Common use of Collateral Reporting Clause in Contracts

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall or any Lender may request, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance satisfactory to the Administrative Agent, Paying Agent and each Lender. Each Borrowing Base Certificate delivered to the Administrative Agent and each Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and each Lender that each Eligible Receivable Lease included therein satisfies the Eligibility Criteriaas an “Eligible Lease” is, in fact, an Eligible Lease. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Lender as to the authenticity thereof. The Administrative Agent shall have the right but not the obligation to review and adjust any Borrowing Base to correct any errors in calculations of thereto, provided, that prior to making any such adjustment, the Administrative Agent shall provide written notice describing in reasonable detail the error and re-calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only (with supporting documentation) and afford to the extent Company a reasonable opportunity to review such re-calculation and discuss same with the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgent.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault or following a Tier 2 Collateral Performance Trigger, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Agents and the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Funds Release Request or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Funds Release Request, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. On each Credit Date(a) Provide, each Release Date andor cause to be provided, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, a Borrowing Base Certificate (i) on or before the tenth (10th) Business Day of each calendar month for the preceding calendar month-end, (ii) during the continuance of an Availability Triggering Event, on each Wednesday (with respect to the week ending the previous Friday) or any later date approved by the Administrative Agent in its sole discretion, and (iii) if, on any date, the average per unit market value of Eligible Inventory has declined by more than 20% from that reported on the then most recently delivered Borrowing Base Certificate (as reasonably determined by the Administrative Agent or the Borrower), within three Business Days after such date, in each case in form and substance reasonably satisfactory to the Administrative Agent and containing the information identified in Schedule 6.14. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administration Agent, for distribution to the Lenders. Each Without limiting the foregoing, the Borrower may, at or prior to the closing of a Permitted Business Acquisition (but subject to any review of the acquired Borrower’s Eligible Accounts and Eligible Inventory as required by the definitions of such terms), deliver a revised Borrowing Base Certificate delivered showing the Borrowing Base on a Pro Forma Basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The Borrower shall be permitted upon notice of such election to the Administrative Agent shall bear a signed statement by to deliver an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a updated Borrowing Base Certificate shall more frequently than monthly (as specified in each instance constitute a representation and warranty by such notice); provided that in such case, the Borrower to shall, for the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or immediately following 90 days, deliver an updated Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by same frequency as the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base frequency specified in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivablenotice.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent. Each Borrowing Base Certificate delivered to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(d)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, Paying Agent, each Class A Managing Agent and the Administrative Class B Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent, each Class A Managing Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall or any Lender may request, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance satisfactory to the Administrative Agent, Paying Agent and each Lender. Each Borrowing Base Certificate delivered to the Administrative Agent and each Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and each Lender that each Eligible Receivable Lease or Retail Loan included therein satisfies the Eligibility Criteriaas an “Eligible Lease” or “Eligible Retail Loan” is, in fact, an Eligible Lease or Eligible Retail Loan, as applicable. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Lender as to the authenticity thereof. The Administrative Agent shall have the right but not the obligation to review and adjust any Borrowing Base to correct any errors in calculations of thereto, provided, that prior to making any such adjustment, the Administrative Agent shall provide written notice describing in reasonable detail the error and re-calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only (with supporting documentation) and afford to the extent Company a reasonable opportunity to review such re-calculation and discuss same with the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgent.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, upon delivery of each Release Date and, during the continuance of a Default or Event of Default, Funding Notice and at such other times as the Administrative Agent shall requestrequest in its reasonable discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business on the last day of the previous Collection Period), together with a reconciliation to the Administrative Agent, in form and substance satisfactory to the Administrative Agentmost recently delivered Borrowing Base Certificate. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable Administrative Agent that, to the best of its knowledge after due inquiry, no Renewable Loan included therein satisfies is excluded from inclusion in the Borrowing Base by the Eligibility Criteria. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(e) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Renewable Loans or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a EAST\148781874.9 representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an "Eligible Receivable" is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent and the Administrative AgentRequisite Lenders. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Certificate and Borrowing Base Report. Each Borrowing Base Certificate delivered to Administrative Agent and the Administrative Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by Company to Administrative Agent and the Borrower to the Lenders Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and the Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent and the Administrative Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and accordance with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Purchaser shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Commitment Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Commitment Base Certificate and Commitment Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Commitment Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Commitment Base Certificate (other than any Original Commitment Base Certificate to the extent a Replacement Commitment Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an "Eligible Receivable" is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Note funding, or Borrowing a Commitment Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, Borrowing or such Commitment Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Commitment Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Commitment Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustmentAgreement. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsFurther, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and by no later than each Monthly Servicing Report, Reporting Date the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent (which notice may be by electronic mail) of any breach of a schedule setting forth Xxxxx 0 Xxxxxxxxxxx Xxxxxxxx for the applicable Bank Partner Retained Percentage with respect to each ReceivableMonthly Period most recently ended.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault and, in any event, on at least a monthly basis, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Agent and the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included thereinRequired Lenders. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent and the Required Lenders shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent or the Required Lenders, as applicable, is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent and the Required Lenders shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent or the Required Lenders shall deem appropriate in its their commercially reasonable discretiondiscretions, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.. Each certificate or report delivered to the Administrative Agent and or the Lenders pursuant to this Section 5.1(a) shall bear a signed statement by an Authorized Officer of the applicable Credit Party delivering such certificate or report certifying the accuracy and completeness of all information included therein;

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent and Paying Agent. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies the Eligibility Criteriaas an “Eligible Receivable” is, in fact, an Eligible Receivable. In the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or EAST\142259790.4 75 such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In For avoidance of doubt, and without derogation of the Company’s obligations hereunder, in the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine EAST\142645020. 574 the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Date, each Release Interest Payment Date and, during the continuance of a Default or Event of Default, and at such other times as the Administrative Agent shall requestmay reasonably request (but such request not to be made more than one time per calendar month or more frequently as agreed upon between the Company and the Administrative Agent) and with each Funding Notice, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to the Administrative Agentsuch request), in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included thereintherein as of such date. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent as of such date that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(e) is delivered to the Administrative Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement has made a determination in good faith and provides written notice to in the Borrower exercise (from the perspective of any such adjustment. The Administrative Agent shall have the continuing right in its a secured asset-based lender) of commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsbusiness judgment. Further, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with by no later than each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing ReportInterest Payment Date, the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent a schedule setting forth (which notice may be by electronic mail) of the applicable Bank Partner Retained Percentage with respect to each Receivableoccurrence of any Asset Performance Payout Event for the Monthly Period most recently ended.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative AgentAgent and each Class B Revolving Lender. Each Borrowing Base Certificate delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate to the extent a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent, Paying Agent and each Class B Revolving Lender by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent and the Administrative AgentRequisite Lenders. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class 90 B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to Administrative Agent, Paying Agent and the Administrative Class B Agent. Each Borrowing Base Certificate delivered to Administrative Agent, Paying Agent and the Administrative Class B Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent, Paying Agent and each Class B Revolving Lender that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, Paying Agent and the Administrative Class B Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent, Paying Agent and each Class B Revolving Lender as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Revolving Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Revolving Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves 84 LEGAL_US_E # 152147085.3152147085.12 Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustmentAgreement. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amountsFurther, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and by no later than each Monthly Servicing Report, Reporting Date the Borrower Company shall deliver, or cause the Servicer to deliver, provide notice to the Administrative Agent (which notice may be by electronic mail) of any breach of a schedule setting forth Xxxxx 0 Xxxxxxxxxxx Xxxxxxxx for the applicable Bank Partner Retained Percentage with respect to each ReceivableMonthly Period most recently ended.

Collateral Reporting. On each Credit Date, each Release Date and, during the continuance of a Default or Event of DefaultDefault and, in any event, on at least a monthly basis, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Agent and the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included thereinRequired Lenders. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower to the Lenders that each Eligible Receivable included therein satisfies the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent and the Required Lenders shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent or the Required Lenders, as applicable, is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent and the Required Lenders shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent or the Required Lenders shall deem appropriate in its their commercially reasonable discretiondiscretions, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each 70 LEGAL 4873-0998-8490v4881-9719-6460v.143 Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.. Each certificate or report delivered to the Administrative Agent and or the Lenders pursuant to this Section 5.1(a) shall bear a signed statement by an Authorized Officer of the applicable Credit Party delivering such certificate or report certifying the accuracy and completeness of all information included therein;

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by Company to Administrative Agent, the Borrower to the Class B Lenders and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” is, in fact, an Eligible Receivable. For avoidance of doubt, and without derogation of the Eligibility Criteria. In Company’s obligations hereunder, in the event any Funding Notice request for a Revolving Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to Administrative Agent, the Administrative Class B Lenders and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to Administrative Agent, the Administrative Class B Lenders and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, case only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. On each Credit Date, each Release Date, each Reporting Date and, during the continuance of a Default or Event of DefaultDefault or following a Tier 2 Collateral Performance Trigger, at such other times as the Administrative Agent shall request, the theeach Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent, in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the applicable Borrower to the Agents and the Lenders that each Eligible Receivable included therein satisfies the applicable Eligibility Criteria. In the event any Funding Notice or Funds Release Request or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the theany Borrower electronically or otherwise without signature, such Funding Notice, Funds Release Request, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the thesuch Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the thea Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the thesuch Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the applicable Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the theany Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the applicable Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the applicable Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each Receivable.

Collateral Reporting. On Provide, or cause to be provided, to the Administrative Agent, a Borrowing Base Certificate on or before the twentieth (20th) day of each Credit DateFiscal Period, each Release Date andor, during the continuance of a Default an Availability Triggering Event, more frequently (up to weekly) if requested by the Administrative Agent, for the preceding Fiscal Period end (or Event of Defaultsuch shorter period during an Availability Triggering Event), at such other times as in form reasonably satisfactory to the Administrative Agent shall requestand containing the information identified in Schedule 6.14. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administration Agent, for distribution to the Lenders. Without limiting the foregoing, the Borrower shall may, at or prior to the closing of a Permitted Business Acquisition (but subject to any review of the acquired Borrower’s Eligible Accounts and Eligible Inventory as required by the definitions of such terms), deliver a revised Borrowing Base Certificate showing the Borrowing Base on a pro forma basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The Borrower shall be permitted upon notice of such election to the Administrative Agent to deliver an updated Borrowing Base Certificate more frequently than monthly (as specified in such notice), provided that in such case, the Borrower shall, for the immediately following 90 days, deliver an updated Borrowing Base Certificate with the same frequency as the frequency specified in such notice. If on the Closing Date the Borrowing Base is calculated pursuant to the final paragraph of the “Borrowing Base” definition (as a result of the Borrower having not, at or prior to the Closing Date, delivered both an inventory appraisal from an Acceptable Appraiser and field examination reasonably satisfactory in form and substance to the Administrative Agent), the Borrower agrees to use commercially reasonable efforts to deliver both a customary inventory appraisal from an Acceptable Appraiser and a customary field examination reasonably satisfactory in form and substance satisfactory to the Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by the Borrower on or prior to the Lenders that each Eligible Receivable included therein satisfies day which is 90 days after the Eligibility Criteria. In the event any Funding Notice or Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a) is delivered to the Administrative Agent by the Borrower electronically or otherwise without signature, such Funding Notice, Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableClosing Date.

Collateral Reporting. (i) On each Credit Monthly Reporting Date, with each Release Date andFunding Notice, during the continuance of a Default or Event of Default, and at such other times as the Administrative any Agent or Lender shall requestrequest in its Permitted Discretion, the Borrower shall deliver a Borrowing Base Certificate (calculated as of the close of business of the previous Monthly Period or as of a date no later than three (3) Business Days prior to such request), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Certificate and Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Certificate and Borrowing Base Report. Each Borrowing Base Certificate delivered to the Administrative Agent and Paying Agent shall bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included therein. The execution and delivery of a Borrowing Base Certificate (other than any Original Borrowing Base Certificate if a Replacement Borrowing Base Certificate has been delivered in substitute thereof in accordance with Section 2.1(c)(ii)) shall in each instance constitute a representation and warranty by the Borrower Company to the Lenders Administrative Agent and Paying Agent that each Eligible Receivable included therein satisfies as an “Eligible Receivable” (other than any Receivable repurchased by Holdings in accordance with the Eligibility CriteriaAsset Purchase Agreement) is, in fact, an Eligible Receivable as of the date thereof. In For avoidance of doubt, and without derogation of the Company’s obligations hereunder, in the event any Funding Notice request for a Loan, or a Borrowing Base Certificate with respect to a Loan or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent and Paying Agent by the Borrower Company electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower Company by an Authorized Officer and constitute a representation to the Administrative Agent and Paying Agent as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Receivables or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and accordance with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.

Collateral Reporting. (i) On each Credit Borrowing Base Calculation Date, each Release Date and, during the continuance of a Default or Event of Default, at such other times as the Administrative Agent shall request, the Borrower shall deliver a Borrowing Base Certificate Report (calculated as of such Borrowing Base Calculation Date), together with a reconciliation to the Administrative Agentmost recently delivered Borrowing Base Report, in form and substance reasonably satisfactory to the Administrative Agent, and which includes the data to support the calculations for such Borrowing Base Report. Each Borrowing Base Report delivered to Administrative Agent shall attach a true and correct Borrowing Base Certificate delivered as of the date indicated and shall include a data tape in form and substance acceptable to the Administrative Agent shall in its Permitted Discretion that includes the data to support the calculations in the Borrowing Base Report and bear a signed statement by an Authorized Officer certifying the accuracy and completeness in all material respects of all information included thereinin such Borrowing Base Report and such data tape. The execution and delivery of a Borrowing Base Certificate Report shall in each instance constitute a representation and warranty by the Borrower to Administrative Agent and the Lenders that each all Pledged Assets included on the attached Borrowing Base Certificate as “Eligible Receivable included therein satisfies the Eligibility CriteriaAssets” are, in fact, Eligible Assets. In For avoidance of doubt, and without derogation of Boxxxxxx’x obligations hereunder, in the event any Funding Notice request for a Term Loan, or a Borrowing Base Certificate with respect to a Loan Report or other information required by this Section 5.1(a5.1(f) is delivered to the Administrative Agent or the Lenders by the Borrower electronically or otherwise without signature, such Funding Noticerequest, or such Borrowing Base Certificate Report or other information shall, upon such delivery, be deemed to be signed and certified on behalf of the Borrower by an Authorized Officer and constitute a representation to the Administrative Agent and the Lenders as to the authenticity thereof. The Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Receivables, Reserves Assets or such other matters as are necessary to determine the Borrowing Base, but in each case, only to the extent the Administrative Agent is expressly provided such discretion by this Agreement and provides written notice to the Borrower of any such adjustment. The Administrative Agent shall have the continuing right in its commercially reasonable discretion to establish and adjust Reserves in determining the Borrowing Base in such amounts, and accordance with respect to such matters, as the Administrative Agent shall deem appropriate in its commercially reasonable discretion, including without limitation Reserves with respect to collection performance, and amounts the Borrower is required to pay and has failed to pay; provided, that the Administrative Agent shall notify the Borrower in writing of any adjustment in the Reserves or the Borrowing Base. Together with each Borrowing Base Certificate delivered pursuant to this clause (a) and each Monthly Servicing Report, the Borrower shall deliver, or cause the Servicer to deliver, to the Administrative Agent a schedule setting forth the applicable Bank Partner Retained Percentage with respect to each ReceivableAgreement.