date has not occurred.

Conditions Precedent to All Purchases and Reinvestments. Each Purchase purchase of a Receivable Interest (including the initial Purchaseother than pursuant to Section 2.1) and each reinvestment Reinvestment shall be subject to the further conditions precedent that: that (a) in the case of each such purchase, the Servicer shall have delivered to the Administrator and each Purchaser Agent on or before prior to the date of such purchase, in form and substance satisfactory to the Administrator and such Purchaser Agent, a completed pro forma Information Package to reflect the level of Investment with respect to each Purchaser Group all Monthly Reports as and related reserves after such subsequent purchasewhen due under Section 6.5; and (b) on the date of each such purchase or reinvestment Reinvestment, the following statements shall be true (and acceptance of the proceeds of such purchase or reinvestment Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties contained set forth in Exhibit Article III to this Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment Reinvestment as though made on and as of such date; provided that if such representation and warranty relates solely to an earlier date, such representation and warranty was true and correct in all material respects as of such earlier date; (ii) no event has occurred, or would result from such purchase or Reinvestment, that will constitute a Servicer Default, and no event has occurred and is continuing, or would result from such purchase or reinvestmentReinvestment, that constitutes would constitute a Termination Event or an Unmatured Termination Event;Potential Servicer Default; and (iii) the Aggregate Investment Liquidity Termination Date shall not have occurred, the aggregate Capital of all Receivable Interests does not exceed the Purchase Limit, Limit and the Purchased Interest shall aggregate Receivable Interests do not exceed 100%xx%; and and (ivc) the Facility Termination Date has not occurredAgent shall have received such other approvals, opinions or documents as it may reasonably request.