Common use of Conditions Precedent to All Investments Clause in Contracts

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), ) shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event has occurred and is continuing, and no Event of Termination or Termination, Non-Reinvestment Event, Unmatured Event of Termination or Unmatured Non-Reinvestment Event would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment;; and (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Monthly Reports and Weekly Reports (if applicable) required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iviii), shall be satisfied; (d) the most recently delivered Monthly Report does not show that a Capital Coverage Deficit will result from such Investment; (e) the most recently delivered Weekly Report (if any) does not show that a Capital Coverage Deficit will result from such Investment; and (f) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist immediately after giving effect to such Investment; (iv) the Aggregate Capital does not exceed the Facility Limit; (v) the Termination Date has not occurred; and (vvi) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such timeno Notice Event has occurred.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages and Interim Reports, if any, required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), iviii) shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such InvestmentInvestment based on the data provided as of the most recent Information Package or Interim Report required to be delivered under this Agreement by the Administrative Agent (provided that Seller may elect to provide a more recent Interim Report which the Administrative Agent may rely on in its sole discretion in determining whether this clause (iii) is satisfied); (iv) the Termination Date has aggregate outstanding Capital of each Purchaser will not occurred; and (v) exceed its Commitment after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.;

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Monthly Reports and Interim Reports required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), iii) shall be satisfied; (d) the most recently delivered Settlement Report does not show that a Capital Coverage Deficit will result from such Investment; and (e) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; ; (ii) no Amortization Event of Termination or Unmatured Potential Amortization Event of Termination has occurred and is continuing, and no Amortization Event of Termination or Unmatured Potential Amortization Event of Termination would result from such Investment; ; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; ; and (iv) the Facility Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); ; (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Pool Reports required to be delivered hereunder; ; (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; ; (ii) no Event of Termination Default or Unmatured Event of Termination Potential Default has occurred and is continuing, and no Event of Termination Default or Unmatured Event of Termination Potential Default would result from such Investment; ; (iii) no Capital Coverage Amount Deficit exists or would exist after giving effect to such Investment; ; (iv) immediately after giving effect to such Investment, no Purchaser’s aggregate outstanding Capital will exceed such Purchaser’s Commitment; (v) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages and Interim Reports, if any, required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), iii) shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such InvestmentInvestment based on the data provided as of the most recent Information Package or Interim Report required to be delivered under this Agreement by the Administrative Agent (provided that Seller may elect to provide a more recent Interim Report which the Administrative Agent may rely on in its sole discretion in determining whether this clause (iii) is satisfied); (iv) the Termination Date has aggregate outstanding Capital of each Purchaser will not occurred; and (v) exceed its Commitment after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of ; (av) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the no Capital Coverage Amount at Deficit exists or would exist after giving effect to such time.Investment; and

Conditions Precedent to All Investments. Each Investment hereunder (including the initial Investment on or after the Closing Date Initial Investment Date) shall be subject to the conditions precedent that: that (ai) the Seller Closing Date shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investmentoccurred, in accordance with Section 2.02(a); (bii) the Servicer Initial Investment Date shall have delivered to the Administrative Agent occurred, and each Group Agent all Information Packages required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (diii) on the date of such Investment Investment, as the case may be, the following statements shall be true and correct (and upon the occurrence SPV by accepting the amount of such Investment, the Seller and the Servicer Investment shall be deemed to have represented and warranted that such statements are then true and correctcertified that): (ia) the The representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 Section 4.1 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such those representations and warranties qualified by their terms refer materiality or by reference to an earlier datea material adverse effect, in which case they shall be are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date;day as though made on and as of such day and shall be deemed to have been made on such day (unless such representations and warranties specifically refer to a previous day, in which case, they shall be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of such previous day); provided that no such representation, warranty, or certification hereunder shall be deemed to be incorrect or violated to the extent any affected Receivable is subject to a Deemed Collection and all required amounts with respect to which have been deposited into a Blocked Account or transferred to the Agent. (iib) Each Managing Agent shall have received an Investment Request, appropriately completed, within the time period required by Section 2.3. (c) The Agent and each Managing Agent shall have received a Servicer Report dated no more than 30 days prior to the proposed Investment Date, and the information set forth therein shall be true, complete and correct in all material respects. (d) No Termination Event of or Potential Termination or Unmatured Event of Termination has occurred and is continuingcontinuing and (A) the amount of such Investment will not exceed the amount available therefor under Section 2.2 and, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect thereto, (B) the sum of the Aggregate Net Investment and the Required Reserves will not exceed the Net Pool Balance, and (C) the sum of the Net Investment and the product of the Canadian Share and the Required Reserve, will not exceed the product of the Canadian Share and the Net Pool Balance, each as determined based on the most recently received Servicer Report delivered on or prior to such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such timeInvestment Date.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Monthly Reports and Weekly Reports required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iviii), shall be satisfied; (d) each of the Post-Closing Canada Conditions shall have been satisfied; (e) each of the Post-Closing U.S. Conditions shall have been satisfied; (f) the most recently delivered Weekly Report (if any) does not show that a Capital Coverage Deficit will result from such Investment; and (g) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Termination Date has Aggregate Capital does not occurredexceed the Facility Limit; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such timeTermination Date has not occurred.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Pool Reports required to be delivered hereunder;hereunder with respect thereto on or prior to the date of such Investment, and, for the avoidance of doubt with respect to the initial Investment, the Servicer shall deliver to the Administrative Agent a Monthly Report not later than two (2) Business Days prior to such initial Investment; and (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination Default or Unmatured Event of Termination Potential Default has occurred and is continuingcontinuing on such date, and no Event of Termination Default or Unmatured Event of Termination Potential Default would result from such Investment; (iii) no Capital Coverage Amount Deficit exists on such date or would exist after giving effect to such Investment; 127256974\V-8 (iv) immediately after giving effect to such Investment on such date, no Purchaser’s aggregate outstanding Capital at such time will exceed such Purchaser’s Commitment at such time; (ivv) the Termination Date has not occurred; and; (vvi) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and equals or exceeds the Minimum Funding Threshold at such time; and (bvii) the aggregate Outstanding Balance of all Sold Receivables after giving effect to such Investment on such date does not exceed the Aggregate Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Monthly Reports and Interim Reports required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iviii), shall be satisfied; (d) the most recently delivered Settlement Report does not show that a Capital Coverage Deficit will result from such Investment; and (e) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Amortization Event of Termination or Unmatured Potential Amortization Event of Termination has occurred and is continuing, and no Amortization Event of Termination or Unmatured Potential Amortization Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment;; and (iv) the Facility Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent Purchaser the latest Daily Report and each Group Agent all Information Packages latest Monthly Report required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (ivii), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment;; and (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); ; (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; ; (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; ; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Restatement Date shall be subject to the conditions precedent that: (a) the a Seller shall have has delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages and Purchase Reports required to be delivered hereunderhereunder and under the Purchase and Sale Agreements; (c) the conditions precedent restrictions with respect to such Investment specified in Section 2.01(i) through (iv), ) shall not be satisfiedviolated; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the each Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the each Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Aggregate Capital does not exceed the Facility Limit; and (v) the Termination Date has not occurred; and (ve) after giving effect to the Sellers shall have paid in full all fees and expenses due and payable by them through the date of such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal Investment to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) Purchaser Parties in accordance with the terms of the Facility Limit at such time and (b) the Capital Coverage Amount at such timeTransaction Documents.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages Pool Reports required to be delivered hereunder;; and (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except unless such representations that are qualified by materialityrepresentation and warranty contains a materiality qualification, in which case such representation and warranty shall be true and correct in all respectsas made) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except unless such representations that are qualified by materialityrepresentation and warranty contains a materiality qualification, in which case such representation and warranty shall be true and correct in all respectsas made) on and as of such earlier date; (ii) no Event of Termination Default or Unmatured Event of Termination Default has occurred and is continuing, and no Event of Termination Default or Unmatured Event of Termination Default would result from such Investment; (iii) no Capital Coverage Amount Deficit exists or would exist after giving effect to such Investment; (iv) immediately after giving effect to such Investment, no Purchaser’s aggregate outstanding Capital will exceed such Purchaser’s Commitment; (v) the Termination Date has not occurred; and; (vvi) immediately after giving effect to such Investment, the Aggregate Capital shall be equal to equals or greater than an amount that is equal to exceeds the lesser of Minimum Funding Threshold; and (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (bvii) the Capital Coverage Amount at such timeaggregate Outstanding Balance of all Sold Receivables does not exceed the Aggregate Capital.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Pool Reports required to be delivered hereunder;; and (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination Default or Unmatured Event of Termination Potential Default has occurred and is continuing, and no Event of Termination Default or Unmatured Event of Termination Potential Default would result from upon giving effect to such Investment; (iii) no Capital Coverage Amount Deficit exists or would exist after upon giving effect to such Investment; (iv) the Termination Date has not occurred; and (v) immediately after giving effect to such Investment, no Purchaser’s aggregate outstanding Capital will exceed such Purchaser’s Commitment; (v) the Termination Date has not occurred; (vi) the Aggregate Capital shall be equal to equals or greater than an amount that is equal to exceeds the lesser of Minimum Funding Threshold; and (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (bvii) the Capital Coverage Amount at such timeaggregate Outstanding Balance of all Sold Receivables does not exceed the Aggregate Capital.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the further conditions precedent that: that (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Purchasers on or prior to the date of such Investment, in form satisfactory to the Administrative Agent Agent, all Settlement Reports as and each Group Agent all Information Packages required to be delivered hereunder; when due under Section 6.6; (b) the Facility Termination Date shall not have occurred; (c) the conditions precedent to Administrative Agent and the Purchasers shall have received such Investment specified in Section 2.01(i) through (iv)other approvals, opinions or documents as it may reasonably request, it being understood that no such opinions shall be satisfied; requested unless there has been a change in law or circumstance; and (d) on the date of such applicable Investment Date, the following statements shall be true and correct (and upon acceptance of the occurrence proceeds of such Investment, the Seller and the Servicer Investment shall be deemed to have represented a representation and warranted warranty by the Seller that such statements are then true and correcttrue): (i) the representations and warranties of the Seller and the Servicer contained set forth in Sections 7.01 and 7.02 Article III are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless date, except to the extent such representations and warranties by their terms refer expressly relate to an earlier date, in which case they such representations and warranties shall be remain true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination event has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment;, that will constitute an Amortization Event or a Potential Amortization Event; and (iii) no Capital Coverage Deficit Investment Excess exists or would exist after giving effect to will result from such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Master Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages Monthly Reports and Weekly Reports required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iviii), shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Master Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Master Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, no breach or default has occurred and is continuing under (x) the Aggregate Capital shall be equal to Ortho Credit Agreement or greater than an amount (y) any other Debt that is equal to owed (or guaranteed) by any Ortho Party that is outstanding in a principal amount of at least $75,000,000 in the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such timeaggregate.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages and Interim Reports, if any, required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), iii) shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment based on the data provided as of the most recent Information Package or Interim Report required to be delivered under this Agreement by the Administrative Agent (provided that Seller may elect to provide a more recent Interim Report which the Administrative Agent may rely on in its sole discretion in determining whether this clause (iii) is satisfied); (iv) the aggregate outstanding Capital of each Purchaser will not exceed its Commitment after giving effect to such Investment; (ivv) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; and (vi) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: (a) the Seller shall have delivered to the Administrative Agent and each Group Agent Purchaser an Investment Request for such Investment, in accordance with Section 2.02(a); (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent Purchaser all Information Packages and Interim Reports, if any, required to be delivered hereunder; (c) the conditions precedent to such Investment specified in Section 2.01(i2.01(a)(i) through (iv), ) shall be satisfied; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 6.01 and 7.02 6.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such InvestmentInvestment based on the data provided as of the most recent Information Package or Interim Report required to be delivered under this Agreement by the Administrative Agent (provided that Seller may elect to provide a more recent Interim Report which the Administrative Agent may rely on in its sole discretion in determining whether this clause (iii) is satisfied); (iv) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; and (v) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.

Conditions Precedent to All Investments. Each Investment hereunder on or after the Closing Date shall be subject to the conditions precedent that: : (a) the Seller shall have delivered to the Administrative Agent and each Group Agent an Investment Request for such Investment, in accordance with Section 2.02(a); ; (b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packages required to be delivered hereunder; ; (c) the conditions precedent to such Investment specified in Section 2.01(i) through (iv), shall be satisfied; ; (d) on the date of such Investment the following statements shall be true and correct (and upon the occurrence of such Investment, the Seller and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct): ): (i) the representations and warranties of the Seller and the Servicer contained in Sections 7.01 and 7.02 are true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of the date of such Investment as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects (except such representations that are qualified by materiality, which shall be correct in all respects) on and as of such earlier date; ; (ii) no Event of Termination or Unmatured Event of Termination has occurred and is continuing, and no Event of Termination or Unmatured Event of Termination would result from such Investment; (iii) no Capital Coverage Deficit exists or would exist after giving effect to such Investment; (iv) the Termination Date has not occurred; and (v) after giving effect to such Investment, the Aggregate Capital shall be equal to or greater than an amount that is equal to the lesser of (a) sixty-six and sixty-seven hundredths percent (66.67%) of the Facility Limit at such time and (b) the Capital Coverage Amount at such time.of