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

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase Purchase (including the initial Purchase) hereunder and the right of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment the Collection Agent to reinvest in Pool Receivables those Collections attributable to an Eligible Asset pursuant to Sections 2.05 or 2.06 shall be subject to the further conditions precedent that (a) in the case of each with respect to any such purchasePurchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchasePurchase, the Collection Agent shall have delivered to the Agent, in form and substance satisfactory to the Agent, a completed Investor Report, dated within 20 days prior to the date of such Purchase and, upon the request of the Agent, a listing by Obligor of all Periodic Reports, including, without limitation, Pool Receivables and such additional information as may be reasonably requested by the most recent Periodic Report as and when due under Section 8.5Agent, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, reinvestment the following statements shall be true (and acceptance the Seller by accepting the amount of such Purchase or by receiving the proceeds of any of the foregoing such reinvestment shall be deemed a representation and warranty by Seller that such statements are then trueto have certified that):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Weekly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report report showing the amount of Eligible ReceivablesReceivables only; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Administrator and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s request, the Servicers Servicer shall have delivered to the Administrator and each Purchaser Agent at least three one (31) days Business Day prior to such purchase or Reinvestment Purchase an interim Monthly Report showing settlement report in substantially the amount form of Eligible ReceivablesExhibit XIV; (b) the Facility Termination Date shall not have occurred; (c) the Administrator and each Purchaser Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to the Asset Purchase Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchase, in form and substance satisfactory to the Administrative Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the Administrative Agent’s request, the Servicers Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Administrator and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Administrator and each Purchaser Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the Administrator’s or any Purchaser Agent’s request, the Servicers Servicer shall have delivered to the Administrator and each Purchaser Agent at least three one (31) days Business Day prior to such purchase or Reinvestment Purchase an interim Monthly Report showing settlement report in substantially the amount form of Eligible ReceivablesExhibit XI; (b) the Facility Termination Date shall not have occurred; (c) the Administrator and each Purchaser Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each purchase, the Servicer shall have delivered to the Agent at least one Business Day prior to such purchase, issuance in form and substance satisfactory to the Agent, a completed Seller Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) and demonstrating that after giving effect to such purchase no Event of Termination or Reinvestment: Incipient Event of Termination under Section 7.01(i) would occur, (ib) in the Servicers case of each reinvestment, the Servicer shall have delivered to the Agent on or prior to the date of such purchasereinvestment, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, a completed Seller Report containing information covering the most recent Periodic Report as and when due under recently ended reporting period for which information is required pursuant to Section 8.56.02(g), and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit purchase or Reinvestment, reinvestment the following statements shall be true (and acceptance of the proceeds of any of the foregoing such purchase or reinvestment shall be deemed a representation and warranty by the Seller and the Servicer (each as to itself) that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase Incremental Purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) , the Servicers Servicer shall have delivered to the Agent Managing Agents on or prior to the date of such purchaseIncremental Purchase or Reinvestment, in form and substance satisfactory to the AgentManaging Agents, (i) all Periodic Reports, including, without limitation, the most recent Periodic Report Reports and other reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Managing Agent’s request, the Servicers Servicer shall have delivered to the Agent Managing Agents at least three (3) days Business Days prior to such purchase any Incremental Purchase or Reinvestment an interim report the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (ia) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchaseIncremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the Agent, all Periodic Monthly Reports, including, without limitation, the most recent Periodic Report Weekly Reports and Interim Monthly Reports as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser InterestIncremental Purchase, each Reinvestment and each issuance of a any Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, Purchase and each such issuance or Reinvestmentof any Letter of Credit: (i) the Servicers Servicer shall have delivered to the Agent Administrator on or prior to the date of such purchasePurchase, in form and substance satisfactory to the AgentAdministrator, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Collateral Certificates as and when due under Section 8.5, 8.5 and (ii) upon the AgentAdministrator’s request, the Servicers Servicer shall have delivered to the Agent Administrator at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent Administrator shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase, Reinvestment or issuance shall be deemed a representation and warranty by the Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Weekly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report report showing the amount of Eligible ReceivablesReceivables only; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent and each Purchaser Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, and (ii) upon the Agent’s or any Purchaser Agent’s request, the Servicers Servicer shall have delivered to the Agent and each Purchaser Agent at least three one (31) days Business Day prior to such purchase or Reinvestment Purchase an interim Monthly Report showing settlement report in substantially the amount form of Eligible ReceivablesExhibit XI; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Interim Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Administrative Agent and the Agents, on or prior to the date of such purchase, in form and substance satisfactory to the AgentAdministrative Agent and the Agents, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Interim Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s requestrequest of the Administrative Agent any of the Agents, the Servicers Servicer shall have delivered to the Administrative Agent and each of the Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent and each Purchaser Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent and each Purchaser Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Purchaser Agent’s request, the Servicers Servicer shall have delivered to the Agent and each Purchaser Agent at least three one (31) days Business Day prior to such purchase or Reinvestment Purchase an interim Monthly Report showing settlement report in substantially the amount form of Eligible ReceivablesExhibit XI; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Purchaser Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (ia) the Servicers Servicer or the Sub-Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer or the Sub-Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Administrative Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Administrative Agent’s 's request, the Servicers Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent shall have received no later than 30 days after the date hereof executed Blocked Account Agreements with each Blocked Account Bank and such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent Co-Agents on or prior to the date of such purchase, in form and substance satisfactory to each of the AgentCo-Agents, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the either Co-Agent’s 's reasonable request, the Servicers Servicer shall have delivered to the Agent Co-Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three (3) days Business Days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report or Weekly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (ba)(b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's reasonable request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of Interest (other than pursuant to a Letter of Credit Liquidity Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Collateral Agent on or prior to the date of such purchase, in form and substance satisfactory to the Collateral Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Weekly Reports as and when due under Section 8.5, SECTION 8.5 and (ii) upon the Collateral Agent’s 's reasonable request, the Servicers Servicer shall have delivered to the Collateral Agent and the Managing Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Collateral Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent and the PurchasersManaging Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Purchaser’sManaging Agent’s reasonable request, the Servicers Servicer shall have delivered to the Agent and the PurchasersManaging Agents at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, Weekly Report or Daily Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the each PurchaserManaging Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent Administrator on or prior to the date of such purchasePurchase, in form and substance satisfactory to the AgentAdministrator, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Collateral Certificates as and when due under Section 8.5, 8.5 and (ii) upon the AgentAdministrator’s request, the Servicers Servicer shall have delivered to the Agent Administrator at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent Administrator shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any such Incremental Purchase or Reinvestmentany of the foregoing shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; provided that the Agent has requested such opinions or documents (i) pursuant to Section 7.2(a) or (ii) in connection with a change in law which the Agent determines in its reasonable business judgment to have an adverse effect on the interests of the Purchasers hereunder; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and ------------ each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered ---------- to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent and the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Managing Agent’s reasonable request, the Servicers Servicer shall have delivered to the Agent and the Managing Agents at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, Weekly Report or Daily Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of Interest (other than pursuant to a Letter of Credit Liquidity Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (ia) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when Collateral Reports due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it the Agent may have requested in accordance with the terms of this Agreement or any other Transaction Document or as the Agent may reasonably request in light of any event, circumstance or condition arising or occurring after the date of this Agreement which could reasonably be expected to have a Material Adverse Effect and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchaseIncremental Purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent and the Managing Agents on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Managing Agent’s reasonable request, the Servicers Servicer shall have delivered to the Agent and the Managing Agents at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Reportor,Weekly Report or Daily Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the theeach Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent and the Purchasers on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s or any Purchaser’s reasonable request, the Servicers Servicer shall have delivered to the Agent and the Purchasers at least three (3) days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report, Weekly Report or Daily Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent each Purchaser shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s 's request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent Co-Agents on or prior to the date of such purchase, in form and substance satisfactory to each of the AgentCo-Agents, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the either Co-Agent’s reasonable request, the Servicers Servicer shall have delivered to the Agent Co-Agents at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent Agents shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each ------------------------------------------------------- purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each ------------ Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered ----------- to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) neither the Facility Amortization Date nor the Liquidity Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Master Servicer shall have delivered to the Agent and each Funding Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent and each Funding Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the request of the Agent or any Funding Agent’s request, the Servicers Master Servicer shall have delivered to the Agent and each Funding Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Funding Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Weekly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three two (32) days prior to such purchase or Reinvestment an interim Monthly Weekly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request as are customary in similar transactions in order to protect the interests of Agent and the Purchasers under or as contemplated in the Transaction Documents and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent Purchasers on or prior to the date of such purchase, in form and substance satisfactory to each of the AgentPurchasers, all Periodic Reports, including, without limitation, the most recent Periodic Report Receivables Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agentany Purchaser’s reasonable request, the Servicers Servicer shall have delivered to the Agent Purchasers at least three (3) days prior to such purchase or Reinvestment an interim Monthly Receivables Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent and the Purchasers shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s 's request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days Business Days prior to such purchase or Reinvestment an interim report in the form of a Monthly Report Report, showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 12.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Weekly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers i)the Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports and Interim Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (ia) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchaseIncremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the Table of Contents Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.58.5 and, and (ii) upon the Agent’s request, the Servicers Servicer shall have delivered to the Agent at least three five (35) days prior to such purchase Incremental Purchase or Reinvestment an interim Interim Monthly Report showing the amount of Eligible ReceivablesReport; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of Interest (other than pursuant to a Letter of Credit Funding Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; provided that the Agent has requested such opinions or documents (i) pursuant to Section 7.2(a) or (ii) in connection with a change in law which the Agent determines in its reasonable business judgment to have an adverse effect on the interests of the Purchasers hereunder; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase ------------------------------------------------------- Incremental Purchase of a Purchaser Interest, issuance of a Letter of Credit Receivable Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent Co-Agents on or prior to the date of such purchase, in form and substance satisfactory to each of the AgentCo-Agents, all Periodic Reports, including, without limitation, the most recent Periodic Report Settlement Reports or Interim Settlement Reports as and when due under Section 8.5, 8.5 and (ii) upon the either Co-Agent’s 's request, the Servicers Servicer shall have delivered to the Agent Co-Agents at least three (3) days prior to such purchase Incremental Purchase or Reinvestment an interim Monthly Settlement Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent Agents shall have received such other approvals, opinions or documents as it any of them may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or ReinvestmentReinvestment and after giving effect thereto, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (ia) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of Interest (other than pursuant to a Letter of Credit Liquidity Agreement) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance reasonably satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three two (32) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent and Scotia on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent and Scotia at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report report showing the amount of Eligible ReceivablesReceivables only; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (ba) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase Incremental Purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance Incremental Purchase or Reinvestment: (i) , the Servicers Servicer shall have delivered to the Agent Managing Agents on or prior to the date of such purchaseIncremental Purchase or Reinvestment, in form and substance satisfactory to the AgentManaging Agents, (i) all Periodic Monthly Reports, including, without limitation, the most recent Periodic Report Mid-Month Reports and other reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's or any Managing Agent's request, the Servicers Servicer shall have delivered to the Agent Managing Agents at least three (3) days Business Days prior to such purchase any Incremental Purchase or Reinvestment an interim report the form of a Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent and each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request request; and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest hereunder and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s request's request after the occurrence of an Amortization Event, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit (including the initial purchase) and each Reinvestment reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers Parent Servicer shall have delivered to the Operating Agent all completed Seller Reports required to have been delivered pursuant to Section 6.02(g) on or before such date and demonstrating that after giving effect to such purchase no Event of Termination or Incipient Event of Termination under Section 7.01 (h) would occur, (b) in the case of each reinvestment, the Parent Servicer shall have delivered to the Operating Agent on or prior to the date of such purchasereinvestment, in form and substance satisfactory to the Operating Agent, all Periodic ReportsSeller Reports required to have been delivered pursuant to Section 6.02(g) on or before such date, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit purchase or Reinvestment, reinvestment the following statements shall be true (and acceptance of the proceeds of any of the foregoing such purchase or reinvestment shall be deemed a representation and warranty by the Seller and each Servicer (each as to itself) that such statements are statement is then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or ReinvestmentPurchase: (i) the Servicers Master Servicer shall have delivered to the Administrative Agent on or prior to the date of such purchasePurchase, in form and substance satisfactory to the Administrative Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, SECTION 8.5 and (ii) upon the Administrative Agent’s 's request, the Servicers Master Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such purchase or Reinvestment Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request and (dc) on the date of each such Incremental Purchase, issuance of a Letter of Credit or ReinvestmentPurchase Date, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest and each Reinvestment shall be subject to the further conditions precedent that (ac) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report as and when due under Section 8.5, and (ii) upon the Agent’s request, the Servicers shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (bd) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each ------------------------------------------------------- purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Master Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Master Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and ------------ each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance purchase or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchase, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, 8.5 and (ii) upon the Agent’s 's request, the Servicers Servicer shall have delivered ----------- to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (b) neither the Facility Amortization Date nor the Liquidity Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase, issuance of a Letter of Credit purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

Conditions Precedent to All Purchases and Reinvestments. Each purchase of a Purchaser Interest, issuance of a Letter of Credit Interest (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such purchase, issuance or Reinvestment: (i) the Servicers Servicer shall have delivered to the Agent on or prior to the date of such purchasepurchase or Reinvestment, in form and substance satisfactory to the Agent, all Periodic Reports, including, without limitation, the most recent Periodic Report Monthly Reports as and when due under Section 8.5, and ; (iib) upon the Agent’s 's request, the Servicers Servicer shall have delivered to the Agent at least three (3) days prior to such purchase or Reinvestment an interim Monthly Report showing the amount of Eligible Receivables; (bc) the Facility Termination Date shall not have occurred; (cd) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (de) on the date of each such Incremental Purchase, issuance of a Letter of Credit Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of any of the foregoing such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):