Common use of Conditions Precedent to All Borrowings and Releases Clause in Contracts

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowinginitial Borrowing made pursuant to this Agreement) made by the Lenders Lender to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing the Lender and Paying Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer DefaultDefault (including, without limitation, a Material Adverse Change with respect to the Servicer), an Incipient Event of Termination or an Incipient Servicer Default; (d) the Revolving Loan Commitment Termination Date has not occurred; provided however this clause (d) shall not prohibit a Release under Section 2.08(b)(ii)(G) provided that the other conditions under this Section are satisfied; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date, the Borrower shall have delivered to the Backup Servicer and each Managing Agent Lender a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing)Date; (h) the weighted average APR of the Pledged Contracts before and after giving effect to such Borrowing, no Term Borrowing Base Deficiency or Revolving Borrowing Base Deficiency shall exceed 18%;exist; and (i) before and after giving effect to such Borrowing or ReleaseRelease under Section 2.07(b)(ix), no Term Borrowing Base Deficiency or Revolving Borrowing Base Deficiency shall exist and before and after giving effect to such Release under Section 2.08(b)(ii)(G), no Term Borrowing Base Deficiency shall exist; and (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program AgentLender, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of TerminationTermination (including, without limitation, a Material Adverse Change with respect to the Borrower), a Servicer DefaultDefault (including, without limitation, a Material Adverse Change with respect to the Servicer), an Incipient Event of Termination or an Incipient Servicer Default; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date, the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing)Date; (h) the weighted average APR of the Pledged Contracts shall exceed 18%, and, with respect to any Release, the weighted average APR of the Pledged Contracts shall exceed 18% for two consecutive Settlement Dates; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and; (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery (i) no “Default” or “Event of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower thatDefault” (each, as of defined in the date of such Borrowing or ReleaseDTAC Indenture) shall have occurred and be continuing thereunder, both before and after giving effect thereto and (ii) the application of “Collateral Coverage Ratio” shall satisfy the proceeds thereof, each of the applicable statements requirement set forth in clauses the definition of “Permitted Warehouse Transfer” (aeach, as defined in the DTAC Indenture), (iii) through (f) above are true and correct all other conditions under the DTAC Indenture to the extent set forth in such clauses.Originator’s ability to transfer assets and perform its obligations hereunder have been met and (iv) the Borrower shall satisfy all requirements of a “Restricted Subsidiary,” a “Receivables Financing Entity” and a “Special Purpose Subsidiary” under the DTAC Indenture;

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of TerminationTermination (including, without limitation, a Material Adverse Change with respect to the Borrower), a Servicer DefaultDefault (including, without limitation, a Material Adverse Change with respect to the Servicer), an Incipient Event of Termination or an Incipient Servicer Default; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date, the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing)Date; (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (fi) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowinginitial Borrowing made pursuant to this Agreement) made by the Lenders Lender to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing the Lender and Paying Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer DefaultDefault (including, without limitation, a Material Adverse Change with respect to the Servicer), an Incipient Event of Termination or an Incipient Servicer Default; (d) the Revolving Loan Commitment Termination Date has not occurred; provided however this clause (d) shall not prohibit the second term borrowing set forth in Section 2.01(c) or any Release under Section 2.08(b)(ii)(G) provided that the other conditions under this Section are satisfied; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date, the Borrower shall have delivered to the Backup Servicer and each Managing Agent Lender a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing)Date; (h) the weighted average APR of the Pledged Contracts before and after giving effect to such Borrowing, no Term Borrowing Base Deficiency or Revolving Borrowing Base Deficiency shall exceed 18%;exist; and (i) before and after giving effect to such Borrowing or ReleaseRelease under Section 2.07(b)(ix), no Term Borrowing Base Deficiency or Revolving Borrowing Base Deficiency shall exist and before and after giving effect to such Release under Section 2.08(b)(ii)(G), no Term Borrowing Base Deficiency shall exist; and (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program AgentLender, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) (i) with respect to such Borrowing or Release, each Managing Agent shall have received from the Servicer each of the Monthly Report, Weekly Report and the Monthly Serviced Portfolio Daily Report as applicable, most recently required to be delivered pursuant to Section 5.05(g6.07, and (ii) hereof with respect to such Borrowing, each Managing Agent shall have received such other approvals, opinions or documents as it may reasonably request if such Managing Agent reasonably believes there has been a change in law or circumstance that affects the status or characteristics of the Receivables, Related Security or Collections, any Borrower Party or the Program Agent’s first priority perfected security interest in the Receivables, Related Security and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereofCollections. (b) with respect to such Borrowing, the representations and warranties contained in Article IV shall be true and correct in all material respects (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) on and as of such date as though made on and as of such date unless such representations representation and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) (i) with respect to such Borrowing, no event has occurred and is continuing, or would result from such Borrowing which constitutes an Event of Termination or an Incipient Event of Termination and (ii) with respect to such Release, no event has occurred and is continuing, or would result from such Release which constitutes an Event of Termination, a Servicer Default, Termination (other than an Incipient Event of Termination or an Incipient Servicer Defaultdescribed in Section 7.01(c)); (d) with respect to such Borrowing or Release, the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (jf) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clausescorrect.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) with respect to such Borrowing or Release, each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report and/or Weekly Report, as applicable, most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof5.05. (b) with respect to such Borrowing only, the representations and warranties contained in Article IV shall be true and correct in all material respects (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) on and as of such date as though made on and as of such date unless such representations representation and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) with respect to such Borrowing only, no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default; (d) with respect to such Release only, no event has occurred and is continuing, or would result from such Release which constitutes an Event of Termination other than an Event of Termination under Section 7.01(c), or a Servicer Default other than a Servicer Default described in paragraph (c) of the definition thereof; (e) with respect to such Borrowing or Release, the Termination Date has not occurred; (ef) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (jg) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (fg) above are true and correct to the extent set forth in such clausescorrect.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, including the Initial initial Borrowing) made by the Lenders to the Borrower and each Release, Release hereunder shall be subject to the further conditions precedent that (a) each Lender shall have received any necessary approvals, documents, instruments, certificates and opinions for that Borrowing and (b) on the date of each such Borrowing or Release the following statements shall be true (and acceptance of the proceeds of any such Borrowing or Release shall be deemed a representation and warranty by the Borrower that such statements are then true by reference to the facts and circumstances existing on the date of such Borrowing or Release): (i) In the case of a Borrowing, the making of such Loan does not violate any provisions of Clause 2.1 (The Loans); (ii) In the case of a Borrowing, the Borrower has delivered a Borrowing Request, appropriately completed, within the time period required by Clause 2.2 (Borrowing procedures); (iii) In the case of any Borrowing or Release, each the Servicer shall have delivered a Daily Report pursuant to and in accordance with Clause 2.3 (Reporting requirements) of the following shall be true and correct both before and immediately after giving effect to Servicing Agreement on the date of such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (civ) The Facility Termination Date has not occurred and no event has occurred and is continuingexists, or would result from such Borrowing or Release which Release, that constitutes an a Facility Termination Event or Facility Suspension Event or, in the case of Terminationa Borrowing only, a Servicer Default, an Incipient Potential Facility Termination Event of Termination or an Incipient Servicer DefaultPotential Facility Suspension Event; (dv) All Fees required to be paid on or prior to the Termination Date has not occurreddate of such Borrowing or Release in accordance with the Fee Letters and the Commitment Letter and all fees and expenses described in Clauses 10.4 (Costs and expenses) to the extent then due and payable shall have been paid in full in accordance with the terms thereof; (evi) No portion of the proceeds of such Borrowing or Release will be used by the Borrower shall have timely made all of to pay the deliveries under Sections 2.01purchase price for, 2.02 and 2.03 of the Custodial Agreement or grant or otherwise acquire Borrower Receivables Interests in, any Receivable that was originated by an Originator with respect to all Eligible Contractswhich a Seller Event has occurred and is continuing; (fvii) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after After giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall existRelease and the use of the proceeds thereof in accordance with Clause 2.3 (Use of proceeds) the Aggregate Principal Balance does not exceed the Maximum Aggregate Principal Balance; and (jviii) only with respect to any such Borrowing Any Subordinated Loan requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of on the date of such Borrowing or Release, both before and after giving effect thereto and Release shall have been (or shall simultaneously with such Borrowing or Release be) made by the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clausesSubordinated Lender.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts;; ACTIVE 200146376v.2 (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (j) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) with respect to such Borrowing or Release, each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report and/or Weekly Report, as applicable, most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. 5.05. (b) with respect to such Borrowing only, the representations and warranties contained in Article IV shall be true and correct in all material respects (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms) on and as of such date as though made on and as of such date unless such representations representation and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) with respect to such Borrowing only, no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default; (d) with respect to such Release only, no event has occurred and is continuing, or would result from such Release which constitutes an Event of Termination other than an Event of Termination under Section 7.01(c), or a Servicer Default other than a Servicer Default described in paragraph (c) of the definition thereof; (e) with respect to such Borrowing or Release, the Termination Date has not occurred; (ef) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (jg) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (fg) above are true and correct to the extent set forth in such clausescorrect.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) with respect to such Borrowing or Release, each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report and/or Weekly Report, as applicable, most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof5.05. (b) with respect to such Borrowing or any Release at a time any Loans are outstanding, the representations and warranties contained in Article IV shall be true and correct in all material respects (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is qualified by a materiality standard by its terms and that this clause (b) shall not include any representations or warranties contained in Article IV that are not correct due to the occurrence and continuation of an Incipient Judgment Event with respect to which the Incipient Judgment Event Grace Period has not lapsed) on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) with respect to such Borrowing only, no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default (it being understood and agreed that an Incipient Judgment Event during the Incipient Judgment Event Grace Period shall not constitute an Event of Termination, Servicer Default, Incipient Event of Termination or Incipient Servicer Default for purposes of this Section 3.02(c)); (d) with respect to such Release only, no event has occurred and is continuing, or would result from such Release which constitutes an Event of Termination or a Servicer Default (provided that for purposes of this Section 3.02(d) and the determination of whether an Event of Termination or Servicer Default has occurred with respect to the Borrower or the Servicer, clause (ii) of the definition of "Event of Bankruptcy" shall not be given effect) (it being understood and agreed that an Incipient Judgment Event during the Incipient Judgment Event Grace Period shall not constitute an Event of Termination or a Servicer Default for purposes of this Section 3.02(d)); (e) with respect to such Borrowing or Release, the Termination Date has not occurred; (ef) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (jg) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (fg) above are true and correct to the extent set forth in such clausescorrect.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) each Managing Agent shall have received from the Servicer each of the Monthly Report and the Monthly Serviced Portfolio Report most recently required to be delivered pursuant to Section 5.05(g) hereof and the officer certificate most recently required to be delivered pursuant to Section 5.05(i) hereof. (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer Default; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) not later than 10:00 a.m. (New York City time) on the applicable Borrowing Date, the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing)Date; (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (ji) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program Agent, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clauses.

Conditions Precedent to All Borrowings and Releases. Each Borrowing (including, without limitation, the Initial Borrowing) made by the Lenders to the Borrower and each Release, shall be subject to the further conditions precedent that on the date of each Borrowing or Release, each of the following shall be true and correct both before and immediately after giving effect to such Borrowing or Release, as applicable: (a) (i) the Servicer shall have delivered to each Managing Agent shall have received from on or prior to the Servicer each date of such Borrowing or Release the Monthly Report and the Monthly Serviced Portfolio Report Weekly Report, as applicable, most recently required to be delivered pursuant to Section 5.05(g6.07 and such report or reports shall be satisfactory to the Managing Agents; (ii) hereof upon the request of any Managing Agent, the Servicer shall have delivered to the Managing Agents at least two (2) days prior to such Borrowing or Release an interim Monthly Report showing the amount of Eligible Receivables and (iii) the Servicer and the officer certificate most recently required Borrower shall have delivered to be delivered pursuant to Section 5.05(i) hereof.any Managing Agent such other documents or other information as it may reasonably request; (b) the representations and warranties contained in Article IV shall be true and correct in all material respects on and as of such date as though made on and as of such date unless such representations representation and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier datedate (except that the materiality standard in this clause (b) shall not apply to any such representation or warranty that is expressly qualified by a materiality standard or contains any carve-out or exception based on a Material Adverse Effect by its express terms); (c) no event has occurred and is continuing, or would result from such Borrowing or Release which constitutes an Event of Termination, a Servicer Default, an Incipient Event of Termination or an Incipient Servicer DefaultEvent of Termination; (d) the Termination Date has not occurred; (e) the Borrower shall have timely made all of the deliveries under Sections 2.01, 2.02 and 2.03 of the Custodial Agreement with respect to all Eligible Contracts; (f) the Custodian shall have timely made all deliveries under Sections 3.01, 3.02, 3.03 and 3.04 of the Custodial Agreement with respect to all Eligible Contracts; (g) the Borrower shall have delivered to the Backup Servicer and each Managing Agent a Borrowing Base Certificate which reflects all Eligible Contracts as of the close of business on the day preceding the Borrowing Date and not later than 1:00 p.m. (New York City time) on the requested Borrowing Date the Backup Servicer shall have confirmed to each Managing Agent the accuracy of the information set forth in such Borrowing Base Certificate and shall not have noted any exceptions with respect thereto (except any such exceptions which the Managing Agents shall have waived in writing); (h) the weighted average APR of the Pledged Contracts shall exceed 18%; (i) before and after giving effect to such Borrowing or Release, no Borrowing Base Deficiency shall exist; and (jf) only with respect to any such Borrowing requested to be made by a Conduit Lender, the related Managing Agent shall not have delivered to the Borrower a notice stating that such Conduit Lender shall not make any further Loans hereunder. Each delivery of a Borrowing Request to the Program AgentManaging Agents, and the acceptance by the Borrower of the proceeds of any Borrowing or any Release, shall constitute a representation and warranty by the Borrower that, as of the date of such Borrowing or Release, both before and after giving effect thereto and the application of the proceeds thereof, each of the applicable statements set forth in clauses (a) through (f) above are true and correct to the extent set forth in such clausescorrect.